Salesforce MSA Decoded
Salesforce’s Master Subscription Agreement (MSA) is the cornerstone of its terms and conditions, and it’s written primarily to protect Salesforce – not the customer.
In other words, many Salesforce contract clauses heavily favor the vendor. For any enterprise entering a Salesforce deal, it’s crucial to know which clauses are negotiable and which tend to be rigid. By targeting specific high-impact sections of the MSA, companies can significantly reduce risk and secure more balanced terms.
This is Salesforce MSA explained in plain language, focusing on the top ten clauses you should scrutinize and negotiate to protect your interests. Enterprises that prepare and push back on these key points can improve outcomes and avoid unwelcome surprises down the road. For a complete overview, read our ultimate guide to Salesforce Contract Legal Terms.
Why it matters: Negotiating Salesforce contracts isn’t just about price and features. It’s also about managing risk and future flexibility.
Below we break down ten critical clauses – from liability limits to termination rights – and offer negotiation tips for each.
Knowing where Salesforce is likely to be flexible (often for larger customers or bigger deals) versus where they hold the line will help your legal and procurement teams prioritize their efforts.
Clause 1: Limitation of Liability
What it is:
The limitation of liability clause in the Salesforce MSA caps the amount and type of damages Salesforce would owe the customer if things go wrong. Salesforce’s standard position is a low cap – often limited to the fees paid (typically 12 months’ worth of subscription fees) – and broad exclusions of certain damages.
This means that even if a major failure on Salesforce’s part causes millions in losses (for example, a prolonged outage during your peak sales season or a critical data loss), Salesforce’s contractual liability might only be a fraction of what you paid them. They won’t cover “indirect” losses like lost profits or reputational damage. Essentially, the Salesforce MSA limitations of liability shift most risk to the customer.
Negotiation tips: Push for a higher cap on liability and specific carve-outs. Large enterprises often negotiate to increase the liability cap (for example, to 24 months of fees or a set dollar amount). Just as important, request carve-outs so that certain critical issues are not subject to the cap at all. Common carve-outs include data breaches, confidentiality breaches, gross negligence, fraud, or willful misconduct.
For instance, you might insist that if Salesforce breaches confidentiality or has a security incident that causes damage, those damages are outside the liability cap (or at least subject to a higher “super cap”). While Salesforce will resist unlimited liability, they may agree to exclude a few categories from the cap or raise the cap for those scenarios – especially if you’re a major customer.
Make sure any increased cap or carve-out is explicitly written into the contract. The goal is to ensure Salesforce has real skin in the game if something truly serious happens.
Clause 2: Indemnification
What it is:
The Salesforce indemnification clause outlines who is protected and who is responsible in the event of certain legal claims made by a third party. Salesforce’s standard MSA indemnifies the customer only for intellectual property (IP) infringement claims – meaning if someone sues you claiming Salesforce’s software infringes their patent or copyright, Salesforce will defend and cover the costs.
However, the MSA typically does not indemnify the customer for other types of claims (for example, if a data breach occurs or if Salesforce fails to meet regulatory requirements). Meanwhile, the customer usually has to indemnify Salesforce for a broader range of issues, such as any claim arising from the customer’s use of Salesforce (e.g. the data you upload or how you use the system). In short, Salesforce’s indemnity is one-sided: they protect themselves well, and offer you limited coverage.
Negotiation tips: Aim for mutual indemnities and broader coverage where possible.
Ideally, you want Salesforce to indemnify your company not just for IP issues, but also for things like breaches of confidentiality, data privacy violations, or other harms caused by Salesforce’s services. At a minimum, ensure their IP indemnification is robust (covering all costs, not just some).
Also, try to narrow your own indemnity to Salesforce – it should only cover issues under your control (like your misuse of the product or infringement caused by data you provided), not anything overly broad.
