SaaS terms for selling to customers in the United States

American customers are used to American contracts, and a UK supplier selling to them has to decide how far to meet that expectation while keeping terms that work under English law. There is no single US law to comply with: consumer, auto-renewal and privacy rules are set state by state, an English judgment is enforced in the US only through a state court's recognition process, and US enterprise customers expect indemnities, insurance certificates and liability positions drafted in their idiom. The terms have to hold English law where it helps, adapt where it does not, and be enforceable at the end. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

SaaS businesses in England and Wales selling to US business customers, US consumers or both, from a first enterprise deal on the East Coast to a self-serve product with most of its users in America, who want one set of terms drafted with the US in mind rather than a US lawyer's template applied to a UK company.

What matters in SaaS terms for US customers

Governing law, forum and enforcing against a US customer

English law can govern a contract with a US business and US courts generally respect the choice, but the United States is not party to a treaty with the UK on recognising judgments, so an English judgment is enforced state by state under recognition statutes, at a cost. For customers of any size the more reliable route is arbitration seated in London under the Arbitration Act 1996, which US courts enforce under the New York Convention, or a forum in the customer's state for small claims; the terms should choose deliberately, and should say that the supplier may sue where the customer is for unpaid fees.

State consumer laws and automatic renewal

Where the product is sold to consumers, the states regulate subscription renewals with their own requirements on disclosure, affirmative consent and cancellation, and the terms should meet the strictest of them alongside the UK rules under the Consumer Rights Act 2015 and Part 4 of the Digital Markets, Competition and Consumers Act 2024, because a renewal mechanism drafted to the strictest common standard works everywhere. The fourteen-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply to a US consumer as such, but a refund policy the terms state does.

US state privacy laws and transfers from the UK

US customers' data is governed by the state privacy laws that apply to the customer, which impose contract terms on service providers that resemble but do not match Article 28 of the UK GDPR, and by the UK GDPR where the supplier processes it here. The terms should contain a data processing schedule that satisfies Article 28 and the common requirements of the state laws (purpose limitation, no sale, assistance, deletion, subprocessor flow-down), and where the supplier sends data to the US, a transfer mechanism under Article 46, which for certified US recipients can be the UK extension to the EU-US Data Privacy Framework.

What US enterprise customers expect

US procurement expects a mutual indemnity for third-party claims with defence and settlement control, certificates of insurance at stated limits, a liability cap with carve-outs for indemnities and data, and warranties that read as US warranties. The terms can give the structure in English form: an IP indemnity from the supplier, a data and use indemnity from the customer, a conduct-of-claims clause, insurance the supplier holds, and a cap tested under section 11 of the Unfair Contract Terms Act 1977, with the US idiom explained in the note rather than imported into the drafting.

Sales tax, payment and currency

SaaS is taxable in some US states and not others, with registration thresholds by state, and the terms should state that fees are exclusive of sales, use and similar taxes, that the customer is responsible for them where they apply, and that the supplier will charge them where it is registered. Payment in US dollars, card and ACH mechanics, and interest on late payment, which the Late Payment of Commercial Debts (Interest) Act 1998 provides for English-law contracts, should be stated, with the customer's location and tax status warranted.

The clauses that do not travel, in either direction

US customers will ask for 'attorneys' fees', jury waivers, 'time is of the essence' and disclaimers of 'merchantability'; English law gives costs at the court's discretion, has no jury in these cases, and implies terms under the Supply of Goods and Services Act 1982 that are excluded under the Unfair Contract Terms Act 1977 rather than by capitals. The terms should hold the English form, exclude third-party rights under the Contracts (Rights of Third Parties) Act 1999 rather than by a 'no third party beneficiaries' clause, and include the US-facing provisions that do work: export compliance, a statement on accessibility, and the government-customer clauses where the supplier sells to public bodies there.

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

Should we just use a Delaware-law contract for US customers?

Only if you are prepared to be advised on Delaware law every time it is negotiated. English law with arbitration in London is enforceable in the US and lets you keep one legal position; the terms are drafted that way with the US expectations met in structure.

A US customer wants a certificate of insurance. Is that normal?

It is standard in US procurement. The terms state the insurance you carry and provide for certificates on request; the numbers should match your policy.

Do we have to comply with every state's privacy law?

The data processing schedule is drafted to the common requirements of the state laws alongside the UK GDPR, which covers the contract terms. Whether a particular state law applies to you at all depends on your volumes there, which is a compliance question rather than a drafting one.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• SaaS terms for selling to customers outside the UK
• Reviewing a reseller agreement from a US software vendor

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.