Pelonode Law Agency: The Commercial Contracts Handbook

Most commercial contracts fail not on the law but on the workflow. Stakeholders argue over definitions; SLAs are unmeasurable; liability clauses copy-pasted from distant contexts block deals. Pelonode Law Agency builds contracts that sales can sell, operations can run, and finance can audit. The trick is clarity without drama—write what will actually happen when things go right and when things go wrong.

Start with scope. Think in outcomes, not poetry. Describe the service or product in language the buyer would use with their colleagues. If there are dependencies, list them. If the service evolves, include a change mechanism with who can approve, how pricing adjusts, and how timelines shift. Attachments are where details live: technical specs, service descriptions, and a rate card. Keep the master agreement stable; let schedules flex.

SLAs should measure what customers feel. Uptime for SaaS, resolution times for support, and turnaround for professional services are common. Choose metrics you can track automatically and report without manual spreadsheets. Credits should be predictable and automatic above certain thresholds; cap them so they do not morph into unbounded penalties. We prefer monthly SLA statements that reinforce trust and reduce disputes.

Warranties are promises with an expiry date. Tie them to conformity with specs, craftsmanship, or professional standards. Exclude issues caused by misuse or third-party systems outside your control. Warranty remedies—repair, replace, re-perform, or refund—should be sequenced clearly. Avoid “sole and exclusive” remedies that erase credibility with enterprise buyers unless the price truly justifies it.

Indemnities allocate unusual risks. Typical buckets include IP infringement, third-party claims from misuse, and data breaches. Draft indemnities narrowly with cooperation obligations, defense control rules, and carve-outs where the customer refuses recommended patches or uses the product outside the agreed scope. Do not promise to indemnify the world; promise to stand behind your product.

Liability caps are not moral judgments; they are risk tools. We calibrate the cap to revenue and insurance. Carve-outs may include death or personal injury caused by negligence, wilful misconduct, IP infringement indemnities, and data breaches—but do not let carve-outs exceed coverage or the deal collapses. Use a higher cap for specific indemnities if the buyer insists, paired with security practices that make the risk acceptable.

Payment terms should be boring—in the best way. Define invoicing cadence, accepted formats, and due dates. Set interest and recovery costs modestly but clearly. If you provide hardware or long-lead components, stagger deposits to match procurement milestones. Offer safe early-payment discounts instead of opaque “netting” arrangements that create reconciliation chaos.

Term and termination are where relationships breathe. Fixed terms with renewal notice windows prevent surprise expirations. For convenience termination, build a wind-down plan and a fee structure that recognizes sunk costs. For cause, define cure periods that fit operational realities. On exit, list who will do what: data return, transition assistance, equipment pickup, and final invoices. A kind exit clause is a sales asset; it reduces perceived lock-in.

Dispute resolution should enable speed. For most B2B deals in the Baltics and EU, courts with injunction options and an agreed venue work well. For global customers, arbitration may be better—paired with an interim relief carve-out for urgent matters. Consider mediation as a first step; it saves relationships. The clause should be short and specific; long “multi-tier” rituals rarely help.

Finally, teach the contract. We arm your teams with a playbook: what each clause means, which ones are negotiable, and fallback language. Sales stops guessing; legal stops firefighting. Pelonode Law Agency turns your commercial terms into a product—maintained, versioned, and improved with feedback. Deals close faster when everyone knows the rules.