8 sure-fire ways to screw up a cloud contract

Read these tips before you sign anything

Something happened on the way to the cloud: Too many business customers got burned by bad contracts. It's not that cloud services can't deliver value. But in the rush to the cloud, enterprises often end up stuck with contracts that don't fully meet the business's needs, lack accountability and cost considerably more than anticipated.

There are several reasons for that, say people who make their living studying licensing issues and advising businesses on contract negotiations. Among other things, seasoned veterans of on-premises software licensing may mistakenly assume that cloud services contracts are just another variation on the same theme.

But as enterprise software vendors move to the cloud, software licensing has become so complex -- Microsoft's licensing strategy alone has ballooned from fewer than 50 options to more than 170 -- that even consultants and resellers are struggling to fully understand it. And even when expertise is available in house, businesses aren't always aware, or don't take advantage of it for political or other reasons.

For all their differences, cloud and on-premises contracts share at least one major trait: Once you sign on the line, you're stuck with the terms. And if you've committed to enterprise software such as ERP or CRM as a service, moving to another provider can be just as difficult as switching out on-premises software.

Computerworld asked four experts to talk about the most common mistakes that never should have happened, the consequences and what enterprises did to resolve them. If you really want to screw up a cloud service contract, they say, here are eight good ways to go about it.

1. Pay for all of your cloud services up front

You don't have to work in a small company to make this mistake. Frank Scavo, president of management consulting firm Strativa, recalls how a $100 million business that signed on with a cloud ERP provider got burned. The ERP contract included the monthly subscription fee plus implementation support and ongoing support.

The problem came about during the integration work required to connect the ERP system to the business's front-end e-commerce application. When that integration project got bogged down, the customer found that it wasn't getting the level of support it needed.

"But they prepaid, so the customer had no leverage over the vendor. It's a mistake to prepay for implementation services," Scavo says. Eventually the matter had to be escalated to the vendor's chief executive officer before the situation was rectified. "It shouldn't take a call to the CEO to resolve a routine implementation problem," Scavo says.

2. Sign a long-term contract without negotiating service-level commitments and penalties for noncompliance

In the early days of SaaS, businesses often paid for cloud services on a month-to-month basis. If the contract didn't work out you could walk away. But now it's common for SaaS providers such as Workday to pitch contracts that last three to five years, says Ray Wang, principal at Constellation Research Inc.

Unfortunately, most long-term cloud contracts don't state what happens if the service becomes unavailable for a day, a week or even longer. When do vendors notify you of what's going on behind the scenes? How will they work with you and other parties to diagnose the problem? To what type of compensation are you entitled if the system goes offline for an extended period of time?

Software contracts

If it's not in the fine print, there are no guarantees, and if you're locked into a long-term contract you can't just cancel. You're stuck.

That's what got one Constellation client, a Fortune 2000 manufacturer, in trouble. In the wake of Superstorm Sandy in 2012, the business's billing system went offline for five days. The company put revenue losses for the week at between $3 million and $4 million. Unfortunately, says Wang, "They didn't have any kind of recourse for that in the service level agreement."

While the provider did offer one month of billing credit to make up for the five-day outage, that didn't come close to making up for the monetary damages resulting from the outage. That contract is now coming up for renewal, and the client is looking for very different terms, Wang says.

While most vendors won't agree to conditions that require full compensation for business losses resulting from an outage, you can do much better than what's in the boilerplate. "In some cases we have been able to get the client access to new features, six months' worth of credit or a reduction in the renewal rate," Wang says.

That was after the fact. You're better off, however, negotiating these terms up front. If you can't get an SLA for loss of business, negotiate credit for months of service, new features and lower per-user, per-month pricing for the future. "All are possible," Wang says.

A related issue: Cloud vendors often try to bring their "low-touch" model -- of deemphasizing personal customer interactions -- to enterprise support and services offerings. But that just doesn't work for large-scale systems that provide ERP, CRM and supply chain SaaS. "A lot of that implementation requires higher touch, and many times the cloud vendors aren't set up to do that," Scavo says.

So it's important to vet the capabilities of the provider, and book enough implementation time to get the job done. And if the cloud service provider's resources aren't up to your standards, consider using one of its channel partners -- or go elsewhere with your business.

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