A full sample review

Made from a fictional software subscription agreement. Yours follows your contract and the priorities you give us.

1. The answer

Sign, change or walk away, in one page

The answerSign with these changes

3 changes

The agreement is workable once three points move. None of them is unusual to ask for.

Must change.Renewal notice (clause 4.2), use of your data for AI training (clause 9.2), the liability cap (clause 12.1).

For your information.Prices can rise once a year by up to the consumer price index plus 3 per cent. The service levels are standard for this market. Governing law is New South Wales, which suits you.

Not reviewed.The data processing addendum referred to in clause 14 was not attached. Ask for it before you sign.

2. Your contract, marked up

Changes tracked in your own Word file

Clause 9.2, marked upUse of Customer Data

9.2The Provider may use Customer Data ~~for any purpose, including to develop and improve its products and to train machine learning models~~only to provide the Services to the Customer, and must not use Customer Data, or any data derived from it, to train or improve any artificial intelligence or machine learning model.

Why: as written, your customer records could be used to build their product. The change limits use to running your service. Our rule: a provider uses customer data only to provide the service.

12.1The Provider's total liability is limited to ~~the fees paid in the one month~~the fees paid or payable in the twelve months before the claim, except that liability for a breach of clause 9 or clause 10 (Security) is not limited.

3. The plan

What to ask, what to accept, when to walk

The planThree points, in order of importance to you

Point	Ask first	Accept	Walk away if
AI training	No use of your data to train any model	Only de-identified, aggregated data, with a right to opt out	They keep the right to train on identifiable records
Liability cap	Twelve months of fees; breaches uncapped	Twelve months; breaches capped at three times that	The cap stays at one month
Renewal	30 days notice and a reminder	60 days notice	Not a walk-away point: diarise the date

4. The email

Ready to send in your own name

To: the provider's account manager
Subject: Order form, three points before we sign

Hi Sam,

Thanks for the agreement. We are ready to sign once three points are settled, and we have kept each one narrow.

First, our customer data is used only to run our service and not to train any model. Second, the liability cap moves to twelve months of fees, with breaches of data and security obligations outside the cap. Third, the renewal notice moves to 30 days, with a reminder from you.

Would it be a problem to make these changes in the order form, so your standard terms stay as they are?

Regards,
Alex

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