Sample positions from the Customer MSA playbook (used when selling SaaS, not buying it). The full playbook covers nineteen rules including liability, indemnity, fees, payment terms, IP ownership, data protection, suspension, termination, and dispute resolution.
§ 8 · Liability cap
Vendor-side liability cap
As the vendor, your liability cap is your tail-risk firewall.
Ideal
Cap at fees paid in the prior 12 months, with no super-caps. Lost profits, lost data, indirect, and consequential damages excluded entirely.
Fallback
Cap at fees paid in prior 12 months, with super-cap at 2× for IP indemnity and data breach. Consequential damages remain excluded.
Walk away
Uncapped liability, super-caps higher than 3× annual fees, or any liability for the customer’s lost profits / lost business.
§ 4 · Payment terms
Invoicing and late payment
When you get paid, and what happens if the customer drags.
Ideal
Invoiced in advance, payable within 15 days. Late payment accrues interest at the higher of 4% over Bank of England base rate or 8% per annum. Right to suspend service after 30 days’ non-payment.
Fallback
Invoiced in advance, payable net 30. Statutory interest on late payment. Suspension right after 60 days.
Walk away
Net 60 or longer. No suspension right. Customer-favourable change-of-terms language that lets them unilaterally extend payment.
§ 11 · Service availability
Service-level commitment (SLA)
What uptime you guarantee and what you owe if you miss it.
Ideal
99.5% monthly uptime, with service credits as the sole and exclusive remedy. Excused downtime: scheduled maintenance, force majeure, customer-caused issues.
Fallback
99.9% monthly uptime, with credits capped at 25% of monthly fees per month. Right to terminate after three consecutive months of credit-triggering downtime.
Walk away
SLA over 99.95%, uncapped credits, or any commitment that ties uptime to consequential damages outside the credit regime.
§ 12 · IP ownership
Intellectual property allocation
Who owns what after the work is done.
Ideal
Vendor retains all IP in the Service. Customer retains all IP in Customer Data. Vendor receives a limited licence to use Customer Data only as needed to provide the Service.
Fallback
Same as above, plus a licence to use anonymised, aggregated usage data for product improvement.
Walk away
Customer demands ownership of derivative works, custom features, or IP created by you in the course of providing the Service.
§ 13 · Termination for convenience
Customer termination rights
When and how the customer can leave.
Ideal
No customer-side termination for convenience during the Initial Term. Customer may terminate at the end of the Initial Term on 60 days’ notice; otherwise renewal terms apply.
Fallback
Customer may terminate for convenience with 90 days’ notice and payment of all fees through the end of the current Term.
Walk away
Customer may terminate for convenience at any time with no early-termination fee. The contract has no economic floor.