Commercial legal support for businesses buying, selling and negotiating software-as-a-service agreements.
Covenant Advisory Group reviews SaaS contracts to identify commercial and contractual risk, explain key provisions and help businesses negotiate workable terms before signing.
A SaaS agreement governs far more than access to software. It can determine how the service may be used, what service levels apply, how customer data is handled, who owns relevant intellectual property and what happens when the relationship ends.
Liability, indemnity, suspension, renewal and termination provisions can also materially affect the commercial value and risk of the arrangement.
CAG reviews SaaS documentation from a practical commercial perspective, helping clients understand what they are agreeing to and where negotiation may be appropriate.
A competitive subscription price can be undermined by restrictive usage rights, weak service commitments, automatic renewal, difficult exit provisions or an unsuitable allocation of liability.
For SaaS providers, the opposite problem can arise: contractual commitments that exceed what the product, infrastructure or insurance arrangements can realistically support.
Understand the contract before the subscription begins.The priorities are different depending on which side of the technology relationship you sit.
We help businesses assess whether the supplier's contractual commitments match the service being purchased and the customer's operational requirements.
We support technology businesses reviewing customer procurement terms or developing commercially sustainable positions for their SaaS offering.
The exact scope depends on the agreement and transaction, but common SaaS review areas include the following.
Who may access the platform, authorised users, usage limits, restrictions and the scope of the customer's contractual right to use the service.
Service descriptions, implementation responsibilities, dependencies, onboarding obligations and agreed deliverables.
Availability commitments, response and resolution targets, exclusions, service credits and remedies for service failures.
Subscription fees, invoicing, payment terms, usage-based charges, price increases and consequences of late payment.
Contractual allocation of data protection responsibilities, processing provisions, sub-processors and related GDPR terms.
Security commitments, incident provisions, customer requirements, audit rights and contractual security obligations.
Ownership of the platform, customer materials, configurations, developments, feedback and other intellectual property created or used during the relationship.
Liability caps, exclusions, carve-outs, indemnities and the allocation of financial exposure between customer and provider.
Termination rights, suspension, transition, data extraction, deletion and the practical consequences of leaving the platform.
We focus on provisions that may materially affect the commercial operation, cost, risk or exit from the SaaS relationship.
SaaS arrangements are often documented across several linked documents rather than one agreement.
The commercial position may therefore depend on the interaction between the main agreement, order form, service description, SLA, data processing provisions, acceptable use policy and other incorporated terms.
Where appropriate, CAG can review the relevant contractual package rather than considering the principal SaaS agreement in isolation.
Depending on the arrangement, the contract stack may include:
SaaS Agreement / Master Services Agreement (MSA)
Order Form
Statement of Work
Service Level Agreement
Data Processing Agreement
Acceptable Use Policy
Security Schedule
Provide the SaaS agreement and relevant supporting documents together with the commercial context.
We review the agreement for material contractual and commercial issues within the agreed scope.
Where applicable, we prepare proposed amendments and explain the principal issues requiring attention.
We can review counterparty responses and support further negotiation rounds where required.
SaaS agreements can also be reviewed through CAG's wider commercial contract review service where the engagement is suitable for our fixed-fee review model.
Our commercial contract review service includes redlines, a risk and issues list and a debrief, with fixed-fee reviews starting from £169 + VAT.
Send us the agreement and tell us whether you are the customer or provider, the commercial objective and any particular issues already identified.
We can then confirm an appropriate scope and fee before beginning the review.
Clear scope. Commercial review. Practical next steps.A SaaS agreement governs the provision and use of software made available as a hosted service. It commonly addresses access rights, subscription fees, service performance, data, intellectual property, liability and termination.
Yes. CAG can review proposed SaaS terms, identify material issues and, depending on the agreed scope, provide redlines and negotiation support before execution.
We can support either side. A customer will typically focus on service performance, data, security, continuity, liability and exit, while a provider may also need to protect its platform, intellectual property, payment model and operational flexibility.
Important provisions commonly include the service scope, permitted use, fees, renewal, SLAs, data protection, security, intellectual property, warranties, liability, indemnities, suspension, termination and data return or deletion.
Yes, where included within the agreed engagement scope. SaaS transactions often involve a wider contractual package, including data processing, security and service level provisions.
Yes. Subject to the engagement scope, CAG can prepare proposed amendments, review counterparty responses and support subsequent negotiation rounds.
Where suitable for CAG's standard commercial contract review service, fixed-fee reviews start from £169 + VAT. More complex SaaS arrangements, larger document packages and negotiation support can be scoped separately.
No. Covenant Advisory Group Limited is an independent legal consultancy providing non-reserved legal services. CAG is not SRA-regulated and does not undertake reserved legal activities.
Send us the agreement and relevant supporting documents. Tell us whether you are buying or providing the service and we can discuss the appropriate review and negotiation scope.