The product is starting to scale
Enterprise customers, new markets, larger amounts, and due diligence processes may require a much more sophisticated SaaS contract.
Business and Technology · RRYP Global
Technology contract lawyers in Spain
Drafting, reviewing, and negotiating contracts for technology companies, SaaS providers, platforms, and digital businesses that develop, sell, license, or integrate technology and need to protect intellectual property, monetization, data, and commercial position.
SaaS
Software
Licenses
SLA
AI and integrations
Madrid · Malaga · Cordoba
Technology and international operations
Technology and international operations
Start point
When does a technology company need a tailor-made contract?
When the technological product begins to generate value, the contract ceases to be a commercial transaction and becomes part of the business architecture.
The document should specify what is being sold, what is being licensed, what the customer can do, who retains the rights, what level of service is guaranteed, who is responsible if the system fails, and how the relationship ends.
Technology is licensed to third parties
Scope of use, users, sublicenses, restrictions, ownership, updates, and termination must be clearly defined.
A third party develops part of the product
Deliverables, milestones, acceptance, guarantees, and code ownership can become critical points of the project.
A major client imposes their contract
Limits of liability, SLAs, indemnities, audits, security, DPAs, and intellectual property often become points of negotiation.
The service relies on APIs, third parties, or AI
External dependencies, licenses, availability, data, outputs, authorized use, and responsibility must be ordered.
The product crosses borders
Applicable law, jurisdiction, data transfers, subcontracting and contractual adaptation may vary between markets.
Writing and revision
Technology contracts that we structure
The contractual architecture depends on how the technology is exploited, who uses it, what elements are proprietary and what third parties are involved in the provision.
SaaS Contracts
Subscription, license, availability, support, payments, limits of liability, data and termination.
Software licenses
Usage rights, users, territory, sublicenses, restrictions, updates, ownership and exit.
Software development contracts
Scope, milestones, deliverables, acceptance, defects, warranties, repositories, and code ownership.
SLA, support and maintenance
Availability, response times, incidents, criticality levels, service credits and escalation.
Integrations, APIs and partners
Access, documentation, technical limits, support, revenue share, data, responsibilities and dependence on third parties.
Marketplaces and digital businesses
Relationship with professional users, platform operation, payments, hiring rules and liability.
Contracts with AI integrations
Models, datasets, outputs, licenses, dependencies, confidentiality, and risk allocation.
Reseller and technology partner
Marketing, territory, customers, revenue share, brand, support and termination.
International technology contracts
Transactions in which software, digital services or technology are traded between companies in different countries.
Affairs
Representative experience
A selection of software operations, platforms and digital contracting with an international dimension.
International software contract for a technology company
Contractual architecture of a software marketing operation between several jurisdictions, with special attention to license, scope of use, economic regime, risk allocation, liability and termination.
View subject →Terms and conditions for international marketplace
Analysis of the business model and structuring of the relationships between the platform and professional users for international operations.
View subject →Software contract for technology provider
Drafting a contract to protect code, commercial interests, usage rights, technical guarantees, confidentiality, and dispute resolution.
View subject →Recruitment for companies with digital products and cross-border activity
Drafting, reviewing and negotiating transactions where technology, intellectual property and international dimension converge.
Contractual architecture
The contract must protect the product and the business model
In technology, the main asset may not be a physical item. It can be code, data, know-how, integration, access, recurrence, or scalability.
Ownership and operation
The client needs to know what they are retaining, what license they are granting, and what rights they are granting.
Ambiguous wording can lead to conflicts regarding code, improvements, developments, documentation, data, outputs, or component reuse.
- Dress
- Licenses
- Improvements
- Know-How
- Facts & figures
- outputs
Risk and continuity
The contract should define what happens if the service does not work as expected.
Availability, support, responsibility, incidents, dependence on third parties, security, termination and exit must be sufficiently organized.
- SLA
- Support
- Liability
- Security
- Termination
- Portability
SaaS
When the product scales, the contract must also scale.
