SaaS terms for selling to customers outside the UK

A UK software business sells to the world from the moment its website goes live, and its terms are usually written as if every customer were in Manchester. English law can govern the contract, but the customer's own consumer law follows the customer home, data crosses borders in both directions, sanctions and export rules apply to who is buying and where, and the question of whether an English judgment can be enforced where the customer is decides whether the jurisdiction clause means anything. I draft terms for cross-border sales for a fixed fee of £995, delivered in five working days.

Who this is for

SaaS businesses in England and Wales with customers in more than one country, whether the international sales are incidental or the business is built for them, who need one set of terms that works abroad rather than a set per country.

What matters in SaaS terms for international customers

Governing law, jurisdiction and enforcement

The terms should choose English law, which the courts of most countries respect for business contracts, and give the courts of England and Wales jurisdiction, but the clause is only as good as the supplier's ability to enforce a judgment where the customer is. For customers in countries party to the Hague conventions on choice of court agreements and on judgments, an exclusive English jurisdiction clause supports recognition; for others, including the United States, an arbitration clause seated in London under the Arbitration Act 1996 may be enforced more widely under the New York Convention, and the terms should choose one route with that in mind.

The consumer laws that follow the customer

A choice of English law does not deprive a consumer of the protection of the mandatory rules of their own country under Article 6 of Regulation (EC) No 593/2008, as retained in the UK, where the supplier directs its activities there, and most countries have cancellation, unfair terms and digital content rules of their own. The terms should contain the UK consumer provisions under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, state that local mandatory rights are not affected, and be drafted so that the supplier's positions are defensible under the common core of those laws rather than only under English law.

Data transfers in and out

A customer abroad sending personal data into the supplier's UK systems is making a transfer under its own law, and the supplier processing it in the UK is within the UK GDPR as a processor established here, so the terms should contain the Article 28 terms and the transfer safeguards the customer's regime requires, which for EU customers currently rests on the EU's adequacy decision for the UK. Where the supplier uses subprocessors or support outside the UK, the transfer from the UK needs a mechanism under Article 46, and the terms should list the locations and the mechanism.

Export controls, sanctions and who may buy

Software with encryption or dual-use capability can be subject to the Export Control Order 2008, and sales to persons or countries subject to UK sanctions are prohibited regardless of the terms. The terms should require the customer to comply with export and sanctions laws, warrant that it is not a sanctioned person and will not use the service in a sanctioned territory, and allow the supplier to suspend or terminate where a sale would breach those rules, with the supplier's own screening described in its processes rather than in the terms.

VAT, withholding and other taxes

Business customers outside the UK are generally outside the scope of UK VAT with the customer accounting locally, while sales of digital services to consumers abroad may be taxable where the consumer is and require the supplier to register there or use a scheme, and some countries impose withholding on payments for software. The terms should state that fees are exclusive of taxes, that the customer is responsible for taxes in its country, that withholding is grossed up or borne as stated, and should require the customer's tax status and location to be given accurately, because the supplier's own compliance depends on it.

Currency, payment and local law compliance

The terms should state the billing currency, who bears exchange costs and bank charges, the payment methods accepted, and the interest on late payment, which the Late Payment of Commercial Debts (Interest) Act 1998 provides for contracts governed by English law. They should also say that the customer is responsible for compliance with the laws of its own country in using the service, that the supplier makes no representation that the service is appropriate or lawful outside the UK, and that the English text of the terms prevails over any translation. Third-party rights are excluded under 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

Can we make English law and courts apply to every customer?

You can choose them, and business customers are generally bound. Consumers keep the mandatory protections of their home country, and enforcement of an English judgment depends on where the customer is, which is why the terms consider arbitration as the route for some countries.

Do we need different terms for each country?

Usually one set drafted for the common core of consumer and data protection law, with country-specific supplements only where the business has significant sales in a country with distinct rules, such as the United States or the EU.

A customer in a sanctioned country has signed up. What now?

Suspend and terminate under the sanctions clause, and take advice on reporting. The terms give the right; the supplier's screening is what prevents the sign-up in the first place.

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 in the EU
• SaaS terms for selling to customers in the United States

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.