Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
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You're close to launching your software, or maybe a customer has just sent through their procurement checklist and contract markups. Suddenly, your terms, EULA, privacy policy and other customer documents feel a lot more real.
That's a normal moment for a SaaS business. Your legal documents aren't just fine print - they set the rules for how customers can use your product, what you're responsible for, how you get paid, and what happens if something goes wrong.
A SaaS terms and EULA lawyer can help you check whether those rules actually match your product, your risk and the way you sell. This doesn't have to be complicated, but it does need to be tailored.
Do I Need A SaaS Terms And EULA Lawyer Before Launching?
Usually, yes - if customers will rely on your software for business tasks, pay recurring fees, upload data, or accept your terms online, getting legal input before launch is a smart move.
SaaS products often look simple from the outside. A user signs up, clicks accept and starts using the platform. Behind that, your terms need to deal with several commercial and legal issues at once, including:
- who owns the software and any improvements
- what the customer is allowed to do with the platform
- how subscriptions, renewals, refunds and price changes work
- what service levels, support, maintenance and security terms you promise
- who is responsible for customer data and security
- what happens if the customer misuses the product or stops paying
- how much liability your business is prepared to accept
For example, say Maya runs a Melbourne SaaS startup that helps gyms manage bookings and memberships. Her first customers are small studios, but a national fitness group wants to sign up 40 locations. If her terms only say users can access the app, they may not clearly deal with multi-site access, admin permissions, data exports, failed payments or onboarding support. A lawyer would look at how the product is actually sold and used, then tighten the terms around those risks.
Templates can be useful for spotting common clauses, but they often miss the way your pricing, product features and customer promises fit together. That's where a tailored review makes a real difference.
What Will A Lawyer Check In Your SaaS Terms?
A lawyer will check that your SaaS terms clearly describe the commercial deal and protect you without overpromising to customers.
Your SaaS terms are usually the main contract between your business and the customer. They may sit on your website, form part of an order form, or be attached to a signed master services agreement or terms of use. A lawyer will look closely at whether the documents work together, so you don't end up with conflicting promises.
Key Clauses Your SaaS Terms Should Cover
- Subscription scope: who can use the platform, how many seats are included, and whether access is limited by company, location, plan or use case.
- Fees and billing: how often you bill, when payment is due, what happens if payment fails, and whether fees are refundable.
- Renewals and cancellations: whether the contract renews monthly, annually or for another term, and how much notice the customer must give.
- Acceptable use: rules against scraping, reverse engineering, security testing without permission, unlawful content, spam and excessive usage.
- Support and maintenance: what support you provide, when it's available, and whether updates or downtime are included.
- Customer responsibilities: keeping login details secure, getting user consents, checking outputs and complying with laws that apply to their industry.
- Suspension rights: when you can suspend access, such as non-payment, security concerns or misuse.
Your lawyer will also check whether your terms are fair and enforceable under the Australian Consumer Law, which is part of the Competition and Consumer Act 2010. This matters if you use standard form contracts with consumers or small businesses. Since 9 November 2023, unfair contract terms can attract penalties, not just be declared void. A small business contract can be caught where at least one party has fewer than 100 employees or annual turnover under $10 million.
The practical point is simple: clauses that give you broad one-sided rights, such as changing the product, price or contract whenever you like, need careful drafting.
What Will A Lawyer Check In Your EULA Or Software Licence?
A lawyer will check that your EULA or software licence clearly limits how customers can use your software while keeping your intellectual property protected.
An End User Licence Agreement, often called an EULA, is especially common where users download software, install an app, use a browser extension or access licensed code under a software licence. For pure SaaS products, some of the same licence wording may sit inside your SaaS terms instead of a separate EULA.
The core question is this: what exactly are you allowing the user to do? If the answer is too broad, you may accidentally give customers rights you never intended to provide.
Licence Scope Checklist
A software licence agreement lawyer will usually review whether your licence is clear on:
- Who gets access: the customer entity, named users, authorised contractors, affiliates or group companies.
- What they can do: access, install, copy, display or use the software, and only for agreed business purposes.
- What they can't do: resell, sublicense, modify, decompile, copy, compete with you, or use the software to build a similar product.
- Territory: whether the licence is limited to Australia or available globally.
- Duration: whether access lasts for the subscription term only or continues for a trial, beta or pilot period.
- Ownership: confirmation that you retain the software, source code, branding, documentation, trade marks and improvements.
Trade marks are another piece of the puzzle. Registering your brand through IP Australia can help protect your product name, logo or platform name, but your contracts should still control how customers can use your branding.
If your software includes open source components, your lawyer may also check whether the relevant open source licences affect your commercial licensing position. Some licences are low risk, while others can create obligations around notices, source code or redistribution.
How Do Data, Privacy And Security Clauses Work In SaaS Contracts?
Data clauses need to explain what data you collect, who controls it, how you can use it, and what happens if there's a security incident.
This is one of the biggest areas a SaaS lawyer will review because most SaaS products handle customer data in some way. Even if you don't think of yourself as a data business, your platform might store user profiles, payment details, analytics, documents, health information, location data or business records.
In Australia, the Privacy Act 1988 and the Australian Privacy Principles may apply to your business if you have annual turnover over $3 million, or if an exception applies. Exceptions can include some health service providers, credit reporting activities and businesses that trade in personal information. If the Privacy Act applies, you may also need to deal with the Notifiable Data Breaches scheme through the Office of the Australian Information Commissioner.
What Your Lawyer Will Look For
- Privacy policy alignment: your terms and privacy policy should tell the same story about collection, use, disclosure and storage of personal information.
