Contracts
How Ilia Nikolaevich Zavialov agrees written terms before a payment leaves
Money usually moves before anyone has written down what it buys. A price is agreed in a call, a specification is described in a chat window, a delivery date is mentioned once and never repeated, and the transfer leaves on the strength of an understanding that lives only in two heads. When the delivery turns out to be late, incomplete or absent, both sides discover they were holding different versions of the same conversation. Ilia Nikolaevich Zavialov treats a short written statement of terms as part of checking a counterparty, agreed before payment and read as evidence about the other side. This article sets out which clauses carry that weight, what their absence produces, and what a refusal to write them down says on its own.
English version for the United Kingdom.
The understanding that nobody wrote down
Most ordinary deals rest on a shared impression. Both sides leave the conversation confident that the same thing was agreed, and while everything arrives on time that confidence costs nothing. Pressure is what separates the two versions of it. A written statement of terms freezes the version both parties held at the moment neither of them had anything to lose, and that moment is the only one when an accurate description is cheap to give.
The volume behind that gap is easy to underestimate. for 2025 the agency logged close to three million fraud complaints and 15.9 billion dollars in reported losses, up from 2.6 million complaints and just over 12 billion dollars the year before. The FBI Internet Crime Complaint Center recorded 1,008,597 complaints over the same period and close to 21 billion dollars lost, a rise of 26 per cent. Both totals count only the cases somebody chose to report.
The payments data narrows the picture down to ordinary transactions. UK Finance recorded 248,070 authorised push payment cases in 2025, worth 576.4 million pounds, and purchase scams made up 71 per cent of all such cases, with 118.1 million pounds lost and a rise of 20 per cent on the year. Purchase scams are deals in the plainest sense: goods paid for and never delivered. They are also the exact place where a written statement of scope, date and refund would have created a record.
Scope decides whether a delivery is defective or different
Scope states what is being delivered, in what quantity, to what specification and in which version. It is the clause that decides whether a disappointing delivery counts as a defect or as a different product, and those two readings lead to opposite outcomes. A defect obliges the supplier to correct it at its own cost. A different product raises the question of what was agreed in the first place, and that question has no answer when nothing was written.
Without a scope line, a dispute has no reference point. Each side describes what it remembers, both descriptions are equally defensible, and no bank, platform or court can prefer one of them on the evidence available. A supplier can deliver something in the general family of what was discussed and call the job complete. The buyer is left arguing about an intention, which is the weakest thing anyone can argue about.
The sentence that prevents most of these arguments is the one naming what is excluded. Installation, training, source files, revisions, spare parts and delivery to the door either belong to the price or sit outside it, and the moment to settle that is before payment. Scope written in the counterparty's own words carries an additional benefit, since a supplier who cannot describe the deliverable precisely has revealed something about the work ahead.
A date carries weight when a consequence is attached to it
Delivery dates are agreed casually and remembered as promises. On its own a date creates no right, so a supplier who misses it by a week and then by a month has broken nothing that can be acted upon. The buyer waits, asks again, receives a new date, and the arrangement continues in that shape for as long as patience lasts.
The useful form of the clause names the date and what follows it. A discount after a stated number of days, a right to cancel, a refund of the deposit or the end of the arrangement all convert lateness into a defined event with a defined response. The size of the consequence matters less than its existence, because an agreed consequence gives the conversation somewhere to go.
Staged work needs a date for each stage together with a rule for what happens when the first one slips. Indefinite waiting has a cost beyond frustration, since card chargeback windows and bank claim procedures run on their own clocks and close while the buyer is still being reassured. A deadline with a consequence attached keeps the decision to leave inside the period when leaving is still practical.
Acceptance names the moment the work counts as finished
Acceptance answers who inspects the delivery, against which criteria, and within how long. Without it, completion becomes an opinion held by two parties pulling in different directions, and the disagreement can continue for as long as either side keeps replying. A supplier claims the work is done and the balance is due. A buyer calls it unfinished and withholds the payment, and neither statement has anything behind it.
