The service and licenceGrants the customer the right to use the software (not own it), and on what plan.
Subscription and feesThe pricing, billing cycle and renewal pricing.
Acceptable useThe rules of the road — no reverse engineering, reselling, or unlawful content.
Customer dataConfirms the customer owns the data it puts in, and defers to the DPA for personal data.
Service levels and supportThe uptime the provider aims for and the support it offers.
Warranties and disclaimersA limited promise the service works as documented, with everything else disclaimed.
Limitation of liabilityCaps how much one party can be made to pay if things go wrong, and excludes indirect losses.In negotiation: Expect the cap to land around 12 months' fees. Push back on one-way caps — they should protect both sides — and on caps that quietly swallow data-breach or IP-infringement liability.
Term and terminationHow long the agreement lasts and how to end it.In negotiation: Watch auto-renewal windows — a 60-day opt-out on a 12-month term is easy to miss. Symmetric termination-for-convenience is the fair default.
Governing law and jurisdictionChooses which country’s law applies and which courts decide disputes.In negotiation: Pick a forum where you could actually afford to sue — a 'won' clause naming a court you'll never travel to is a loss.