- Customer data ownership: customers usually keep ownership of their data, while you get a limited right to host, process and use it to provide the service.
- Analytics and aggregated data: if you want to use de-identified or aggregated data to improve the product, say so clearly.
- Security standards: avoid promising bank-level or perfect security unless you genuinely meet that standard.
- Subprocessors: if you use cloud hosting, support tools or analytics providers, your contract should allow this and explain the process.
- Data return and deletion: say how customers can export data and what happens after termination.
For example, if Maya's gym software stores member names, phone numbers and attendance records, her contract should explain that the gym remains responsible for getting any required member consents, while Maya's company hosts and processes the data to provide the platform.
What Happens If Your SaaS Platform Goes Down?
Your terms should say what service level you promise, what exclusions apply, and what remedy the customer gets if you miss it.
Uptime clauses can be a hidden risk. Sales pages sometimes promise reliable, always-on access, while the contract says the service is provided as is. That mismatch can create unhappy customers and contract arguments.
A lawyer will help you decide whether to include a formal service level agreement, often called an SLA. Not every early-stage SaaS business needs a detailed SLA, but if you sell to enterprise customers, regulated industries or customers who depend on your software daily, you'll likely be asked for one.
A Simple Uptime Example
Say your contract promises 99.5% monthly uptime. In a 30-day month, that allows around 3.6 hours of downtime. If your platform is unavailable for 8 hours outside excluded maintenance windows, you have missed the target by about 4.4 hours.
Your SLA might say the customer's only remedy is a 10% service credit for that month, provided they request it within 30 days. Without that detail, the customer may argue for a larger refund, termination right or damages.
Your lawyer will check whether the SLA covers:
- how uptime is measured
- whether scheduled maintenance is excluded
- whether outages caused by the customer, third-party systems or force majeure are excluded
- what service credits apply
- whether service credits are the customer's sole remedy for downtime
- how incidents are reported and escalated
The goal isn't to avoid responsibility. It's to set a clear, workable promise your team can actually meet.
What SaaS Legal Documents Should You Have Ready?
You'll usually need a set of documents, not just one set of terms, because different users and customers need different information.
Your exact document set depends on how you sell. A self-serve SaaS product may rely on website terms, clickwrap acceptance and a privacy policy. A B2B enterprise SaaS product may need order forms, negotiated terms, a data processing schedule and security documents.
Fill-In Outline For Your SaaS Contract Pack
This outline is a useful starting point, but a lawyer should tailor it before you use it with customers.
- Parties and acceptance: write who the contract is with and how the customer accepts it, such as clicking accept or signing an order form.
- Subscription details: set out the plan, users, usage limits, fees, billing cycle and renewal process.
- Licence and access rights: describe the limited right to use the software and any restrictions.
- Acceptable use rules: list prohibited conduct, security restrictions and content rules.
- Customer obligations: cover accounts, passwords, user conduct, legal compliance and customer data quality.
- Support and service levels: explain support channels, response targets, maintenance and uptime promises.
- Data and privacy: cover personal information, customer data, subprocessors, security and data deletion.
- Intellectual property: confirm ownership of the platform, feedback, improvements, branding and documentation.
- Payment and taxes: set out invoicing, late payments, GST treatment and suspension for non-payment. Get separate tax advice where needed.
- Liability and indemnities: state liability caps, exclusions and any customer indemnities for misuse or unlawful data.
- Termination: explain termination rights, notice, consequences, data export and survival clauses.
- General legal terms: cover governing law, assignment, notices, changes to terms and dispute escalation.
If you email marketing messages from your platform, the Spam Act 2003 may also be relevant. You may need consent, sender identification and a working unsubscribe function. If you take online payments, your payment provider's rules may also shape your refund and chargeback processes.
How Much Does A SaaS Terms Or EULA Review Cost?
It depends on the complexity of your product, how many documents need review, and whether you need drafting, negotiation support or both.
The main cost drivers are usually:
- how many customer documents you already have
- whether you sell self-serve, through sales-led contracts, or both
- whether personal information, sensitive information, AI features or overseas data hosting is involved
- whether enterprise customers are requesting security, SLA or procurement changes
- whether your software includes AI features, open source code or third-party integrations
- how much negotiation is needed with customers
You have a few options. A free template may help you map the clauses you need, but it won't check whether the terms match your product or comply with Australian law. An online fixed-fee legal service can be a practical middle ground because you know the scope and cost before work starts. A traditional firm billing by the hour may suit complex enterprise negotiations, but the final cost can be harder to predict.
A good review should give you more than tracked changes. You should come away knowing which risks matter most, which positions are market standard, and which clauses you can compromise on without giving away too much.
Some legal providers quote a fixed fee up front, so you can decide whether the scope works for your business before you commit.
Key Takeaways
- A SaaS terms and EULA lawyer checks whether your legal documents match how your product is sold, accessed and supported.
- Your licence scope should be clear about who can use the software, what they can do, and what rights you keep.
- Acceptable use, uptime, data, privacy, liability and termination clauses are often the highest-risk areas.
- Australian Consumer Law, unfair contract terms, the Privacy Act 1988, the Spam Act 2003 and IP protection can all be relevant to SaaS businesses.
- Templates can help you get started, but SaaS contracts work best when they're tailored to your product, customers and growth plans.
If you'd like help with your SaaS terms, EULA, software licence agreement or customer contract review, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
Drafted by Taylor, Sprintlaw's AI, and overseen by Alex Solo. How we write
Alex SoloCo-Founder
