How to Use This Checklist
Print this page. Bring it to your next vendor call. Ask every question before you sign anything. If a vendor can't answer clearly, that's a signal — not a dealbreaker necessarily, but something to pay attention to.
These questions are designed for any SaaS purchase or renewal, with a bonus section at the end for AI-specific tools.
1. What happens to my price at renewal — and is that capped in the contract?
Why it matters: Many vendors quote a great first-year price but reserve the right to raise it significantly at renewal. If there's no cap written into the contract, you have no protection.
What to push for: A contractual annual uplift cap of 3–7%. If they won't cap it, ask for a "most favored nation" clause that guarantees you won't pay more than comparable customers.
2. Are there overage charges, and what triggers them?
Why it matters: Usage-based and consumption-based pricing can quietly balloon your costs. If your team exceeds a usage threshold — API calls, storage, seats, credits — you need to know what that costs before it happens, not after.
What to push for: Clear documentation of all overage triggers and rates. Ask whether overages are billed automatically or if there's a notification and approval step before charges apply.
3. What's the auto-renewal notice window, and what do I need to do to opt out?
Why it matters: Most SaaS contracts auto-renew unless you actively cancel within a specific notice window — sometimes as narrow as 30 days. If you miss it, you're locked in for another term at whatever the vendor's new pricing is.
What to push for: At least a 60-day notice window, written confirmation (not just verbal) of the opt-out process, and an email reminder from the vendor at least 90 days before the renewal date.
4. Can I reduce my seat count at renewal, or am I locked into my current volume?
Why it matters: Companies change. Teams shrink, roles shift, and tools that were essential to 40 people might only be actively used by 25. If your contract doesn't allow seat reductions, you'll be paying for unused licenses until the term ends.
What to push for: A seat reduction clause that lets you adjust by at least 10–20% at renewal without penalty.
5. What's included in this tier vs. the next — and can features be added individually?
Why it matters: Vendors often use tiering to push you into a more expensive plan for one or two features. If you only need SSO or advanced reporting, it shouldn't cost you 50% more for an entire tier upgrade.
What to push for: A clear feature-by-feature comparison across tiers, and whether any specific features can be added à la carte at a lower cost than upgrading.
6. Is annual prepayment required, or can I pay monthly without a penalty?
Why it matters: Annual prepayment locks up budget and reduces your flexibility. Some vendors require it; others offer monthly billing but at a premium. You should know the tradeoff before committing.
What to push for: If you do prepay annually, push for a discount (10–15% off monthly pricing is common). If you need monthly flexibility, ask for it — many vendors will accommodate, especially for a first contract.
7. What are the data portability and export options if we decide to leave?
Why it matters: Switching costs are real, and data lock-in is one of the biggest. If it's hard to get your data out of a platform, it's even harder to leave — which means the vendor has less incentive to compete on price at renewal.
What to push for: A clear data export process (formats, timelines, assistance), written into the contract. Ask specifically: "If we cancel, can we export all of our data in a standard format within 30 days?"
8. Who owns the data we put into your platform?
Why it matters: This sounds like a legal question, and it is — but it's also a practical one. Some contracts include language that gives the vendor rights to use, aggregate, or even learn from your data. That may or may not be acceptable depending on your business.
What to push for: A clear statement that your company retains full ownership of all data uploaded to or generated within the platform. If the vendor aggregates anonymized data, make sure you understand the scope.
9. What's the standard SLA, and is there a service credit if you don't meet it?
Why it matters: Downtime costs you time, productivity, and sometimes revenue. If the vendor doesn't commit to uptime standards in writing, you have no recourse when things go wrong.
What to push for: A guaranteed uptime SLA (99.9% is standard for most SaaS), with service credits that apply automatically when the vendor misses it — not credits you have to request.
10. Are there any terms that change if we cross a user or spend threshold?
Why it matters: Some vendors have break points where pricing, terms, or support levels change once you cross a certain number of users or hit a spending level. These aren't always disclosed upfront, and they can catch you off guard during a growth phase.
What to push for: Ask the vendor to disclose all threshold-based changes in writing. Examples: "At 100 seats, does pricing move to a different tier?" or "At $50K annual spend, do we qualify for a different support model?"
Bonus: 5 Questions Specific to AI Tools
If you're buying or renewing a tool with AI features — or purchasing an AI-native product — add these to your list.
Is pricing per-seat, usage-based, or credit-based?
Why it matters: Credit-based and consumption models are increasingly common for AI tools, and they hide your real costs. Ask the vendor to show you what a typical month of usage looks like in dollars, not just credits. If they can't, that's a flag.
Is my data used to train your AI models — and can I opt out?
Why it matters: Some AI vendors use customer data to improve their models by default. Find out whether your data feeds their training pipeline, whether you can opt out, and what happens to data you've already submitted.
Who owns the outputs the AI generates using my data?
Why it matters: If you're using an AI tool to create content, analysis, or recommendations, clarify who owns that output. Some contracts include language that grants the vendor broad rights to AI-generated work. Read the IP section carefully.
What happens to my pricing if you change your AI model or capabilities?
Why it matters: AI tools evolve fast. If a vendor upgrades their model and raises prices to match, you want to know that upfront — not at renewal. Ask whether AI-related pricing changes are subject to the same uplift caps as the rest of the contract.
Are there spend caps or alerts for consumption-based AI features?
Why it matters: If any AI features run on a credit or consumption model, ask whether you can set a spending cap or receive alerts before you exceed your plan. The last thing you want is an unexpected invoice because a team adopted a feature faster than expected.
Quick Reference: What "Good" Answers Look Like
| Question | 🟢 Green Flag | 🔴 Red Flag |
|---|---|---|
| Price cap at renewal | Uplift capped at 3–7% in writing | "We'll discuss pricing at renewal" |
| Overage charges | Clear rates, notification before billing | Vague or "see terms of service" |
| Auto-renewal window | 60+ day notice, email reminders | 30 days, buried in fine print |
| Seat reduction | 10–20% flexibility at renewal | "Your seat count is fixed for the term" |
| Data export | Standard formats, 30-day window | "We can discuss that if you cancel" |
| AI data usage | Opt-out available, clear policy | No clear answer or "it's anonymized" |