WMS contract guide

This guide is not legal advice. Have your legal counsel review the contract before signing.

The contract package

A WMS purchase usually consists of several documents. State in the contract which document prevails in case of conflict.

Licence and subscription

• Is the licence unit clearly defined (named / concurrent user, handheld, site, transaction volume)? Are handheld users counted separately?
• What happens on volume or user overage? Is the unit price for additional licences fixed in the contract?
• Does adding a site, company or country require additional licences?
• Are the method and cap for annual price increases written down?
• For subscriptions: what are the term, auto-renewal and termination notice periods?
• Are test / training environments included in the fee?
• For perpetual licences: how is maintenance calculated and what happens if you stop paying it?

Implementation contract

• Is the scope document an annex? Are the requirements matrix answers (Standard / Configuration / Development) binding commitments?
• Is the pricing model clear: fixed price or time and materials? For fixed price, is what is excluded written down?
• Are acceptance criteria and the acceptance test process defined? Does silence count as acceptance?
• Are payments tied to milestones and acceptance? Is the final payment held until after go-live and hypercare?
• Are the change request process and daily / hourly rates in the contract?
• Are the vendor's key team members named? Is your approval needed to replace them?
• Are there remedies or service credits for delays?

Service levels (SLA) and support

• Are priority levels (critical, high, normal) defined, and does “critical” cover shipping being stopped?
• Are first-response and resolution / workaround times written for each level? Do support hours cover your shifts?
• For cloud service: what is the monthly availability commitment and how is it measured? Is planned maintenance excluded?
• Are there service credits or a termination right for SLA breaches?
• Are upgrades included? Who is responsible for carrying custom developments to new releases?
• What is the product's end-of-life policy?

Data ownership, security and KVKK

• Does the contract state clearly that all operational data (master data, transactions, reports) belongs to the customer?
• Is the vendor's use of the data restricted (e.g. anonymous statistics only)?
• Are roles defined under KVKK (Law No. 6698): customer as data controller, vendor as data processor?
• Are the hosting country and data centre stated? If data is transferred abroad, are the conditions of Article 9 of KVKK met? Check the current rules with your counsel.
• Is there a list of sub-processors and an obligation to notify changes?
• Are security measures, backups, disaster recovery targets and breach notification times written down?
• Do you have the right to request independent audit reports or certificates?

Exit and data return

• Is it written in which format (e.g. CSV, database backup) and within how many days data will be returned at expiry or termination?
• Must the vendor delete its copies after returning the data, and document the deletion?
• Can the service be extended for a reasonable transition period until you migrate?
• For on-premise: is source code escrow needed? What happens if the vendor ceases trading?
• Are termination events (e.g. persistent SLA breach, insolvency, change of control) and refunds on termination defined?

Intellectual property and liability

• Who owns developments, reports and integrations built for you? Do you at least have a perpetual right to use them?
• Is the vendor obliged to indemnify you against third-party intellectual property claims?
• Is the liability cap (e.g. equal to annual fees) reasonable? Are data and confidentiality breaches excluded from the cap?
• Are the governing law and competent courts / arbitration defined?

Final check before signing

1. Are the promises in the proposal, requirements matrix, demo notes and reference calls reflected in the contract or its annexes?
2. Has the 5-year total cost been recalculated with the figures in the contract?
3. Have operations, IT, finance and legal all seen the contract?

This document is a general working template; it is not a substitute for legal, financial or technical advice. Adapt it to your circumstances.