SaaS and development contracts
Scope, SLA, support, adjustment, ownership of deliverables, limitation of liability and termination. Contracts with large customers usually shift disproportionate risks.
Sector advisory · technology
Legal advisory for technology companies: contracts, data, intellectual property and corporate structure
A technology company sells software, processes data and grows through contracts with customers, partners and investors. The advisory organizes those instruments so that growth does not create liabilities.
Straight answer: the legal fronts of a technology company
Five fronts concentrate the risks: customer contracts, including SaaS, custom development, service levels and limitation of liability; data protection, with the LGPD, legal bases, controller and processor roles and incident response; intellectual property, with ownership of code, software and trademark registration and clauses with developers; corporate structure, with shareholders' agreements, vesting, investment and exit; and liability of platforms and intermediaries under Brazil's Internet Act and the Consumer Code.
This page is for startups, software houses, SaaS companies, platforms, digital agencies and companies that develop or license technology in Brazil. We serve companies throughout the State of São Paulo, Brazil, with meetings at our Paulista or Tatuapé offices or by video call, and act before the São Paulo courts (TJSP), the labor courts (TRT-2, TRT-15), the federal court (TRF-3) and administrative bodies.
Work fronts in advisory for technology
Terms of use and privacy
Documents that define the relationship with users, account rules, content and liability. They must reflect the real product, not a generic template.
LGPD and security
Data mapping, legal basis, processor contracts, international transfers, data protection officer and incident protocol.
Intellectual property
Ownership of code developed by partners, employees and freelancers, software registration at the INPI and trademark protection. Details on the dedicated page.
Shareholders and investment
Shareholders' agreement, vesting, exit clauses, convertible notes and investment rounds protecting the founder and the company.
Platforms and liability
Liability for third-party content, removal upon court order, marketplaces and consumer relations.
Where risk usually arises
Code without an assignment of rights
Software written by a freelancer or by a partner before the company was formed, without an assignment contract, belongs to whoever wrote it. Investors check this.
Copied terms
Terms of use and privacy policies from another company do not describe the product and do not protect in a dispute. They must be written from the real flow.
No shareholders' agreement
Without exit, vesting and decision rules, a founder's departure paralyzes the company and blocks investment.
How the advisory works
1. Diagnosis
Map of contracts, data, intellectual property and corporate structure.
2. Structuring
Contract templates, terms, policies and agreements suited to the product and the company's stage.
3. Ongoing support
Negotiating relevant contracts, incident response and disputes with customers, users or former partners.
Before any conversation with an investor, check that all intellectual property is formally in the company and that a shareholders' agreement exists. They are the first two points of any due diligence.
Frequently asked questions from technology companies
Can a SaaS contract limit liability to the amount paid?
Between companies, yes, with a clear and reasonable clause, excluding willful misconduct and harm to third parties. With consumers, limitations are considered abusive.
Does the company need to register the software at the INPI?
Copyright in software exists regardless of registration, but registration eases proof of ownership and date in disputes and in negotiations with investors.
Is a platform liable for content posted by users?
Under Brazil's Internet Act, as a rule only after failing to comply with a court removal order, with exceptions for intimate content and under recent Supreme Court decisions that broadened liability.
Official references and related pages
Brazilian rules of reference for technology. Application depends on the business model, the type of customer and the company's structure.
Want to structure your technology company's legal affairs?
Describe the product and the contracts through the secure channel. The screening identifies the priority fronts.