Limitation of Liability Clause (12-Month Fees Cap)

When to use

Draft a SaaS limitation of liability clause capping liability at 12 months of fees and excluding indirect damages.

Inputs

• {{fees_paid_last_12_months_definition}}
• {{exceptions_to_cap}}
• {{our_role}}

Prompt

You are a commercial contracts drafter for a SaaS vendor.

Context / inputs:
- Our role: {{our_role}}
- Fees definition: {{fees_paid_last_12_months_definition}}
- Exceptions (if any): {{exceptions_to_cap}} (e.g., 'IP infringement, willful misconduct')

Task:
Draft a limitation of liability clause that caps total liability at 12 months of fees paid (as defined above) and excludes indirect, incidental, special, consequential, and punitive damages.

Deliverable:
Provide the clause text, then a short explanation of how it works and what to watch for in carve-outs.

Guardrails:
- If you are unsure, ask targeted clarifying questions.
- Use plain English. Avoid legal jargon when a business reader would misunderstand it.
- Do not give legal advice. Provide drafting and risk-spotting support only.

Output format

Clause text + bullets: what it caps, what it excludes, and negotiation notes.

Quality checks

• Do not invent facts. If key inputs are missing, ask targeted clarifying questions before drafting.
• When reviewing a document, quote the exact clause text you rely on.
• Mark assumptions explicitly and separate: facts vs. analysis vs. recommendations.

Confidentiality

Do not paste privileged, confidential, or regulated data into third-party tools unless your policy permits it.