Most software vendors cap liability at fees paid. In a 2025 Eighth Circuit decision, that language barred an Omaha vendor from recovering a dollar of the $1,884,000 its enterprise customer walked away from. Here is what to change in your own agreement.
Short answer: acceptance criteria are subjective (“the customer decides if it is good enough”) and completion criteria are objective (“we delivered X, here is the proof”). As a vendor, you want completion criteria in every SOW, because that is what gets you paid. As a SaaS attorney, I run into
Short answer: a little of both, but mostly trust. The lesson from Salesforce.com is that there is no SLA buried in its subscription agreement; the uptime and security commitments live on a public “trust site” instead, which shortens the contract negotiation and builds more trust than an embedded SLA ever
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