Contract review guide
SaaS Subscription / Services Agreement review: what to check before you sign
SaaS contracts govern uptime, data, and what happens when things break. Buyers should scrutinize auto-renewal and data export; vendors should watch liability and indemnity creep from enterprise templates.
Typical signers: startups buying or selling software subscriptions.
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Analyze my saas agreement →The 5 most common SaaS agreement red flags
1. Auto-renewal with long notice windows
A 12-month renewal that requires 90-day notice quietly locks you in for another year if you miss one calendar entry.
2. No data export or deletion commitments
Without an export clause, leaving the vendor means losing your data — the strongest lock-in there is.
3. Uncapped liability (as vendor)
Enterprise buyers push for unlimited liability. Standard practice caps it at 12 months of fees.
4. Unilateral price increases
'Vendor may adjust pricing at any time' makes budgeting impossible. Negotiate caps like CPI or a fixed maximum percentage.
5. Weak SLA with service credits as sole remedy
99% uptime still allows 7+ hours of downtime a month, and 'credits only' means you cannot terminate a chronically failing service.
Pre-signing checklist
- Renewal terms: notice window realistic (30 days) and calendar-tracked?
- Data export in a usable format, deletion after termination?
- Liability cap mutual and proportionate (typically 12 months of fees)?
- Price increase caps at renewal?
- SLA with termination right for chronic failure?
- Security commitments (encryption, breach notification) in writing?
Frequently asked questions
What is a reasonable liability cap in SaaS?
The most common market standard is the fees paid in the 12 months before the claim, with carve-outs for confidentiality breaches and IP indemnity.
Are auto-renewal clauses enforceable?
Generally yes, though several jurisdictions require clear notice for consumer contracts. In B2B, assume it is enforceable and negotiate the notice window instead.
What should a data clause include?
Export on request in a standard format, deletion within a defined period after termination, and a commitment that your data is not used to train models or resold without consent.
Review other contract types
This guide is general information, not legal advice. Laws differ per jurisdiction — for high-stakes contracts, consult a qualified lawyer.
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