Terms of Service & Privacy Policy The two documents standing between your platform and every user on it.

The strongest protection for a SaaS business is built in layers, so that if one layer fails, the next catches. We call it the waterfall, and we build it into every set of terms we draft. Here is what each layer actually does:

1. A services carveout that defines exactly what you sell. Most platforms sell access rather than outcomes, and the carveout is where that gets said legally. If your SaaS connects two parties, such as customers and providers or buyers and sellers, the carveout makes their disputes theirs rather than yours, the same way Uber helps resolve rider complaints every day without being liable for a driver’s conduct. Your business practices have to match the carveout for it to hold, which is why we review your user flows alongside the drafting.


2. Risk acknowledgements. The user agrees upfront to the realities of relying on a platform, starting with the fact that nobody can promise 100% uptime. Acknowledgements do a second job that is easy to miss: a user who has already agreed in writing that they accepted a risk is a user who thinks harder before suing over it.


3. Disclaimers. These set the limits of what you take responsibility for, and a SaaS platform typically needs three kinds: warranty disclaimers that manage consumer-protection law, liability disclaimers for errors and omissions, and third-party disclaimers for the payment processors, integrations, and plug-ins your platform depends on but does not control.


4. A release. The logical next step after an acknowledgement: for the risks the user accepted and the things you disclaimed, the user releases you from the resulting claims and costs. One honest caveat belongs here. None of these layers stops anyone from filing a lawsuit. What they do is give you a clean, layered defence when someone does, which is usually the difference between a nuisance and a crisis.


5. A limitation of liability. If every layer above fails and you are actually found liable, this clause caps what you owe, typically at the amount the user paid you over some defined period. Courts scrutinize these caps, and a cap designed to be genuinely fair is a cap that survives that scrutiny; a cap designed to be clever usually does not.


6. Insurance. Not a clause in the terms but a layer in the strategy: the goal of everything above is that when something does go wrong, a claim lands on your insurer instead of your company’s savings, and settling through insurance is almost always cheaper than paying lawyers to fight. We check that your coverage and your terms actually line up, because a gap between them is where the waterfall leaks.


7. Dispute resolution designed with care. Arbitration can be cheaper, faster, and private. However, a one-sided clause can be worse than none. In Uber Technologies Inc. v. Heller (2020 SCC 16), the Supreme Court of Canada struck down Uber’s arbitration clause as unconscionable because it required drivers to arbitrate in the Netherlands with about US$14,500 in up-front fees, and the ruling opened the door to a class action. A dispute-resolution clause has to be fair enough to survive, or it protects nothing.

The layers only work if your platform’s real practices match them, which is why our process starts with your SaaS rather than a precedent, so we go through your user flows, your signup, your billing, and your support process, and we regularly end up improving the operations as well as the documents.