Be specific about procedures, too: both sides should notify each other promptly of any claims and allow full control of defense to the indemnifying party. Realistically, Salesforce is narrowly negotiable on indemnities – they often resist expanding their obligations beyond IP infringement.
However, large enterprises or regulated customers have had some success adding mutual indemnities for confidentiality or data security.
Even if Salesforce won’t fully agree, raising the issue signals that you expect shared risk, and sometimes they’ll meet you partway (for example, acknowledging certain liabilities outside the liability cap as mentioned in Clause 1). Make sure any agreed indemnity changes are clearly written in the contract.
For more insights, read Salesforce Order Form Negotiation Guide: Aligning Deals and Avoiding Pitfalls.
Clause 3: Termination Rights
What it is:
This clause covers how and when the contract can end. Salesforce’s MSA typically allows termination for cause (e.g., if one party materially breaches the contract and doesn’t fix it) but rarely permits termination for convenience by the customer.
In practice, that means you cannot simply decide to stop using Salesforce mid-term without paying for the full term. Partial terminations (dropping a subset of licenses or products before the term ends) are also usually not allowed under standard terms. Salesforce often binds you to the entire term’s subscription once you’ve signed, with no refunds for unused services.
They may also include strict early termination penalties – effectively requiring 100% of remaining fees if you break the contract early. Termination rights in the Salesforce MSA thus tend to be very restrictive for the customer.
Negotiation tips:
It’s tough to get Salesforce to allow an open-ended “termination for convenience,” but there are strategies to introduce more flexibility. One approach is to negotiate termination rights for unused products or chronic non-performance.
For example, you might seek a contract term allowing you to drop a specific product or reduce user count at renewal (or after an initial period) if it’s not being used or delivering value. Another angle is securing a “termination for convenience” with a penalty – perhaps you agree that if you terminate early for business reasons, you’ll pay a percentage (say 50%) of the remaining fees rather than 100%. Salesforce is very reluctant on this, but some large customers have obtained partial termination rights or shorter-term opt-outs.
At the very least, if Salesforce refuses any convenience termination, negotiate alternative protections: consider a shorter initial term (e.g. a 1-year deal instead of 3 years, so you’re not locked in too long) or add a clause that allows termination if certain performance metrics are not met (for instance, repeated service outages or failure to deliver a promised feature could trigger a right to exit).
Also, pay attention to post-termination rights – ensure you have adequate time to retrieve your data if the agreement ends. Salesforce’s standard may only give 30 days to export data, so you might ask for a longer data retrieval period as part of the termination terms. In summary, push for any added flexibility you can get, because an enterprise wants an escape route if circumstances change.
Read how Salesforce manages your data, Salesforce Data Processing Addendum (DPA) Guide: Ensuring Compliance and Negotiating Privacy Terms.
Clause 4: Governing Law & Jurisdiction
What it is:
The MSA will specify which state or country’s law governs the contract and where any legal disputes would be resolved. Salesforce generally defaults to its preferred jurisdiction – often California law and courts if you’re in the Americas, or another hub (like English law for UK customers, or Singapore law in Asia, depending on which Salesforce entity you contract with).
This often means the playing field is on Salesforce’s home turf. Governing law can affect how contract terms are interpreted and what legal remedies are available, so it’s not just a formality.
Negotiation tips:
If your company has a strong preference or better familiarity with a certain legal jurisdiction, push for a neutral governing law and venue. For example, some enterprises negotiate to use New York law or English law as a compromise if Salesforce’s default doesn’t suit them. Large global companies or government entities sometimes use Salesforce to comply with their local laws (or at least those of a state like New York, which is seen as more neutral than California).
Keep in mind, Salesforce has limited flexibility here – they often stick to their standard unless the deal size or customer profile justifies an exception. Your best chance is if you have significant leverage (a big contract or regulatory reasons that necessitate a different law).
Even if you can’t change the governing law, you might negotiate the venue (for instance, arbitration in a neutral location) to avoid an unfavorable home-court advantage.
