Purchase terms for a company buying software and IT services

A business buying technology usually signs the supplier's document, and the supplier's document is written in the supplier's favour. Customer-side terms give the business a document of its own to put on the table: a specification and acceptance process, service levels with remedies, data and security obligations, a way out with its data intact, the licences it needs, and liability that reflects what a failure would cost. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Businesses in England and Wales buying software licences, SaaS subscriptions, bespoke development, implementation and IT support from technology suppliers, who want their own purchase terms to negotiate from rather than accepting the supplier's. These are business-to-business terms for the customer's side.

What matters in customer-side technology terms

Specification, acceptance and the fix

The terms should tie the supplier to a written specification and the customer's stated requirements, provide acceptance testing against agreed criteria before payment of the balance, require the supplier to fix failures within stated periods, and give the customer the right to reject and terminate for a refund where acceptance is not achieved after a stated number of attempts. Section 13 of the Supply of Goods and Services Act 1982 implies reasonable care and skill; the specification turns it into something measurable.

Service levels, support and remedies

Availability, response and resolution times should be commitments with service credits as the first remedy and termination rights where failures persist, and the terms should say that service credits do not cap the customer's other remedies. Support hours, escalation and the supplier's obligation to maintain the software and fix defects should be stated, with maintenance releases included in the fee.

Data, security and processing

Where the supplier processes personal data, the terms should include the mandatory processor provisions under the UK GDPR and the Data Protection Act 2018 with the customer as controller, require security measures to a stated standard, breach notification within a stated short period, and no processing outside the UK without the customer's consent and the required safeguards. Customer data remains the customer's, and the supplier may not use it for its own purposes, including training models, without express consent.

Exit, data return and continuity

The terms should give the customer the right to terminate on notice and for breach, require the supplier to return data in a usable format and to assist with migration for a stated period at stated rates, and to delete data afterwards with confirmation. For bespoke software, source code escrow or delivery of source should be considered, and the terms should say that termination does not end licences the customer has paid for. Automatic renewal should require notice from the supplier, not the customer.

Licences, IP, liability and price

The customer should receive the licences it needs for its users, group companies and contractors, and for bespoke work, ownership of the deliverables or a perpetual licence under the Copyright, Designs and Patents Act 1988, with the supplier indemnifying against infringement claims. The supplier's liability should be capped at a multiple of the annual fees rather than the fees themselves, with data breaches and IP indemnities outside the cap, and the cap tested for reasonableness under the Unfair Contract Terms Act 1977. Prices should be fixed for the term with increases capped, and payment on the customer's terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998 applying as agreed.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting 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 full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The system never passed acceptance and the supplier wants the balance. Do we pay?

If the terms make the balance payable on acceptance and give a right to reject after failed attempts, no, and the terms may entitle you to a refund. The supplier's own terms would say the opposite, which is the point of having yours.

The supplier's terms cap liability at a year's fees. Is that reasonable?

It is common, but for a system the business depends on it is often too low, and the customer's terms should propose a multiple with data and IP claims outside the cap. Whether a cap is reasonable under the 1977 Act depends on the deal; negotiating it is where your terms add value.

Can the supplier use our data to train its AI?

Only if the contract allows it. Your terms should say the supplier may not use customer data for any purpose other than providing the service, and name model training expressly.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Subcontractor terms for an IT services company

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.