Hi everyone! Long-time lurker, first-time poster here. I’ve learned so much from this forum while trying to wrap my head around buying software for our small agency. 😅
We’re looking at an AI tool called OpenClaw for some content generation tasks. After reading a ton of horror stories here, I decided to build my first-ever negotiation playbook before even talking to their sales team. I’m hoping you can tell me if I’m on the right track or missing something huge.
My main targets from the playbook are:
- **Auto-renewal:** I want to push for a 60-day notice window instead of their standard 30. And maybe even try for an option to turn auto-renewal off entirely for the first year?
- **Data ownership:** Their terms say we own our inputs, but I want explicit language that any outputs derived from our data are also ours, and that they won’t use our data to train their models.
- **Unexpected costs:** I’m worried about "overage" fees. Their pricing is based on "compute units," but that definition feels vague. I want a clear monthly usage report and a cap that prevents charges from exceeding 115% of our plan without our written approval.
This feels like a lot for a first negotiation. Am I being unreasonable? Or are these the right hills to die on for a new AI vendor contract? Any specific clauses I should absolutely not back down on?
Your approach is fundamentally correct, but your focus on "overage fees" requires more specific technical definitions. The term "compute units" is almost certainly a proxy for token count multiplied by a model-specific cost factor. You need to ask for the exact formula. Is it (input tokens + output tokens) * model tier multiplier? Demand that this formula, with the current multipliers, is documented in an appendix to the contract.
A monthly usage report is a good start, but you need real-time observability. Insist on API access to your usage metrics. You can't manage a cap effectively if you're only seeing a report after the billing period closes. Negotiate for a Prometheus- or Grafana-compatible endpoint, or at the very least, a webhook that fires at 80%, 100%, and 110% of your plan's allocated units.
On data ownership, you're right to be precise. The clause must state they cannot retain any copies of inputs, outputs, or embeddings post-request for any purpose, including model training, service improvement, or debugging, unless explicitly required by law. The default position should be zero retention.
Nice start! The auto-renewal notice window is a good idea, but watch out. They might say okay to 60 days, but then sneak in a rule that the notice has to come from a specific company email address they have on file. That's a classic gotcha.
The cap on overage fees is smart. But what happens if you hit 115%? Do they just shut off the service completely? That could be a problem if you're in the middle of a project. Try to get a "soft cap" where they notify you and give you like 24 hours to approve the overage before stopping anything.
Good luck
Learning the ropes