The realistic takeaway: governing law in a Salesforce contract is usually Salesforce’s choice, but it doesn’t hurt to ask for a change if it’s important to your organization. Just know it’s one of the tougher points to win unless you’re a very large customer.
Clause 5: Confidentiality & IP Rights
What it is:
The Salesforce MSA contains standard confidentiality obligations and terms about intellectual property (IP) ownership. Confidentiality clauses usually bind both parties to protect each other’s non-public information. Salesforce will promise to safeguard your confidential info (like business data, customer lists, etc.) and you do the same for their sensitive info. IP rights in the MSA typically clarify that Salesforce owns its platform and all its IP (including any improvements or features). In contrast, the customer owns its own data and any of its proprietary content stored in Salesforce.
However, there can be nuances: for example, any customizations, configurations, or integrations you build on the platform – who owns those? Salesforce’s terms might claim a broad license to use feedback or suggestions you provide.
The default terms mainly protect Salesforce’s IP and ensure they aren’t restricted from using general know-how, while giving you limited rights to use the product and confirming you retain rights to your data.
Why negotiate:
Enterprises should ensure their own IP and data are fully protected. You may want to clarify ownership of custom developments. For instance, if you pay a Salesforce partner to develop code or if you create workflows within Salesforce, those should remain your property.
Make sure the contract explicitly states that you retain ownership of all data and any custom work product that is distinct from the Salesforce platform. Another point is to secure rights regarding data access: include terms that allow you to export your data at any time and that Salesforce will assist with this, especially upon termination (as mentioned earlier).
Also, check confidentiality terms: are there any time limits (often confidentiality obligations last for a period like 3 years after the contract, but you might want certain data – trade secrets – protected indefinitely)? You can negotiate modifications, such as mutual indemnification for confidentiality breaches (revisiting Clause 2 and the carve-outs in Clause 1). Additionally, consider any IP clauses about feedback – many SaaS contracts let the vendor use your suggestions freely.
If your company plans to share innovative ideas or jointly develop something, you might put boundaries on how Salesforce can use your IP. Salesforce confidentiality and IP terms are sometimes negotiable in subtle ways. For example, large enterprises have gotten clarifications added, like ensuring the customer’s logos or data can’t be used by Salesforce for marketing without permission.
Overall, protect your crown jewels: your data, your brand, and your custom-built extensions should remain under your control, and confidentiality should be ironclad on both sides.
Protect your company by reading and focusing on compliance, Salesforce Audit Rights & Compliance Clauses: Protecting Yourself in the Contract.
Clause 6: Subscription and Renewal Terms
What it is:
This clause outlines the terms of your subscription, including how it operates during the term and how renewals are handled. Salesforce’s MSA and order forms often include auto-renewal provisions – meaning that at the end of your initial term, the contract will automatically renew for another term (often one year) unless you give advance notice to cancel or change it.
There are also usually terms that prevent you from reducing your subscription quantity during the term (no reductions until the renewal). Salesforce also reserves the right to adjust pricing at renewal (if not fixed in the contract).
Many customers are caught off guard by Salesforce subscription agreement terms that cause a surprise jump in cost or lock them into unwanted licenses because they missed the narrow window to notify Salesforce before auto-renewal.
Negotiation tips:
To avoid nasty surprises, negotiate the renewal mechanics upfront. First, try to remove or soften the auto-renewal clause. If you can, get a term that renewal is not automatic without a new agreement, or at least extend the required notice period to cancel. For example, instead of a 30-day notice before renewal, ask for 60 or 90 days so you have more time to assess and negotiate.
Second, tackle the price increase at renewal: this often comes as a “uplift” clause allowing Salesforce to raise prices by a certain percentage (commonly 7-10%). You should cap renewal uplifts – for instance, negotiate a clause that any renewal price increase is capped at 0% (flat renewal) or something minimal like 3%.
