SaaS terms of service for a B2B product

A B2B SaaS product is sold on the supplier's terms until the first enterprise customer sends its own, and the terms have to be good enough to survive that moment. They have to define the subscription and how orders are placed, grant a licence the customer can use and no more, set service levels the infrastructure can meet, contain the data protection terms the law requires, run fees and renewals, and allocate liability in a way that procurement teams accept and the supplier's insurance supports. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Software companies in England and Wales selling a hosted product to business customers by subscription, from a self-serve plan bought online to an annual contract signed with an order form, who need the standard terms that every customer accepts and the larger customers negotiate from.

What matters in B2B SaaS terms of service

The subscription, the order form and acceptance

The terms should say how a subscription is formed (online sign-up, an order form, or both), what the order form contains (plan, users, term, fees) and which document prevails, that the customer accepts the terms for its business and warrants that the person accepting has authority, and that the terms may be updated on notice with a right to end the subscription if the change is material. A business customer is not a consumer, so the terms are judged, where they are standard terms, against the reasonableness test in section 3 of the Unfair Contract Terms Act 1977, and drafted to pass it.

The licence, users and acceptable use

The customer receives a non-exclusive, non-transferable right to access and use the service for its internal business during the subscription, for the number of users or the usage the plan allows, and the terms should say so, prohibit sharing logins, reselling access, reverse engineering and use to build a competing product, and refer to an acceptable use policy for conduct that gets an account suspended. Unauthorised access to the service is an offence under section 1 of the Computer Misuse Act 1990, and the terms can say the supplier will act on it. The software and content remain the supplier's under the Copyright, Designs and Patents Act 1988.

Service levels, support and changes

The terms should state the availability commitment and how it is measured, the exclusions (maintenance, the customer's own systems, third-party services, force majeure), the support hours and channels, and that service credits are the customer's sole remedy for availability failures, with a termination right where failures persist. The supplier should reserve the right to improve and change the service, without materially reducing its functionality during a paid term. Under section 13 of the Supply of Goods and Services Act 1982 the service must be provided with reasonable care and skill, and the service levels are what that means in practice.

Data protection, security and customer data

Where the supplier processes personal data in the customer's data, it does so as a processor, and the contract must contain the terms Article 28 of the UK GDPR requires, usually in a data processing schedule: instructions, confidentiality, security under Article 32, subprocessors, assistance, breach notification, deletion and audit, with a transfer mechanism under Article 46 where data leaves the UK. The terms should say that customer data belongs to the customer, that the supplier may use it only to provide the service and, if at all, in aggregated form for improvement, and that the customer is responsible for the lawfulness of what it uploads.

Fees, renewal, suspension and taxes

The terms should state when fees are invoiced and due, that they are exclusive of VAT, that the subscription renews for successive terms unless either party gives notice by a stated date, that the supplier may increase fees on renewal with notice, that it may suspend access for non-payment after notice, and that interest and fixed compensation apply to late payment under the Late Payment of Commercial Debts (Interest) Act 1998. Unused subscriptions are not refunded, and the terms should say so for business customers.

Liability, indemnities, termination and exit

The supplier's liability should be capped at the fees paid in the preceding twelve months, with consequential loss and loss of data (beyond restoring from backups) excluded, and the cap tested for reasonableness under section 11 of the Unfair Contract Terms Act 1977; an IP infringement indemnity from the supplier and a data and content indemnity from the customer are usual. Termination for breach and insolvency should be drafted within section 233B of the Insolvency Act 1986, which restricts a supplier terminating solely because a customer has entered an insolvency procedure, and exit should provide for export of the customer's data for a stated period and deletion after it. Third-party rights are excluded under section 1 of the Contracts (Rights of Third Parties) Act 1999.

What it costs

SaaS terms of service, £995. Your standard customer-facing terms. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

An enterprise customer wants to sign our terms with its own liability clause. Where do we start?

From terms that already have a defensible cap and indemnities, so that the negotiation is about numbers rather than structure. The terms are drafted to give you that starting point and to say what is negotiable.

Can we change the service during a customer's paid term?

The terms should let you improve and change the service, but not materially reduce its functionality during a term the customer has paid for without a right to cancel and a refund. That balance is what enterprise procurement looks for.

Do we need a separate data processing agreement?

The Article 28 terms must be in the contract somewhere. A schedule within the terms is enough for most customers, and the terms are drafted with one; a large customer may insist on its own, which is a review.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Reviewing a SaaS vendor's terms before your business signs up
• Getting AI-drafted SaaS terms checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.