SaaS company: does your customer require you to contract under a foreign law? Here's what you need to know

You are a SaaS company. You have found a customer abroad. Everything is going well, the exchanges are fluid, the demonstration convincing. The contract is coming.

And now, while reading the conditions, a clause catches your attention:

“The contract will be governed by German law. Disputes will be settled by the Berlin courts.”

Or Belgian. Or American. It doesn't matter. It is not your right. And you ask yourself: should I accept it?

Yes, it is possible in B2B

Between companies, you are free to choose the law applicable to the contract and the court that resolves the dispute. Nothing imposes French law and French courts. And in some sectors, especially with large accounts or internationally, it is common for the customer to impose their own national law.

But this choice is never neutral. It has real consequences. And if you don't anticipate them, you're taking risks.

What you risk without realizing it

Accepting a foreign law is not simply changing two words in the contract. It can change everything:

• You are stepping out of your legal comfort zone. What is valid under French law may be invalid elsewhere. Some laws frame the limitation of liability or termination clauses differently — or even prohibit — limitations of liability.
• In the event of a dispute, you are at a disadvantage. You will need to hire a local lawyer, often in the language of the country. You will also have to go and defend your position in a foreign court. Deadlines, costs, and uncertainties are increasing.
• Your usual clauses may become inoperative. Your contract template no longer applies as it is. Sometimes you have to rewrite everything.
• You no longer have control over local obligations. Prescription, liability, security, compensation... these are all subjects where discrepancies can be major.

Should we always refuse the application of foreign law? No. But you have to think about it seriously.

In some cases, you will have to make concessions. Sometimes that's the price of a strategic contract. Here's when it might be worth considering:

• Your customer is in a position of strength and does not accept any changes.
• The contract is short term, with no major exposure (POC, test, pilot).
• You are accompanied by a lawyer who can assess the consequences of this foreign law.

But in any case, you need to know what you are signing.

A few tips to limit the risks when choosing a foreign law for your contract

If you have to accept foreign law, don't do it with your eyes closed. Here is what I recommend:

• Have the contract reviewed by a lawyer who is familiar with the applicable law. It can alert you to invisible traps.
• Check the sensitive clauses: limitation of liability, force majeure, termination, limitation, indemnities.
• Negotiate the competent jurisdiction. Choose neutral jurisdiction or international arbitration, especially if you don't want to litigate abroad.
• Limit your commitments. Be clear about your obligations (resources, no results), your liability limits and exclusions.

Conclusion

Yes, you can accept a contract that is governed by foreign law. But only if you have properly measured the impacts. It is not a simple formality. It is a legal, strategic and sometimes risky choice. I can help you review these clauses, assess the risks and secure your commitments before signing. I can also help you adapt your contract under foreign law to French law.

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