If possible, lock in pricing for multiple years or secure a provision that maintains your original discount rate into renewals. Salesforce is often negotiable on reasonable renewal terms, especially on large deals: they might agree to a cap on increases or a requirement to provide a renewal quote X days in advance.
Also, consider negotiating the right to true-down or adjust your user count at renewal. While you can’t usually drop licenses mid-term, you want the flexibility at renewal to reduce quantities without penalty.
Make sure the contract doesn’t have a non-renewal penalty or something odd. In summary, focus on aligning the subscription terms with your business needs: no automatic lock-in, fair warning of any changes, and an opportunity to re-negotiate instead of being quietly rolled over at higher prices.
Clause 7: Data Security & Privacy Obligations
What it is:
Salesforce will include certain commitments around data security and privacy in the MSA or related documents (like a Data Processing Addendum for GDPR compliance). However, these default commitments can be quite general.
Typically, Salesforce promises to implement “commercially reasonable” security measures, comply with applicable data protection laws as a data processor, and notify customers in the event of a data breach.
The fine print often puts a lot of responsibility on the customer, too – for example, you’re responsible for configuring security settings properly, managing user access, and encrypting data that you send to Salesforce. Salesforce’s standard terms may limit their obligations; for instance, they might not explicitly promise a specific breach notification timeframe or might disclaim liability for certain data types.
In essence, the data security and privacy terms are an area where the customer bears most of the risk if not negotiated.
Negotiation tips:
Given the importance of protecting your data, push for stronger commitments from Salesforce on security and privacy.
Some negotiation asks to consider:
- Breach Notification: Specify a clear timeframe for Salesforce to inform you of any security breach involving your data (e.g., within 24 or 48 hours of discovery). The standard MSA might be vague; you can firm this up.
- Compliance with Laws: Ensure Salesforce explicitly commits to comply with relevant data protection laws (GDPR, CCPA, etc.) and to assist you in compliance (for example, by signing a GDPR Data Processing Addendum and following its requirements, like supporting data subject requests).
- Data Residency: If your business or regulators require data to stay in a certain region, negotiate terms about data location. Salesforce’s infrastructure is global, but you can request that your instance be hosted in a specific country or region (and not moved without consent).
- Security Standards: Request adherence to specific industry standards or certifications (such as maintaining SOC 2 Type II, ISO 27001 certification, and regular penetration testing). Instead of just “reasonable security,” list the expected measures.
- Liability for Data: As discussed under liability and indemnities, try to get data breaches and privacy violations carved out from the liability cap or even included in Salesforce’s indemnification scope. They likely won’t accept full liability, but a higher cap for data incidents is worth pursuing.
Keep in mind, Salesforce is somewhat limited in what they’ll concede here – their commitments are often tied to their Trust & Compliance documentation, which they update uniformly.
However, for a large customer or a regulated industry, they might agree to a few custom provisions or a stronger Service Level Agreement (SLA) around security (for example, a dedicated security contact, annual security reviews, etc.).
At a minimum, make sure you thoroughly review Salesforce’s Data Processing Addendum and ensure it’s attached to your contract. Closing any gaps in data privacy obligations upfront will save you from significant headaches later.
Clause 8: Service Levels and Remedies
What it is:
Service level agreements (SLAs) define Salesforce’s obligations for uptime and performance, and what remedies you get if they fail. Salesforce, like many cloud providers, typically offers a high uptime commitment (e.g., 99.9% uptime), but the remedy for outages is limited – usually service credit.
For example, if the service is down beyond the allowed downtime, you might get a credit worth a small percentage of your monthly fee. Importantly, these credits are often the exclusive remedy, meaning you can’t claim other damages for the downtime. Also, Salesforce’s standard SLA might not cover all scenarios and often doesn’t promise functionality performance, just availability.
In short, Salesforce’s service levels favor the vendor: they set a bar that’s not too hard to meet (given Salesforce’s robust infrastructure) and only offer minor compensation if they slip.
