Limitation of Liability

What This Clause Does

This clause puts a ceiling on how much money one party can recover from the other if something goes wrong. In SaaS contracts, this cap is almost always set to the amount you paid in the last 12 months — meaning if the software costs $100/month, the vendor's maximum liability to you is $1,200 no matter what happens.

For enterprise customers, this creates a real mismatch: you're using software to run critical operations worth millions, but your legal remedy if the software fails is capped at a tiny fraction of that. Always check whether excluded losses (like data loss, lost profits, or business interruption) are listed separately — they're typically excluded entirely, not just capped.

What This Looks Like in a Contract

"In no event shall either party's aggregate liability for any claims arising under or related to this Agreement exceed the amounts paid by Customer to Vendor in the twelve (12) months immediately preceding the incident giving rise to the claim."

Red Flags to Watch For

• Cap set to a single month's fees rather than 12 months
• Consequential damages (lost profits, data loss, business interruption) excluded entirely
• Cap applies even to willful misconduct or gross negligence
• No carve-out for death/personal injury or breaches of confidentiality

Negotiation Strategies