A contract that helps you close your first clients may not be suitable for selling to enterprise companies, passing due diligence, or entering new markets.
Growth typically increases contractual demands regarding liability, security, data, availability, intellectual property, and exit.
SLA and availability
Metrics, uptime, incidents, response times, service credits, and obligation limits.
Responsibility and guarantees
Caps, exclusions, indemnities, guarantees, insurance and risk allocation in relation to sophisticated clients.
DPA, sub-managers and exit
Roles, treatment, providers, access, portability and destination of information when the service ends.
Subscription model
Rates, users, consumption, renewals, upgrades, downgrades and billing rules.
Acceptable Use and Ownership
Product licensing, restrictions, reverse engineering, improvements, developments, and ownership.
Framework agreement and annexes
An international model may require a framework agreement, local annexes, DPAs, and specific clauses depending on the market and client.
Software development
Paying to develop technology does not in itself resolve who owns it.
In technological development, scope, deliverables, acceptance, and intellectual property should be treated as separate issues.
01
Scope
It is necessary to define what is being developed, what functionalities are included, and what is left out of the project.
02
Milestones and acceptance
It is advisable to establish deliverables, acceptance criteria, tests, and consequences of defects or delays.
03
Code and components
A distinction must be made between custom code, pre-existing code, libraries, third-party components, and developments created during the project.
04
Ownership and license
Ownership, transfer, license, right to modify, reuse and exploitation must be expressly defined.
05
Continuity
Repositories, documentation, maintenance, support, delivery, and transition can be critical if the relationship ends.
AI and integrations
Integrating artificial intelligence adds a new contractual layer
When a solution uses external models, datasets, APIs, or artificial intelligence tools, the contractual risk is not solely in the algorithm.
It is important to identify what is licensed, what information is entered, what rights exist over results, what third parties are involved, and how responsibility is distributed.
Read the analysis →
Model. Dataset. Input. Output. License. Liability.
International technology
The same product may require different contractual structures when crossing borders
It is not enough to translate a Spanish contract and use it in another market.
01
Applicable law
It must be determined which law governs the relationship and what margin exists for choosing it.
02
Forum and arbitration
Jurisdiction and resolution mechanisms should be analyzed taking into account counterparty, market and enforcement.
03
Facts & figures
Processing, sub-processors, cloud providers and international transfers may require specific documentation.
04
Enterprise client
Large clients can impose their own requirements regarding auditing, security, guarantees, and liability.
Working with RRYP
First we understand how the product works
A technology contract cannot be properly constructed without understanding what the product does, how it is delivered, who is involved, how it is monetized, and what depends on third parties.
Product
Functionality, architecture, users, clients, third parties, and service model.
Business
Price, subscription, licensing, growth, distribution, and revenue model.
Risk
IP, data, SLA, security, responsibility, dependencies, and exit.
Contract
Drafting, review, negotiation, annexes, DPA and closing.
Team
RRYP Global
Legal management, international contracting, litigation, customer relations and management of cross-border technological operations.
Knowledge and practice
Technology, business and international law
The technology contracts practice is integrated into RRYP Global's work on business, contracting and disputes with an international dimension.
Method
How is contractual work structured?
The scope depends on the complexity of the product, the parts, the integrations, the countries, the existing documentation and the state of the negotiation.
Analysis
Product, model, parts, users, markets and dependencies.
Architecture
License, IP, service, data, SLA, liability and exit.
Writing or revision
New contract or critical analysis of the document proposed by the client or counterparty.
Negotiation and closing
Versions, negotiation, annexes, DPA, SLA and final documentation.
Budget closed per phase
Before starting each phase, RRYP Global defines its scope and the corresponding fees.
An enterprise contract review, a SaaS draft from scratch, a DPA, an SLA, or a multi-round negotiation are all different jobs and are budgeted according to the actual scope required.