Why it matters:
If Salesforce is mission-critical to your business, downtime can cost far more than a service credit is worth (lost revenue, productivity, customer trust). Negotiation tips: While Salesforce may not overhaul their SLA for one customer, you can attempt to negotiate stronger terms if your deal is large. Ask for enhanced SLAs such as a higher uptime guarantee or more meaningful credits.
For example, instead of just a credit, you could negotiate the right to terminate the contract without penalty if Salesforce fails to meet the SLA for several consecutive months or a certain number of times in a year (a “chronic failure” termination right).
You can also request an SLA with faster response times or dedicated support if an outage occurs, ensuring issues are escalated quickly. Another approach is to advocate for a performance warranty for critical functionalities, although Salesforce typically disclaims warranties outside of uptime guarantees.
At the very least, ensure you understand the SLA provided and consider if it’s sufficient. If not, put your needs on the table. Some large enterprises have had success getting custom SLA addenda, especially if downtime would tangibly harm both parties’ relationship.
Remember, service credits rarely compensate for actual losses, so the goal is to have proactive measures: clear communication and possibly an exit hatch if Salesforce repeatedly fails to deliver the reliable service you’re paying for.
Clause 9: Audit Rights & Usage Restrictions
What it is: Salesforce’s MSA usually includes provisions allowing it to audit your usage of the services and enforce usage restrictions.
This means Salesforce can check (with notice) that you aren’t exceeding the number of users or storage you purchased, and that you’re using the product in compliance with the agreement (e.g., not violating acceptable use policies, not exposing the system to security risks, etc.).
If an audit finds you’re over the licensed quantities or using the service improperly, you could be required to pay for the overage, buy additional licenses, or face suspension in extreme cases.
The clause protects Salesforce from under-licensing and misuse; however, from the customer’s perspective, it can be a source of compliance risk and disruption if not properly managed.
Negotiation tips:
You likely can’t remove Salesforce’s right to ensure compliance, but you can clarify and limit the audit process to make it fairer.
Negotiate terms such as:
- Advance Notice: Salesforce should provide reasonable notice (e.g., 30 days) before any audit, and audits should occur at a mutually agreeable time.
- Frequency and Scope: Limit audits to, say, once per year at most, and specify they should be conducted in a manner that doesn’t unreasonably interfere with your business. Define the scope — for example, focusing on license counts or specific compliance points, rather than open-ended fishing expeditions.
- Confidentiality of Audit: Ensure any information gathered in an audit is treated as confidential and used solely for compliance verification.
- Dispute Mechanism: Include a provision that if you disagree with the audit findings, there’s a process to resolve it (perhaps a neutral third-party verification or a negotiation period before any penalties apply).
- No Excessive Penalties: If the audit finds overuse, negotiate that the remedy is simply to purchase the necessary licenses in the future (and perhaps backpay at contract rates), rather than any punitive fee. And certainly no immediate termination unless a major violation is found and not cured.
Salesforce may say its audit rights are standard, but it sometimes negotiates on the details, especially for large enterprises that might otherwise push back hard. The key is to prevent surprises – you don’t want a scenario where Salesforce can drop in unannounced or misuse an audit to upsell you.
By clarifying how audits work, you protect against unexpected compliance exposure and maintain a more balanced relationship. It’s also wise on your end to regularly self-audit your Salesforce usage so you’re confident you comply before Salesforce ever comes knocking.
Clause 10: Pricing & Payment Terms
What it is:
This covers how you pay for Salesforce and how pricing can change. Standard Salesforce MSAs, combined with your order form, lay out the payment schedule (often upfront annual payments, net 30-day payment terms), and they may allow Salesforce to increase prices after the initial term or if you add products.
Typically, the list price can increase over time, and any special discounts may expire if not negotiated for renewals. There’s also usually language about late payment penalties and no set-off (meaning you can’t withhold payment even if there’s a dispute).
