Contracts ThatCloseDeals. Not Kill Them.

Most SaaS contracts cap liability at 12 months of fees paid (or to be paid in year one). Enterprise customers often push for higher caps or unlimited liability for specific categories—typically IP infringement, confidentiality breaches, gross negligence, and data breaches. Super-caps of 2-3x fees for these categories are common compromises. Unlimited liability for everything should never be accepted.

99.9% uptime (~8.7 hours downtime/year) is standard for SaaS. Enterprise customers may request 99.95% or higher. SLA credits typically cap at one month's fees per month. Important: define what counts as downtime (scheduled maintenance doesn't), specify measurement methodology, require customers to request credits within a timeframe, and make credits the exclusive remedy.

Click-wrap (clicking 'I agree') is efficient and enforceable for self-serve customers. Enterprise customers typically want signed MSAs with negotiated terms. Many companies use a hybrid: click-wrap ToS for self-serve tiers, signed MSAs for enterprise. If using click-wrap, make sure acceptance is affirmative (checkbox, not just 'by using you agree'), timestamp acceptance, and version the terms.

Customers should own their data. The vendor gets a license to use it solely to provide the service. Address: data location/residency, use of aggregated/anonymized data, what happens on termination (return, deletion, timeline), and subprocessors. For enterprise deals, a DPA addressing GDPR and potentially other regulations is typically required.

Auto-renewal is standard for SaaS. Specify the renewal term (usually same as initial or annual), renewal notice period for cancellation (30-90 days is typical), and how pricing changes work on renewal. Some states have specific requirements for auto-renewal disclosure—California and New York have consumer protection rules that may apply.