Entire Agreement Clause

What is an entire agreement clause?

An entire agreement clause (also called an integration or merger clause) says the written contract replaces everything said or sent before it. Proposals, slide decks, emails and verbal promises from the sales team drop away once you sign.

HubSpot's terms say the agreement "is the entire agreement between us for the Subscription Service." Zendesk's customer agreement says it "sets out all terms agreed between the parties." Both also reject extra terms on your purchase order, so the terms you send with a PO may have no effect.

Why it matters to you

• Sales promises do not bind the vendor. If a rep said "we will never raise your price" or "SSO is coming next quarter," that promise is gone unless it is in the order form or the agreement.
• Linked documents still count. The agreement often includes the policies and pages the contract points to. Through incorporation by reference, a privacy policy or usage policy can be part of the "entire agreement," and some of those pages can change later.
• Your PO terms may not apply. If you rely on your own purchasing terms, check that the vendor has not rejected them in advance.

What to check

• Before you sign, put every promise you rely on (price caps, features, support levels, data location) into the order form.
• Read which documents are listed as part of the agreement, and whether the vendor can update any of them on its own.
• Look at the order of precedence clause to see which document wins if two of them conflict.
• Keep sales emails anyway. They will not change the contract, but they help in a renewal talk.

Severability Clause

Read the full page on Severability Clause

A severability clause keeps the rest of the contract alive if a court strikes out one part. Without it, a judge might have to decide whether the whole contract falls with the bad clause.

The wording is short and standard. HubSpot's version says that if a provision is invalid, it is replaced with a valid one closest to the original intent, and "the remainder of this Agreement will continue in effect." Zendesk's version limits an invalid term "to the minimum extent necessary."

For you, the effect is simple. If one clause in the vendor's terms turns out to be unenforceable in your state, the rest of the contract, including the parts that favor the vendor, still applies. You rarely need to negotiate this clause.

Publicity (Logo Use) Clause

A publicity clause lets the vendor name you as a customer and show your logo in its marketing, such as on its website or customer list. Many vendors give themselves this right by default.

HubSpot's terms say "You grant us the right to add your name and company logo" to its customer list and website, and offer a Publicity Opt-Out form. Calendly's customer terms give it a royalty-free license to use your name and logo, which you may revoke by emailing its marketing and legal teams. Uses already published may stay up, apart from your logo on Calendly's website.

To opt out:

1. Find the publicity section in the vendor's terms and read how to withdraw.
2. Use the form or email address it names, or ask to strike the clause in your order form.
3. Keep the confirmation and check the vendor's customer page later.

Not every vendor has this clause. Zendesk's customer agreement does not include one.

Future Functionality Disclaimer

A future functionality disclaimer says you are buying the product as it is today. Your purchase does not depend on features the vendor has hinted at, shown on a roadmap or promised in a call.

Atlassian's Customer Agreement says "purchases are not contingent on delivery of any future functionality." HubSpot's terms add that its obligations do not depend on "any oral or written comments" about future features.

This clause works together with the entire agreement clause. One says sales talk is not part of the contract. The other says roadmap talk cannot be a reason to cancel or ask for money back. If a planned feature is the reason you are buying, get it into the order form with a date, and agree what happens if it does not ship, such as a right to end the contract or a credit.

How Venpo helps

Venpo watches your vendors' terms of service and the policies they link to, and emails you when any of them change. Since those linked pages are part of the "entire agreement," an alert tells you when the deal you signed has been changed by an update on the vendor's site.