Pricing & payment terms are straightforward but have some hidden risks: without negotiated protections, you might see substantial cost increases over the life of the contract.
Negotiation tips:
Enterprises can use their buying power to reduce long-term cost exposure under the MSA.
Here are strategies:
- Fix or Cap Prices for Longer: If you’re signing a multi-year deal, try to lock in the per-unit price for the entire term or at least cap any yearly increase. For example, no price increase for the first three years, or a cap like “prices won’t rise more than 3% per year.” Salesforce often will negotiate this for large commitments.
- Align Payments to Budget Cycles: If annual upfront payments strain your budget, negotiate payment terms that fit your cash flow – such as semi-annual or quarterly payments. Some customers also aim for payment due dates that align with their fiscal year. Additionally, try to get a longer payment term (Net 45 or Net 60) if needed and if your company’s vendor policy allows it.
- Multi-Year Discounts: Ensure that any discount you received isn’t just a first-year teaser. Write into the contract that the discount percentage off the list price remains the same in renewals, or even better, negotiate a flat renewal price in advance.
- Avoid surprise fees: Clarify any charges beyond licenses – e.g., support fees, data storage overages, etc. If Salesforce’s terms and conditions mention they can charge for excessive API calls or data storage, negotiate reasonable limits or flat-rate arrangements to avoid open-ended costs.
- Most-Favored Pricing: If your spend is very large, you can attempt to include a clause that if Salesforce lowers prices or offers better discounts to similar customers, you get an adjustment. (Salesforce may resist this, but it’s a tactic for some big deals.)
On the whole, pricing and payment are areas where negotiation is often possible because they directly affect Salesforce’s revenue recognition. They might not budge much on legal clauses, but they can be more flexible on financial terms to close a deal.
Use that to your advantage: everything from the timing of payments to caps on future increases can be adjusted if you ask – and if you have leverage. Always get these in writing in the contract or order form, as a salesperson’s promise “we typically don’t increase prices” means nothing unless it’s contractual.
Salesforce MSA Negotiation Checklist
Use this quick checklist to remember the key clauses to negotiate in Salesforce’s MSA and how to position your requests.
This table summarizes each clause, the customer’s ideal position, and how flexible Salesforce tends to be on that point:
| Key Clause | Customer Position to Negotiate | Salesforce Flexibility (Typical) |
|---|---|---|
| Limitation of Liability | Higher cap; carve-outs for breach/data loss | Sometimes negotiable (with large deals) |
| Indemnification | Mutual indemnities; broader coverage (e.g. data, confidentiality) | Narrowly negotiable (mostly limited to IP) |
| Termination Rights | Termination for convenience or partial termination options | Rare, but product-specific carve-outs possible |
| Governing Law/Jurisdiction | Neutral or customer-favorable jurisdiction | Limited flexibility (only for big accounts) |
| Confidentiality/IP | Protect customer IP; clarify ownership of custom work | Sometimes negotiable (clarifications possible) |
| Subscription/Renewal | Cap renewal price uplifts; require advance notice | Often negotiable (common ask) |
| Data Security/Privacy | Stronger breach notification and compliance commitments | Limited, but some improvements possible |
| Service Levels | Enhanced SLAs; termination rights for chronic failures | Credits only by default (hard to change) |
| Audit Rights | Limit scope/frequency; require notice and dispute mechanism | Sometimes negotiable (procedural limits) |
| Pricing & Payment | Fix prices longer; align payment terms to budgets | Negotiable with effort (especially on big deals) |
Use this as a starting point: Not every company will win every point, but knowing what to ask for is half the battle. Prioritize the issues that pose the greatest risk or cost to your organization.
Five Best Practices for Negotiating Salesforce’s MSA
- Start reviews early: Don’t wait until the final days of a procurement process to review the MSA. Begin legal review as soon as Salesforce presents the contract. Early scrutiny gives you time to push back and prevents last-minute pressure to accept terms.
