SaaS Agreements: Beyond the Basics

It’s easy to get lost in the standard sections of a SaaS agreement — IP rights, limitations of liability, renewal terms. These are important, yes — but most of them come from templates, and in many cases, you’ll barely touch them again unless something goes wrong.

But there’s a different set of questions that are far more important when you're running or buying into a SaaS product. Questions that don’t always show up in the contract — but should.

This article walks through the key focus areas that matter most in real-world SaaS relationships, whether you’re the provider or the buyer.

1. What Happens When the Relationship Ends?

Everyone reads the onboarding flow. Almost no one reads the offboarding plan.

But it matters. A lot.

• Can the customer export their data easily? Or is it locked up behind custom dev work?

• Is there a handover or transition plan built in?

• Does the agreement make clear how long the provider will retain the data post-termination?

This is often where goodwill breaks down. The agreement should make the exit clean — not a hostage negotiation.

2. How “Critical” Is the SaaS to the Customer’s Business?

The more embedded the software is, the more risk there is on both sides.

If the tool handles core functions (billing, reporting, inventory, workflows), the customer may expect higher levels of availability, service and support — even if the contract doesn’t spell it out. And if you’re the provider, that’s a huge operational obligation that needs to be reflected in pricing, support models, and legal exposure.

Ask: If this goes down, what happens to the customer’s day?

3. Who Actually Uses the Product (and How)?

Many SaaS agreements assume a single, neat user scenario — but reality is messier:

• Internal teams may share logins

• Users may be contractors, not employees

• The customer might be reselling the SaaS (intentionally or not)

If the use case is broader than expected, the agreement (and the pricing model) might need adjusting — or enforcement could become a problem.

4. Is There Any Element of Customisation, Integration, or Services?

This is a big one. Many SaaS companies offer:

• Setup help

• Integration with other tools

• Custom feature tweaks

Once you do any of that, you're not just offering SaaS anymore — you're dipping into professional services, which carry different legal, operational, and expectation risks.

Make sure it's clear what’s included as part of the subscription and what’s not.

5. Where’s the Commercial Risk Actually Sitting?

The agreement might limit liability, but that’s not the whole story. Ask:

• What happens if the provider breaches a deadline and the customer loses a big client?

• If billing errors occur, who makes the customer whole?

• If a key feature is deprecated, what are the comms expectations?

Legal protection matters — but understanding where trust and financial expectations live is just as important.

6. What’s the Customer Really Expecting?

There’s what the contract says — and then there’s what the customer assumes.

For example:

• Do they think they’ll get real-time support, even if you only offer next-day email replies?

• Do they expect the roadmap to reflect their feedback?

• Do they assume their data will be 100% retrievable in the format they want?

Contracts can’t (and shouldn’t) solve mismatched expectations — but a good SaaS agreement can help prevent them by forcing both sides to be explicit upfront.

7. What Happens When the Business Evolves?

Startups change. Products shift. Plans get restructured.

A good SaaS agreement should allow flexibility — whether it’s the pricing model, user tiers, integration options, or data handling practices.

Too many agreements are static snapshots of a product on Day 1. That’s fine for short-term use — but if the product will evolve (or the relationship is long-term), make sure the agreement isn’t frozen in time.

Final Thoughts

You can use the best SaaS contract template in the world and still get stuck if:

• You don’t think about what happens at the end

• You don’t match the legal terms to the actual user behaviour

• You assume risk sits neatly in the “liability” clause

Instead of just ticking boxes, approach your SaaS agreement as a practical tool: a way to reflect the real relationship between provider and customer — not just cover your legal bases.