B2B SaaS Quote and Order Form

• The quote is the priced deal for the buyer to review. Expect a few versions before one is accepted.
• The order form is the commitment both sides sign, with this purchase's commercial and special terms.
• The master agreement, or standard terms, holds the legal terms every order shares, such as liability, data protection and confidentiality.

Common Paper, which sells contract software and publishes free standard agreements, structures its SaaS contract this way. Its order form holds "the business details that you can customize from deal to deal,"¹ while separate framework terms act like a master agreement. If the two conflict, the order form wins, which is why special terms belong on it.

A quote built from the price book alone can add up and still be wrong, because the deal also lives in the proposal and in what people said. Collect every record first, and note the date of each.

1. 1

   The price book and approvals

   List prices, discount limits and every approved exception, with who approved it and when it lapses.

2. 2

   The latest proposal

   The scope, quantities and prices in the version the buyer saw last.

3. 3

   Call notes and recordings

   Every "we can include," "we'll hold that price" or "we'll waive setup" from your side, with the speaker and the date.

4. 4

   Email threads

   Written promises count too, whoever on your team sent them.

If you record calls, turn each one into CRM notes that list both sides' commitments while the details are fresh.

Give each line a product name the buyer will recognize, a quantity with its unit (per user, per location), the list price, the discount and the net price. Keep one-time fees such as implementation or training apart from recurring fees, so the buyer can see what renews.

For a multi-year deal, show each year's price, including any planned increase. Name the currency and say whether taxes are included. Common Paper's standard terms, for example, treat fees as US dollars, exclusive of taxes¹, unless the order form says otherwise.

Then look for lines nobody asked for. Quoting tools can add items on their own, such as a support tier above a size threshold or seats sold in blocks. Each may be correct, but a buyer who never heard of one will ask why, and may reopen the price.

Last, make the quote expire before anything behind it does: a time-limited discount approval, the current price book, a partner's quote. The sales proposal template tracks each of those dates separately, so the earliest one sets the deadline.

The order form turns the quote into a commitment, so choose each term on purpose. Common Paper's free order form makes a good checklist. It asks for the product, order date, subscription period, fees, invoicing and payment, and renewal¹, plus optional rows for support, service levels and professional services.

Planning to raise prices at renewal? Write a cap into the first order form and expect to negotiate it. Some buyers now ask for the opposite, such as a promise that fees won't rise for the first 24 months².

Before anything goes out, check the quote in two directions. Forward: take each quote line and find it in the price book, the proposal and the conversations. Backward: take each promise from the calls and emails and find it on the quote.

Sort what you find into three groups: lines quoted but never discussed, promises made but never priced, and items whose numbers differ between records. Give each finding its evidence: the speaker, call and timestamp, or the proposal section.

Report overcharges and unpriced promises separately. They don't cancel out: the buyer is likely to strike the overcharge, and nobody mentions the free work until your team must deliver it.

Look for an entire-agreement clause in your terms. Common Paper's standard terms have one: the agreement supersedes "all prior or contemporaneous statements (whether in writing or not)"¹ about its subject.

Cornell Law School's Legal Information Institute explains the effect under US law. With such a clause, earlier agreements that conflict with the contract, "whether written or verbal," can't be entered as evidence³ in a dispute. Courts allow exceptions, such as fraud, duress or a mutual mistake⁴, but don't plan around them.

The promise doesn't vanish. The buyer still expects it, and your delivery team inherits the cost. So write each one in: as a priced line, a line marked "included at no charge" or a dated clause. A price held for a future phase becomes an option with an end date.

Changes after signing need the same care. Common Paper's terms require any change to be in writing and "signed or electronically accepted by each party."¹ E-signatures count: in the US, a signature or contract can't be denied legal effect solely because it is in electronic form⁵.

Common Paper's terms also reject anything in the buyer's purchase order, which "may only be used for accounting or administrative purposes."¹ Its numbers should still match the order form.

When the buyer's lawyers mark up your order form, compare every round of redlines before you reply.

To run both checks on a real deal, paste your records into the tool at the top of this page.