- Prioritize risk-heavy clauses: Focus on the clauses that carry the most risk or potential cost — typically liability, indemnity, and termination rights. These can have a far greater impact than a small discount. Tackle them first in negotiations to secure foundational protections.
- Use benchmarks and precedents: Research what other enterprises have negotiated in their Salesforce deals (if possible) or consult advisors who know industry standards. Citing precedents or norms can strengthen your case. Knowing that “Company X got this cap increased” or having benchmark data for price uplifts gives you leverage to ask for similar treatment.
- Leverage your spend and importance: The more you’re spending (or the more strategically important your account is), the more flexibility Salesforce will have on terms. Remind Salesforce that a fair, balanced agreement is a prerequisite of your partnership. If you’re a large customer, don’t be shy about using that clout to get better terms — Salesforce often makes concessions for big deals.
- Treat the “standard terms” as a starting point: Salesforce’s reps might say the MSA terms are “non-negotiable” – but experienced negotiators know that’s not the full story. Many clauses can move a bit. View the standard contract as just that: standard. It’s not the finish line. Be persistent (yet professional) in requesting changes. Even if you don’t get everything, you can usually improve the balance of the agreement through savvy negotiation.
By following these practices, you’ll approach Salesforce contract negotiations in a proactive, strategic way.
The result should be a deal that not only delivers the CRM capabilities you need, but also fair contract terms that safeguard your business over the long run.
FAQs
Q: Is Salesforce’s MSA negotiable?
A: Yes – but usually only on specific clauses and primarily for larger customers. Salesforce will rarely overhaul its whole contract for one client, but they do make targeted concessions for enterprises that have leverage. Think of it as negotiating around the edges: you often can tweak liability caps, notice periods, pricing protections, etc., especially if your account is significant.
Q: What’s the most important clause to negotiate?
A: The Limitation of Liability clause is often the most crucial. It sets the ceiling on Salesforce’s accountability. If it remains very low and strict, Salesforce could fail you in a major way and still only refund a small portion of fees. By raising that cap and carving out key exceptions (like data breaches and gross negligence), you create real accountability. Indemnification and termination rights are close seconds – they significantly affect your risk and flexibility.
Q: Can I get termination for convenience in my Salesforce contract?
A: In general, termination for convenience (the right to quit the contract early without cause) is rarely granted by Salesforce. They want revenue committed for the full term. However, some customers have negotiated partial conveniences – for example, the ability to terminate specific unused products, or an early exit with a fee. If outright termination for convenience is a no-go, consider a shorter contract term or a one-time opt-out option as an alternative. Always discuss your concerns; occasionally, Salesforce might offer a creative solution if they know it’s a dealbreaker.
Q: Will Salesforce agree to change the governing law or jurisdiction?
A: Only in special cases. For most customers, Salesforce adheres to its standard governing law (such as California or the applicable law in its boilerplate for your region). Large global accounts or government contracts sometimes get a different law (for instance, a UK-based multinational might get English law instead of California, or a huge New York-based company might insist on New York law). So, it’s possible but limited to big players with strong negotiating power. If it’s important to you and you have leverage, bring it up – just manage expectations that this is not an easy change.
Q: Are service levels negotiable with Salesforce?
A: By default, Salesforce provides the same SLA (service level agreement) to everyone – usually with uptime commitments and service credits. They do not like to customize this, especially the uptime guarantee or remedies. That said, top-tier customers (think Fortune 100 or mission-critical deployments) have occasionally gotten stronger promises or at least extra attention (like a dedicated support team, faster response times for issues, etc.). While you shouldn’t expect a radically different SLA, you can ask for things like a custom outage escalation procedure or the right to terminate for chronic SLA failures. At the very least, make sure you claim any service credits you’re entitled to, and use your relationship with Salesforce to demand quick resolutions when incidents happen. If uptime is absolutely vital, explore if Salesforce will put something additional in writing for you – just know it’s one of the tougher asks.
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