SaaS Contracts in Spain
SaaS contracts built around how your product is sold, hosted, supported, used and paid for — adapted to Spanish and EU law.
Let's talk about your SaaS contractingYour SaaS contract is not a template
When you sell access to software, the contract is what actually defines what you are selling: what the customer can do with the service, what happens if it goes down, who owns what, and what happens when the relationship ends. It is not a closing formality — it is what your relationship with every customer rests on, whether you are a Spanish startup with an international team, a foreign-founded SaaS, or a B2B platform selling into Spain.
A contract copied from a generic template, or drafted without care, does not remove those risks: it just leaves them unaddressed until they surface — usually at the worst moment, in a customer dispute, a service failure, or an investor reviewing your documentation in an investment round.
Our work is putting those risks in order, limiting them and negotiating them clearly — not promising you a contract with no risk at all or no liability whatsoever, because no contract does that.
Which documents you actually need, and how they differ
SaaS terms or B2B subscription agreement
This is the core customer contract: what is being sold, how it is priced and renewed, and the rights and obligations of each party. It is a different document from your public website or app terms, and it should not be assumed to cover the same ground.
SLA: uptime, support and service credits
The service level agreement sets what availability you commit to, what support is included, and what happens if you miss it: service credits, resolution timeframes, escalation channels. Without this, any incident becomes a negotiation from scratch with the customer.
DPA: data processing agreement, when it applies
A data processing agreement is needed when your SaaS processes personal data on behalf of your customers — not every SaaS product does, and not to the same extent. Whether it applies, and its scope, depends on your actual data flows: what data moves, through which vendors, and where it is hosted.
Privacy policy and public website terms
Your public-facing privacy policy and website or app terms are not the same thing as the contract you sign with a paying customer. They serve a different audience and a different legal purpose, and treating them as interchangeable is a common gap we find when reviewing a startup's documentation.
What we build into your SaaS contract
Right to use, not sale of software
A SaaS arrangement normally grants a right to access and use the service, not a sale of software. That distinction has real legal consequences for licensing, liability and what happens on termination, and we draft around it rather than borrowing sale-of-goods language that does not fit.
Fees, renewal and price changes
How pricing is calculated, whether the subscription renews automatically, on what notice, and under what conditions you can raise fees without exposing yourself legally or losing the customer's trust.
IP ownership and customer data
Who owns the software and its developments (usually you) and who owns the data the customer uploads to the platform (usually the customer). Confusing the two creates conflict at offboarding or in an IP dispute.
Limitation of liability
Setting reasonable limits on your liability — caps, exclusions, claim periods — so a single incident does not threaten the continuity of your company. This puts a boundary around the risk; it does not eliminate it or make you immune to claims, and there is no single "market-standard" clause we import regardless of your product.
Term, termination and exit
What happens when the contract ends: notice periods, grounds for termination, and how the customer gets their data back (portability) before access is cut off. A poorly defined exit damages your reputation more than any technical clause.
Personal data: GDPR, the DPA and international transfers
If your customers upload personal data about their own users, employees or contacts to your platform, your company acts as a data processor for that data. In that scenario, a data processing agreement is needed — it is not an optional extra, and it is not solved by one boilerplate clause dropped into your terms.
Where sub-processors (hosting, email delivery, analytics providers) or transfers of data outside the EEA are involved, this needs reviewing case by case: which vendors are actually involved, and what data flows exist. Hosting data with an EU-based provider is not the same situation as relying on sub-processors in third countries, and we do not close that analysis without seeing your actual setup.
Selling B2B or to consumers: not the same contract
A SaaS sold to other businesses (B2B) and a SaaS sold to end consumers (B2C) are not governed by the same rules, and should not be handled with the same document. B2C brings in mandatory pre-contractual information, a right of withdrawal, and stronger limits on certain clauses that B2B parties can negotiate with more freedom.
If your SaaS sells to both profiles, you need differentiated terms for each — not a single set of conditions trying to cover both cases at once.
