A SaaS contract should reflect the service your team can actually deliver. Before drafting terms, map the subscription, customer expectations and operational limits. That gives counsel a factual basis for reviewing the agreement.
This guide is a business preparation framework, not a model contract or an enforceability opinion.
Describe the commercial unit
Are customers buying per seat, per organisation or by usage? Record the billing period, renewal process, trial conditions and what happens if usage exceeds a limit. Identify whether setup, migration or training is part of the subscription or separately scoped.
A customer buying ten seats should be able to understand who can use them and how additional users affect the fee. Avoid leaving that question to a later support conversation.
Identify the service boundary
List core functions, dependencies, maintenance needs and support channels. Distinguish a product target from a contractual promise. If sales proposes a service level, have engineering confirm how it will be measured and what exceptions need discussion.
For integrations, identify which party controls credentials, configuration and third-party availability. Decide who communicates changes and what happens if a dependency ends.
Map customer data
Explain what data the customer uploads, what your product generates and which suppliers receive it. Record retention and export capabilities. This information belongs in the legal brief even when a separate data-processing schedule will be used.
For Australian businesses covered by the Privacy Act, the Australian Privacy Principles address collection, use, disclosure and security. Coverage should be checked rather than assumed. OAIC APP overview.
Use the map to review customer terms and supplier commitments. If an overseas customer asks for GDPR terms, obtain separate advice on whether those obligations and laws apply.
Plan the exit
Describe cancellation, suspension, account closure and export. Ask how long export is available and what deletion means for backups. Do not promise a deletion or migration capability the team has not confirmed.
Give counsel the product map, proposed order form, sales promises and data flow. Ask them to review liability, IP, confidentiality, dispute terms and document precedence against the actual offering.
After signing, record any customer-specific commitments so support and engineering can see them. Use enterprise negotiation for customer paper and data-processing agreements for the data schedule.
General information for planning a conversation with qualified advisers. It is not legal advice for your circumstances. Scope, jurisdiction and fees are agreed before any engagement.