Pricing and billing in a SaaS contract: risks and good practices

A SaaS contract is often won on the product, but lost in litigation… over pricing and billing. With the Data Act (EU) 2023/2854, France's SREN Law no. 2024‑449 and the NIS2 Directive, transparency, portability and interoperability obligations are increasing. Here is how to structure prices, avoid billing pitfalls and remain compliant in 2026.

1) The legal framework affecting your prices and invoices

Data Act: portability, interoperability and the gradual end of switching charges

The Data Act requires data processing service providers (including many cloud and SaaS services) to facilitate provider switching, ensure interoperability and phase out transfer fees (“switching charges”) according to the regulation's timetable, with full elimination at the end of the transitional period. Contractually anticipate free portability at the deadline, open formats and documented APIs (coordinated with your SLAs). Source: Regulation (EU) 2023/2854.

SREN Law: transparency and combating unfair practices

SREN strengthens transparency requirements for digital services in France, particularly user information, interoperability and certain commercial practices. Check that your documents (quotation, terms of sale/agreement) clearly explain billing metrics, additional fees, alert thresholds and termination arrangements. Source: Law no. 2024‑449.

Commercial Code: payment terms, penalties and the €40 indemnity

In B2B, invoices must state the late-payment penalty rate and fixed €40 indemnity for recovery costs, as well as payment terms. See C. com., art. L441‑10 and Service Public Pro guidance. Price increases must remain fair under the rules on significant imbalance (C. com., L442‑1).

NIS2: cybersecurity, continuity and indirect pricing effects

If your SaaS falls within “essential” or “important” entities, NIS2 requires risk management measures and incident notifications. This affects your SLAs, security costs and potentially your pricing model (e.g. passing on hardening costs). Source: Directive (EU) 2022/2555.

B2B electronic invoicing: the 2026 timetable

France's B2B electronic invoicing reform starts from 2026 according to a timetable based on company size (receipt for all and phased issuance). Anticipate compatibility of your ERP and billing flows. References and timetable: economie.gouv.fr.

2) The most common SaaS contractual risks

• Unclear metrics (user, MAU, API calls, storage, compute) making invoices disputable.
• Uncontrolled excess consumption (overages) due to missing alerts/notice, with retroactive effects.
• Unilateral price increases without a cap, objective indexation or termination right.
• “Hidden” fees (setup, premium support, egress/migration) that will ultimately be non-compliant with the Data Act.
• Non-compliant invoices (mandatory information, deadlines, penalties) exposed to rejection and disputes.
• Rigid multi-year commitments (minimum consumption, ramp-up) without adjustment clauses.
• Inconsistency between SLA and pricing (unapplied service credits, no refund mechanism).
• GDPR non-compliance concerning the quality of logs/usage measurements or data location; see CNIL guidance: cnil.fr.

For an overview of clauses to examine beyond price, see our essential SaaS contract clauses guide, and coordinate pricing credits with your SLAs and service commitments. For recurring disagreements over amounts, revisit your termination and refund mechanisms. For sales transparency, our compliant SaaS terms of sale in 2026 provide a useful starting point. On data, govern processing through a DPA (GDPR processing agreement).

3) Good drafting practices: 12 key clauses (with useful wording)

1. Scope and pricing model: “The Price comprises: (i) a [monthly/annual] subscription per [Named User/Seat/Instance], (ii) a usage component measured in [API calls/GB stored/CPU minutes].”
2. Precise metric definitions: “Monthly Active User (MAU) = any person authenticating at least once during the calendar month, excluding technical accounts listed in Annex 1.”
3. Measurement and evidence: “Measurement is performed by a timestamped [metering module], with logs retained for 24 months and auditable by the Client on 10 days' notice.”
4. Overage alerts and caps: “Alerts at 80% and 100% of quota. Any overage charge becomes payable only after 7 days' notice and is capped at +25% of the monthly package, unless agreed in writing.”
5. Quarterly true-up/true-down: “Upward/downward differences are reconciled each quarter, taking effect in the next cycle.”
6. Billing cycle and taxes: “Advance [monthly/annual] billing, excluding taxes, currency [EUR], payment at 30 days end of month by bank transfer/SEPA.”
7. Controlled price increases: “Annual indexation to [reference index], capped at +5%/year. Any increase >5% gives a right to terminate within 30 days without penalty. Notification 60 days before taking effect.”
8. Product changes: “Security and compliance updates are included. Premium modules listed in Annex 2 are charged per use. No compulsory bundling during the subscription.”
9. Professional services and additional fees: “Third-party integration, training, migration: schedule in Annex 3. No unlisted exit/egress fees.”
10. Data Act portability: “On first request and at expiry, data export in a structured, commonly used and interoperable format (CSV/Parquet + schemas), through a documented API. Switching charges are eliminated according to the Data Act timetable.”
11. SLA and service credits: “If the SLA is breached, an automatic credit applies to the next invoice. Beyond X critical incidents/month, the Client may terminate without fees.”
12. Late payment: “Late-payment interest at the ECB rate +10 points and a fixed €40 recovery indemnity (C. com., L441‑10). Suspension possible within 15 days after formal notice.”

Compliance tip: align these clauses with your SLA and DPA, and provide a detailed exit plan (timetable, formats, responsibilities).

4) Billing governance: processes to reduce 80% of disputes

• Clear catalogue (SKUs, metrics, schedules), versioned and referenced in the agreement and quotation.
• Robust metering: signed/timestamped usage logs, 24-month retention, audit exports.
• Client alerts: 50/80/100% thresholds, self-service dashboard, timestamped alert emails.
• Change management: every price change notified 60 days in advance, with an exit right if >cap.
• FinOps/LegalOps: monthly sales–usage–invoice reconciliation, audit samples, dispute handling within 10 days.
• 2026 e-invoicing: check formats (UBL/Factur‑X), PDP/PPF integration and mandatory information (economie.gouv.fr).
• GDPR by design for metering (minimisation, legal basis, information); CNIL guides.

Quick checklist

• Define every billed metric (what, when, how, evidence, audit).
• Provide usage alerts and overage caps + reconciliation.
• Control increases: index, cap, notice, termination right.
• Ultimately free portability (Data Act) + interoperable formats + API.
• Mandatory invoice information (deadlines, penalties, €40) and preparation for 2026 e-invoicing.

Quick FAQ

Can exit (egress) fees be charged in 2026?

The Data Act provides for the gradual elimination of switching charges, ending at the close of the transitional period. Anticipate free switching at the deadline in the contract, and govern optional services (professional services) separately.

How do you secure a price increase during a commitment period?

Combine objective indexation (index), an annual cap, notice (≥60 days) and a termination right if the cap is exceeded. Document the reasons (security, NIS2 compliance, measured inflation).

What information is mandatory on the invoice?

Parties' identities, date, number, description, price excluding tax/VAT, payment terms, late-payment penalty rate and fixed €40 indemnity (C. com., L441‑10). See Service Public Pro guidance.

Need an audit of your contracts and pricing schedule? We support SaaS providers from Series A to IPO.