Contract negotiation started for SaaS License Agreement v3.2
RTRachel Torres·Acme Corp9:15 AM
James, we've reviewed the draft. We have redlines on four clauses. Starting with payment terms — our standard is net 45 with a grace period.
OriginalPayment is due within 30 days of invoice date. Late payments accrue interest at 1.5% per month.
ProposedPayment is due within 45 days of invoice date. Late payments accrue interest at 1.0% per month after a 10-day grace period.
Proposed by Acme Corp JWJames Wright·Vertex Solutions9:22 AM
Understood. We can accept the 12-month liability cap in clause 7.1. That's reasonable given the contract value.
Clause 7.1Limitation of Liability AcceptedOriginalTotal aggregate liability shall not exceed the fees paid in the preceding 6-month period.
ProposedTotal aggregate liability shall not exceed the fees paid in the preceding 12-month period.
RTRachel Torres·Acme Corp9:28 AM
Great, thank you. On termination — we need the shorter notice period and pro-rata refund for prepaid annual fees. Non-negotiable on our end.
Clause 9.3Termination for Convenience PendingOriginalEither party may terminate with 90 days written notice.
ProposedEither party may terminate with 60 days written notice. Seller shall provide pro-rata refund of prepaid fees.
Proposed by Acme Corp JWJames Wright·Vertex Solutions9:35 AM
We proposed limiting data processing to US and EU in clause 11.2, but I see you rejected it. Can we discuss?
Clause 11.2Data Processing RejectedOriginalVendor may process customer data in any region where it maintains infrastructure.
ProposedVendor shall process customer data only within the United States and European Union, unless otherwise agreed in writing.
RTRachel Torres·Acme Corp9:38 AM
Our legal team needs broader processing flexibility for our APAC offices. Let's find a middle ground — perhaps an approved regions list?