Adapting an Anglo-style SaaS contract to Spanish and EU law
Many founders arrive with a contract set built around US or UK concepts — a master service agreement (MSA), an order form, a broad indemnity clause. These do not automatically work the same way under Spanish and EU law: an MSA's structure can be a useful reference, but limitation-of-liability mechanics, consumer protections and data-processing obligations need to be reasoned through under the rules that actually apply here, not assumed to transfer across.
We do not import figures, liability caps or "standard" clauses from a foreign template without reviewing whether they hold up under Spanish and EU law for your specific product.
Draft yours, tidy your own, or negotiate your customer's paper
Not everyone starts from the same point. Some startups need a full contract set from scratch; others already have terms, but scattered, outdated, or copied from a template that no longer fits their product. And when selling to larger customers, it is common for the customer to impose their own master agreement — in that case, the work is reviewing it and negotiating the points that expose you to the most risk.
Got a customer contract on the table and not sure what to negotiate? We review it with you before you sign.
Your SaaS contracts as an asset in due diligence
When you raise an investment round or negotiate a corporate transaction, your customer contracts get reviewed as part of legal due diligence. A coherent contract set, with a proper DPA and reasonable, documented liability limits, signals an orderly company. Improvised contracts, outdated versions, or undocumented verbal commitments raise uncomfortable questions exactly when you need to close quickly.
If your product also incorporates AI, the specific obligations that may apply depend on how you actually use that technology — it is not something a generic "AI use" clause resolves on its own.
How we work on your SaaS contracting
We map how your product is sold, hosted and used
We understand what your SaaS sells, to whom (B2B, B2C or both), what data you process and through which vendors, and what documentation you already have in place.
Drafting or review of the contract set
We draft or review terms of service, the SLA, the DPA and any other document you need, or negotiate the master agreement a customer has proposed.
Delivery, negotiation and scaling
We hand over documentation ready to use with new customers, built to hold up under an investor's or a large customer's own due diligence. For ongoing questions as you scale, our startup advisory service picks up from here.
Frequently asked questions
What should a SaaS contract include, at minimum?
The scope and the right to use or access the service, the service level (SLA) and what happens if it fails, pricing and renewal terms, personal data handling (with a DPA if it applies), who owns the IP and who owns the customer's data, limitation of liability, and termination and exit terms. How much weight each piece carries depends on your product and on who you sell to.
Can I use a SaaS contract template I found online?
It can help you get oriented on what clauses exist, but it does not reflect your product, your data flows, your vendors or how you actually sell. Using it as-is usually leaves gaps in exactly the places that cost the most later: a poorly defined SLA, generic liability limits, or a missing DPA.
Does every SaaS need a DPA?
Not every one, but it is necessary when your SaaS processes personal data on behalf of your customers — for example, if your customers upload their own users' or employees' data to your platform. Your specific product needs reviewing to know whether it applies, and with what scope.
Is it the same contract for B2B customers and for consumers?
No. A SaaS sold to businesses is governed by different rules from one sold to consumers: B2C brings in mandatory pre-contractual information, a right of withdrawal, and tighter limits on certain clauses that B2B parties can negotiate more freely. Mixing both approaches into a single document produces clauses that protect neither case well.
Can you just adapt our US or UK SaaS agreement for Spain?
Not by translating it. Concepts like a US-style MSA, order form or indemnity clause do not automatically work the same way under Spanish and EU law. We use your existing paper as a starting point where useful, but the substance gets reviewed and adapted, not copied across.
An investor is going to review our contracts in due diligence. What should they show?
Consistency between what you sign with customers and what you say you sell: clear IP ownership, a proper DPA if you process data on customers' behalf, reasonable and documented liability limits, and no verbal commitments or improvised contracts that do not match your actual business model.
How much does it cost to draft or review a SaaS contract?
It depends on whether we start from scratch or review an existing contract, how many documents you need (terms, SLA, DPA) and the complexity of your product. We give a fixed quote once we understand your product and how you sell it.
Let's talk about your SaaS contracting
Terms of service, SLA, DPA or the master agreement a customer has proposed: we draft it, review it or negotiate it with you.
Got a customer contract on the table? We'll review it before you sign.
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