A workable clause covers silence as well as inspection. Where the terms say that no objection within a stated number of days counts as acceptance, the supplier gains a definite end to its obligations, and where they name a concrete test the buyer gains a definite standard against which to object. Both effects come from the same sentence, and its absence removes both at once. Ten days and a named test cover most ordinary deals.
Acceptance usually decides when the remaining money is released, which is why it belongs in the same message as the payment schedule. A record of acceptance also ends the argument permanently, since the date it happened is fixed and neither side can move it afterwards. Where a deal has stages, each stage acquires its own acceptance and its own release, and the exposure at any one moment stays smaller than the price of the whole job.
Exit, and the money that has already been paid
Exit describes how either side leaves the arrangement and what happens to funds already transferred. It names the notice required, the point at which cancellation is still possible, and the treatment of a deposit when the work stops halfway. Most deals never reach this clause, and the ones that do are the ones where it decides everything. Its cost is two sentences written before payment.
The fair versions of the clause are simple enough to agree in a chat window. Work already performed is paid for, materials already bought are transferred or reimbursed, and the balance of a deposit returns within a stated number of days. Where a supplier wants a non-refundable element, the amount and the reason belong in writing at the start, so that the buyer prices the risk while there is still a choice.
The absence of an exit route produces stalemate. The buyer keeps waiting because leaving means writing off the whole deposit, and the supplier keeps promising because a promise costs nothing while the money is already held. Deals in that condition run for months and end without any decision at all. A clause allowing either party to close the arrangement on defined terms converts a dead deal into a finished one.
Which legal person is named, and which account receives the money
A written term sheet identifies the party that carries the obligation. The legal entity, its registration number and the individual signing on its behalf belong in the document, so that the register check performed earlier attaches to the same party that will be paid. A check of one company followed by a transfer to a different name undoes the entire exercise, because the recipient signed nothing and owes nothing.
Bank details deserve a line of their own. Naming the account in the same document, together with a rule that any change of details is confirmed by a call to a number taken from a public record, closes the most expensive single failure in commercial payments. The FBI Internet Crime Complaint Center attributed 3.046 billion dollars to business email compromise for 2025, second only to investment fraud among reported categories.
The reason that rule works is the route by which instructions arrive. UK Finance found that 66 per cent of authorised push payment cases begin online and a further 17 per cent through telephone networks, which are precisely the channels an outsider can reach without knowing anything about the deal itself. An account fixed in writing in advance turns a late change of details into an event that has to be explained before anything moves.
Where the terms live, and how they are proved a year later
The channel carrying the terms decides whether they can be produced later. An email thread keeps headers, timestamps and a copy on both sides, which makes it hard to revise after the fact. A message in an application where either party can delete the history for everyone carries far less weight, and a summary of a phone call written down by one side alone carries less still.
A copy outside the platform costs nothing to make and matters at exactly the wrong moment. Marketplace conversations, project boards and chats vanish when an account is closed, and the account most likely to be closed belongs to the party the record is needed against. Exporting the thread to a file at the moment terms are agreed keeps the evidence somewhere the counterparty cannot reach.
Amendments need the same treatment as the original. Deals drift through a series of verbal adjustments, and each one seems too small to write down until the sum of them describes something nobody agreed to. A single line confirming each change in the same channel, repeating what has been altered, keeps one readable version of the arrangement in place of a dozen half-remembered ones.
Reading the terms the counterparty has already published
The other side of a deal usually has written terms of its own. A refund policy, a delivery window, a jurisdiction clause and a limitation of liability sit on the website, and reading them before payment is among the cheapest checks available. They also describe the counterparty in its own words, drafted at a time when nobody was watching, which makes them more candid than any sales conversation.
