SaaS agreement checklist

Commercial terms

• Subscription and scope. What's licensed, to whom, on how many seats or what usage — and what's expressly excluded.
• Fees, renewal, and increases. Pricing, payment, auto-renewal, and any cap on price increases at renewal.
• Term and termination. Length, how each side exits, and what happens on termination for cause vs convenience.

Service and support

• Service levels (SLA). Uptime commitments, remedies (usually service credits), and what's excluded.
• Support and maintenance. Response times, hours, and what's included vs extra.
• Changes to the service. The vendor's right to change features, and notice for material changes.

Data and privacy

• Data ownership. The customer keeps ownership of its data; the vendor gets only the rights it needs to run the service.
• Privacy compliance. PIPEDA and, where relevant, Quebec Law 25 — plus a data processing addendum where personal data is handled.
• Security. Security commitments, breach notification, and where data is stored and processed.
• Data return and deletion. Getting your data out, in a usable format, when the contract ends.

Risk and IP

• Limitation of liability. A cap that's enforceable under Canadian law and matched to the deal — watch one-sided US-style clauses.
• Indemnities. IP infringement indemnity from the vendor; customer indemnity for its own content and misuse.
• Intellectual property. The vendor keeps its IP; the customer gets a licence, and owns its own data and configurations.
• Warranties and disclaimers. What the vendor actually promises the service will do.