Why should a SaaS company avoid the contractual documents of its customers (if possible)?

When a major customer wants to contract with a SaaS company, they often offer a pre-existing contractual framework. These can be general purchasing conditions or a generic contract designed to cover all types of products and services. These documents are not adapted to the specificities of SaaS and may create obligations that are incompatible with this model. Accepting such a contract complicates negotiation, slows down signing and increases legal risks. Here's why I always recommend using the SaaS company's agreement, even if it needs to be adapted.

Generic contracts that are unsuitable for SaaS

A SaaS does not work as a tailor-made service or the provision of software to be installed. However, the contracts offered by customers are often written for completely different contexts:

• Terms of purchase designed for the purchase of equipment or one-off services, with clauses that are inapplicable in SaaS.
• All purpose contracts, designed to supervise the purchase of software, hardware and consulting services alike.
• Obligations that are incompatible with SaaS, such as the assignment of a dedicated employee or the ability to perform physical audits on third-party data centers.

Using such a document requires extensive rewriting to avoid obligations that are impossible for the publisher to meet.

A SaaS has contractual specificities

A SaaS contract is based on specific principles, including:

• Shared infrastructure : customers share the same platform, so the publisher cannot individually adapt security, subcontractors or software developments.
• No deliverables or acceptance : SaaS is access to a service, not product delivery. Access is provided under license, with no transfer of intellectual property.
• Ongoing updates : all customers benefit from developments in real time. Maintenance is not individualized except in exceptional cases.
• Third-party cloud hosting : the publisher does not have physical control of the servers and cannot guarantee certain unrealistic technical commitments. The security measures are the same for the entire infrastructure and for the customers.

These realities must be integrated from the start in the SaaS contract signed between the parties.

Faster and more effective negotiation

Using the SaaS company'scontract does not mean imposing a rigid framework. On the contrary, it is often possible to add clauses specific to customer needs :

• Reinforce certain security and compliance obligations.
• Integrate commitments adapted to major accounts (regulatory compliance obligations, etc.).
• Adapt the conditions of reversibility or support.

This approach makes it possible to secure the interests of both parties while avoiding the need to rebuild an entire contract, which unnecessarily lengthens the negotiation. Integrating SaaS requirements into a contract that is not related to this field is often a balancing act, with a very high probability of not achieving a functional solution. This is a significant risk in the event of litigation.

Conclusion

A SaaS company has every interest in relying on its own contract. It is designed for its economic model and makes it possible to avoid unenforceable obligations. Rather than adopting an unsuitable generic contract, it is more effective to integrate customer requirements into a framework adapted to SaaS. This method secures commitments while speeding up negotiations.