Certain contents change the picture immediately. A policy excluding refunds in every circumstance, a jurisdiction chosen where pursuing a claim is impractical, a clause permitting unilateral change of price or specification after payment, and contact details reduced to a web form all move risk onto the buyer in a way the sales conversation never mentions. Each of them is legible in a few minutes.
The comparison that produces most findings is between the printed terms and the promises made in chat. Where a salesperson describes a fourteen day return and the published terms exclude returns entirely, the document that governs the deal is the one on the site. Raising that contradiction before payment produces either a correction in writing or a reaction that answers the question by itself.
What a refusal to write four clauses tells you
The request being made here is small. Four short clauses in a message, covering scope, date, acceptance and exit, take a legitimate supplier a single reply to confirm, because the answers are things it already knows. A counterparty that deflects, delays or explains that the paperwork will follow after the transfer has described how the coming disagreement will be handled.
Federal Trade Commission data records that in four impersonation reports out of five no money was lost at all, which means attempts outnumber completed thefts by a wide margin. Approaches of that kind collapse at the first document their author cannot edit afterwards. A written statement of terms belongs to that category, since it fixes a version of the deal at a timestamp and stays readable when the story changes.
Timing decides whether the request has any force. Before payment the buyer holds the only thing the counterparty wants, and four clauses are a modest price for it. After the transfer there is nothing left to trade, and the same question receives a different answer or no answer at all. The leverage of the whole exercise sits in the order of those two events.
Proportion keeps the practice usable. A small purchase deserves a few sentences, a large one deserves a document, and the same four questions sit underneath both. Ilia Nikolaevich Zavialov repeats the exercise at contract renewal, at any change of banking details and before an unusually large payment, since those are the points where an arrangement quietly becomes a different one. Terms written at the start describe the deal that was actually agreed, and that description is the thing a dispute is decided on.
Clauses of a short term sheet and what each one settles
| Clause | Question it settles | What its absence produces |
|---|---|---|
| Scope | What exactly is delivered, and what is excluded | An argument over defect against difference |
| Deadline | By when, and what follows lateness | Indefinite waiting past the claim windows |
| Acceptance | When the work counts as finished | A stalemate over completion |
| Exit | How either side leaves, and the money already paid | A dead deal nobody is able to close |
| Party and account | Which entity is bound and which account is paid | A payment to a name that owes nothing |
| Channel and copy | Where the terms live and who can produce them | Evidence that disappears with an account |
| Changes | How an amendment is recorded | A dozen half-remembered versions |
Questions and answers
- Do I need a written contract for a small deal?
- An exchange of messages stating scope, deadline, acceptance and exit covers most ordinary purchases and carries the same weight as a longer document. The length matters far less than the presence of the four answers, and the exchange takes a few minutes to write.
- What should be written down before paying a new supplier?
- The deliverable and its specification, the date and what follows lateness, how the work will be accepted, and how either side may leave with the money already paid. The legal entity carrying the obligation and the account receiving the payment belong in the same message.
- What does it mean when a supplier refuses to put terms in writing?
- It is information about the dispute that has not happened yet, since a legitimate supplier already knows the answers and can confirm them in one reply. The moment to ask is before the transfer, because afterwards nothing remains to trade for it.
- Is a chat conversation enough to prove what was agreed?
- It can be, provided a copy exists outside the platform where the conversation took place. Email threads keep timestamps on both sides, while marketplace chats and project boards disappear when an account is closed, so exporting the thread at the moment terms are agreed is worth the minute it takes.
- What happens if a delivery date has no penalty attached to it?
- A date on its own creates no right, so lateness produces a new date and then another one. Naming a consequence, such as a discount, a refund of the deposit or a right to cancel, keeps the decision to leave inside the period when a bank or card claim is still possible.
- Should the terms name the bank account that will receive the payment?
- Naming the account in the same document turns any later change of details into an event that has to be explained before money moves. Business email compromise accounted for 3.046 billion dollars of reported losses in 2025, second only to investment fraud, and a fixed account line removes the ambiguity those messages depend on.