Baumier
/
GUIDE · 01 / 8

SaaS agreement

Liability · renewal · data · uptime · IP · termination
WHAT IT IS

The agreement governing access to your online software: what the customer gets, what they pay and what you guarantee.

WHEN IT COMES INTO PLAY

With every new sale, usually on your paper, sometimes on that of a large customer who imposes theirs.

WHY IT MATTERS

The SaaS agreement turns a sale into recurring revenue. It sets what you must deliver, for how long, and how far your liability goes if something goes wrong. Well built, it speeds up sales because it answers buyers' questions in advance. Poorly balanced, it gets renegotiated with every sale or exposes you to risks out of all proportion to the subscription price.

WHAT IT OFTEN CONTAINS
01
Access rights and use restrictions
Who may use the service, how many users and for what purposes. Restrictions typically prohibit reverse engineering, resale and competitive use.
02
Fees, billing and renewal
Price, billing frequency, taxes, late payment and, above all, renewal and price indexation terms.
03
Service levels and support
Uptime and support commitments, often detailed in a separate SLA schedule.
04
Intellectual property and customer data
You keep ownership of the platform; the customer keeps ownership of its data. The clause specifies what you may do with aggregated or anonymized data.
05
Warranties and limitation of liability
What you warrant, what you exclude, and the overall cap on your liability.
06
Term, termination and data return
Initial term, grounds for termination, and how the customer gets its data back at the end.
WHAT OFTEN GETS NEGOTIATED
Liability cap and exclusions
WHAT THE BUYER OFTEN ASKS FOR
Unlimited liability, or a cap equal to several years of fees.
SUPPLIER SIDE
A cap tied to the last 12 months of fees, with targeted exceptions (confidentiality, data breach) under a separate super-cap.
IP indemnification
WHAT THE BUYER OFTEN ASKS FOR
A broad indemnity covering any claim related to the service.
SUPPLIER SIDE
An indemnity limited to infringement by the service itself, excluding customer modifications and combinations.
Auto-renewal and price increases
WHAT THE BUYER OFTEN ASKS FOR
No increase at renewal, or a very short termination notice.
SUPPLIER SIDE
Auto-renewal with reasonable notice, and a capped or indexed increase announced in advance.
Security, audit and data location
WHAT THE BUYER OFTEN ASKS FOR
On-site audits, hosting in a specific region, specific certifications.
SUPPLIER SIDE
Third-party reports or questionnaires rather than on-site audits, and hosting commitments realistic for your architecture.
SAMPLE CLAUSE
LIMITATION OF LIABILITY

« Each party's total liability, for all causes combined, is limited to the fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim. »

IN PLAIN TERMSIf things go wrong, the most either party can claim from the other is one year of subscription fees. It's the most negotiated point in any SaaS agreement.
BEFORE YOU SIGN
Is the liability cap consistent with the subscription price?
Can the customer's data be returned in a usable format?
Do the security commitments match what your team actually does?
Are renewal and price-increase terms clear?
Is the order of precedence between the agreement, schedules and purchase orders defined?
FREE

Personalized negotiation playbook

Share a link to your own contract: we turn it into a starter playbook with opening and fallback positions on the key points. Delivered by email.

Need us to negotiate it for you?
Sign your commercial contracts 5x faster.