Legal Intelligence
Delving deeper into technology contracts
SaaS, software, artificial intelligence, intellectual property, international contracts and risks of technology companies.
International SaaS contract: critical clauses when the product scales
SLA, responsibility, data, IP, enterprise and international expansion.
Read the analysis →Intellectual Property and AI Integrations
Models, datasets, outputs, licenses and rights within technological solutions.
Read the analysis →International contracts for business operations
Applicable law, jurisdiction, negotiation and contractual architecture between companies from different countries.
View International Contracts →
Before signing
Initial issues
In technology procurement, product, property, service, data, third parties and business model must be analyzed together.
What is a technology contract?
It is a contract that governs the development, use, licensing, provision, integration, or commercialization of technology. It can include software, SaaS, APIs, digital services, platforms, or artificial intelligence solutions.
What is the difference between a SaaS contract and a software license?
A license primarily regulates the right to use the software. A SaaS model typically combines a license with ongoing service provision, remote access, support, hosting, and data processing.
Who owns the software developed by a third-party vendor?
Payment for development should not be presumed to automatically grant all rights. Ownership, assignment, licensing, pre-existing components, and exploitation rights must be analyzed and expressly regulated.
What should a SaaS contract include?
It depends on the product, but the following are usually relevant: license, subscription, SLA, support, data, confidentiality, intellectual property, security, liability, termination, and exit.
What is an SLA?
A service level agreement defines metrics and commitments regarding service delivery, such as availability, response times, incident resolution, or consequences for certain breaches.
Can the liability of a SaaS provider be limited?
Technology contracts often contain systems for assigning and limiting liability, but their effectiveness depends on the applicable law, the type of obligation, and the circumstances of the relationship.
What happens if SaaS uses cloud providers or third-party tools?
It is worth analyzing which services depend on third parties, what guarantees exist, what happens if those services fail, and how availability, security, and responsibility are distributed.
What should be regulated when software integrates artificial intelligence?
Relevant factors may include model licenses, datasets, inputs, outputs, information usage, confidentiality, warranties, and the distribution of responsibility between parties and suppliers.
Can the same SaaS contract be used in all countries?
This should not be assumed. An international model can be structured using a framework agreement and annexes, but applicable law, jurisdiction, data, local requirements, and the commercial conditions of the relevant market must be verified.
What type of technology projects does RRYP Global undertake?
RRYP Global focuses this practice on technology contracts and operations with economic relevance, legal complexity, international dimension or significant impact on the business.
Legal authorship
RRYP Global
Content developed for the International Business and Technology internship at RRYP Global.
The information contained on this page is general and does not replace individualized analysis of the product, business model, contract, parties, intellectual property rights, data processing, suppliers, countries, applicable law and circumstances of each transaction.
Technological solutions may be subject to different contractual rules, intellectual property, data protection, electronic commerce, private international law and sectoral regulations depending on the product structure and the jurisdictions involved.
First legal meeting
Understand the product before writing
350 € VAT includedThe first meeting allows you to understand the product, the business model, the contractual relationship that needs to be built, and the main risk points.
- Type of product or service
- Target customers
- SaaS model, license or development
- Countries of operation
- Revenue model
- Software Ownership
- Third-party dependencies
- Data treated
- SLA or required support
- Existing document
- Negotiation status
- Expected closing date
When a contract, proposal, MSA, SLA, DPA or counterparty document already exists, its detailed review constitutes further work if it requires specific analysis.
The meeting does not imply automatic acceptance of the assignment. If RRYP Global is able to take on the project, the next phase is formalized with a proposal, scope, fixed budget, and engagement letter.
Schedule initial legal meeting
Related matters
When technology is part of a larger operation
A technology contract can be connected with international expansion, intellectual property, litigation, competition, or a crisis in a business relationship.
Before selling, licensing, developing, or integrating technology, it's important to know who retains the rights, what service is guaranteed, the extent of each party's responsibility, and what happens when the relationship ends.