A cloud, SaaS or technology services contract is not only about price, term and the scope of the engagement. SLAs, intellectual property, data protection, limitations of liability and termination rights can determine what happens when the service does not perform as expected, when a disagreement arises, or when the business wants to change supplier.
SLAs are not simply an availability percentage. The contract has to set out how availability is measured, which situations are excluded, what the supplier's obligations are and what happens when the agreed service levels are not met. Intellectual property rights matter just as much. In software development or customisation work, it has to be clear who acquires the rights in the result of the work and what rights the supplier retains in its pre-existing software, libraries and tools. That distinction matters particularly where technology is developed specifically for the business.
"A contract has to provide not only for how the relationship starts, but for what happens when it does not work as intended."
Finally, the exit from a technology contract can matter as much as its start. We look at the termination clauses, the post-termination obligations, the return or migration of data, transition assistance and the rights that have to be preserved so the business can change supplier without unnecessary operational risk.
Beyond the headline number
An SLA is not just a number
An availability percentage is only worth something if the contract defines how it is measured, which situations are excluded and what applies when the supplier does not meet the agreed service level.
GDPR requirement
A DPA is not a formality
Where a supplier processes personal data on your behalf, the contract has to include the processing terms required by Article 28 GDPR. The supplier's obligations, the use of sub-processors and the security of the processing all have to be clearly set out.
A common negotiating point
Who owns the intellectual property?
In software development or integration projects, the contract has to make clear who holds the rights in the result of the work and what rights the supplier retains in its pre-existing software, libraries and tools.
Exit planning
The exit has to be provided for from the start
The ability to change supplier often depends on terms agreed at the start of the engagement: data export and return rights, transition assistance, a post-termination period, and access to the data or materials needed to keep operating.