An enterprise customer wants to buy your software. Its contract asks you to deliver more than your product, pricing or operating model can support. The sales team needs a workable response, and someone needs to decide which changes matter before the next draft goes back.
Our SaaS legal support includes customer contract review and negotiation for software businesses selling to enterprise buyers. We can work on your terms with customer redlines or the customer's own master services agreement (MSA), alongside the order form, service levels, security schedules and data processing agreement (DPA).
The aim is a clear negotiating position that reflects the deal you intend to deliver. We help distinguish drafting points from genuine commercial decisions, rather than treating every requested change as equally important.
What you get from the review.
Depending on the agreed scope, support can include:
A marked-up contract
Proposed changes with a reason for the material positions, checked across the MSA, order form and schedules so the documents do not promise different things.
A focused issues list
The points that need a business decision, with recommended positions, possible fallbacks and questions for your sales, finance, product or security team.
Negotiation support
Help responding to the customer's legal and procurement teams, including direct discussions where agreed. Material concessions come back to the right person for approval.
A practical handover
A record of agreed departures and remaining risks, plus the commitments your team needs to deliver after signature, such as reporting, renewal notices and customer-specific support.
The terms that need a joined-up view.
A customer template may be designed for bespoke development, outsourcing or a much larger supplier. We review the obligations against your subscription service rather than assuming the template fits.
- Product, scope and service levels. What is included, which dependencies sit with the customer, and whether uptime, support, acceptance tests or roadmap commitments match the service sold.
- Payment, renewal and exit. When fees become due, whether procurement or acceptance processes can delay payment, and what termination, refund and transition obligations mean for the deal.
- Intellectual property and use rights. Ownership of the platform and deliverables, permitted use, customer data, feedback and any rights requested over developments or integrations.
- Liability and indemnities. The cap, exclusions and carve-outs, how separate indemnities operate, and whether a schedule changes the risk allocation agreed in the MSA.
- Policies and order of precedence. Customer policies, purchase-order terms and linked documents that could add obligations or override negotiated wording.
We agree the priority issues with you. A clause that is acceptable for one deal may need a different response when the contract value, data, customer use or delivery requirements change.
Enterprise customer DPA review and negotiation.
The DPA needs its own review. A short data protection schedule can contain detailed operational commitments and liability provisions that change the deal.
Our data protection and DPA support considers the customer's requirements alongside how your service actually works. A contractual promise should be checked with the people responsible for delivering it, not agreed on the assumption that the product or security team can make it happen later.
Start with the processing and the roles.
We ask what personal data the customer will put into the service, whose data it is, why it is processed and how long it is kept. The parties' roles should be assessed for each activity; the contract should not assume that every use of data has the same controller and processor relationship.
Where Article 28 applies, the contract needs processing details and appropriate terms on instructions, confidentiality, security, subprocessors, assistance, end-of-contract handling and audits. The ICO's guidance on processor contracts explains the requirements. The ICO currently flags that guidance as under review following the Data (Use and Access) Act.
Align security promises with evidence.
We check the proposed wording against the security measures and documentation your team confirms. That includes incident reporting, access controls, encryption, resilience and any commitments about certifications or testing. A customer questionnaire, security schedule and DPA should not give conflicting answers.
If the customer requests a control you do not currently provide, that needs an explicit operational and commercial decision. Contract review is not a technical security audit and does not establish that a control is in place.
Check subprocessors and international access.
Hosting, support and other service providers need to be reflected accurately. We review the subprocessor approval and change process, any objection mechanism, and the consequences of an objection for service delivery. The approach must preserve applicable legal requirements while being workable for your supply chain.
We also ask where data is stored and where it can be accessed, including support access. Any international transfer provisions need to be assessed against those facts and the applicable transfer arrangements, rather than completed with a generic location statement.
Make assistance, audit and exit obligations workable.
Requests for incident updates, data subject assistance, audits and deletion can involve several teams. We examine who does what, the proposed timing, evidence, costs and escalation route. Audit wording should account for confidentiality and other customers' data without removing rights that must be provided.
Return and deletion terms also need to reflect export functionality, backup cycles and any retention requirements. Your team should confirm what can happen at termination and what happens afterwards.
Read the DPA alongside the liability clauses.
We check whether data protection claims fall within the main liability cap, a separate cap or a carve-out, and how indemnities, incident costs and audit costs interact. The order-of-precedence clause matters: the DPA should not unintentionally override a negotiated position in the MSA.
Any proposed allocation of contractual risk needs to be considered alongside legal duties that the parties cannot simply contract away. We identify the decision for your business rather than treating an unlimited liability request as routine DPA wording.
How the negotiation works.
- 1. Agree the scope and context. We establish the documents, deal structure, signing target and decision-makers. You tell us your non-negotiables, known concessions and any customer requirements already discussed.
- 2. Review and confirm the facts. We prepare proposed changes and flag questions for the relevant teams. Product capabilities, insurance limits and security commitments need factual confirmation.
- 3. Negotiate from agreed positions. We help your team respond or speak directly with the customer where agreed. New requests and material departures are escalated for a decision rather than silently accepted.
- 4. Check the agreed documents. Before signature, we check the final versions against the agreed changes and identify outstanding approvals and delivery commitments. Your business decides whether to proceed.
Procurement delays are not always legal drafting problems. A missing security response, unresolved service commitment or unclear approval route may be holding the deal up. We help make the outstanding decisions visible, while recognising that the customer's timetable remains outside our control.
Support for one deal or recurring customer negotiations.
A defined engagement can focus on a particular enterprise contract. For a recurring flow of customer redlines, ongoing support can help maintain consistent positions and avoid reopening the same questions in each negotiation.
We agree the documents, negotiation involvement, fees and timing before starting. See our pricing approach and tell us whether you need a first review, help with an active negotiation or broader support for your sales team. We do not promise a signing date or a particular customer concession.
Adaptable Legal Counsel is the trading name of AK Legal Services Limited. We are an unregulated legal consultancy providing non-reserved legal services only. This article describes our approach and is general information, not advice on a particular contract.