Worked example · fictional document
An annual renewal with a 3-year auto-roll, a 12% uplift and permission to train on your data.
ORDER FORM AND SUBSCRIPTION TERMS — SAAS PLATFORM (SAMPLE, FICTIONAL) Vendor: Cascade Analytics. Customer: the undersigned. Annual subscription fee: $96,000. Term and renewal. This agreement renews automatically for successive 3-year terms unless Customer gives Vendor 120 days' written notice before the end of the then-current term. Price. Vendor may increase the subscription fees by 12% each year on the anniversary date. Data. Vendor may use Customer Data to train and improve its machine learning models and products. Service levels. Vendor targets 99% monthly uptime. Service credits are Customer's sole and exclusive remedy for any downtime. Liability. Vendor's total liability under this agreement shall not exceed the fees paid in the prior 1 month. Changes. Vendor may modify these terms at any time by posting an update on its website. Fees. All fees are non-refundable and payable regardless of use. Termination. Vendor may terminate this agreement for convenience at any time.
Do not sign as-is
Read as: SaaS / vendor / commercial contract
16 clauses read · rulebook v1.0 · written from the customer's side · see every rule
What this is, and isn't. The instant check recognises common clause patterns and judges the numbers in them against market norms. It doesn't understand every wording — an unusual clause can slip past it, so a clean result is not a clean bill of health. It isn't legal advice; use it to know what to question and what to ask for.
From your document: Vendor may increase the subscription fees by 12% each year on the anniversary date.
Ask for
Cap annual increases at the lesser of CPI or 5%.
From your document: This agreement renews automatically for successive 3-year terms unless Customer gives Vendor 120 days' written notice before the end of the then-current term.
Ask for
Cut the notice window to 30 days, cap renewals at 12 months, and require the vendor to send a renewal reminder.
From your document: Vendor may use Customer Data to train and improve its machine learning models and products.
Ask for
Add: 'Vendor shall not use Customer Data to train or improve any model or service except for Customer.'
From your document: Vendor may modify these terms at any time by posting an update on its website.
Ask for
Amendments require mutual written consent.
From your document: Vendor may terminate this agreement for convenience at any time.
Ask for
Make it mutual, or add payment for all work performed plus a kill fee of 25% of the remaining fee.
From your document: Vendor may terminate this agreement for convenience at any time.
Ask for
Make it mutual, with 90 days' notice and transition assistance.
From your document: Vendor targets 99% monthly uptime.
Ask for
Add a termination right after repeated SLA misses; credits shouldn't be the sole remedy.
From your document: Vendor's total liability under this agreement shall not exceed the fees paid in the prior 1 month.
Ask for
Cap at 12 months of fees; carve out data breach, IP indemnity, confidentiality and gross negligence.
From your document: All fees are non-refundable and payable regardless of use.
Ask for
Add a pro-rata refund on termination for vendor breach.
Protections a reasonable version of this document usually has — and this one doesn't mention.
Nothing says you can get your data back — or have it deleted — when the contract ends.
Ask for Add export in a standard format within 30 days of termination and certified deletion afterwards.
There's no route to exit for the vendor's material breach.
Ask for Add termination for uncured material breach after 30 days' notice.
Nothing limits how much the vendor can raise prices at renewal.
Ask for Cap increases at the lesser of CPI or 5%.
Every problem adds penalty points — a deal-breaker 20, a major issue 10, a minor one 4, a missing standard protection 6 or 2 — and favourable terms offset up to 8. The score halves for every 45 net points, so a very bad document still scores above a merely bad one. Bands: 85+ broadly reasonable, 65–84 negotiate a few terms, 40–64 push back hard, under 40 do not sign as-is. The score is a fast triage number — the findings are the point.
The check tells you what to question. The full workspace simulates the other side's pushback, prices your walk-away, drafts your reply, and checks it for risk — with a human gate before anything is sent.