B2B SaaS Auto-Renewal Notices: Which Annual Renewals Went Out With One

New York §5-903 and Wisconsin §134.49 for a SaaS contract

The managed-services version of this guide, linked at the end, walks through both statutes clause by clause. For a SaaS founder, five points carry the weight.

New York’s text protects any “person,” which subsection 1 defines as “an individual, firm, company, partnership or corporation,” so it is not written only for consumers. The window counts back from the customer’s deadline to give notice of termination, not from the renewal date: “at least fifteen days and not more than thirty days previous to the time specified for serving such notice.” The notice is “written notice, served personally or by certified mail,” calling attention to the renewal provision. Subsection 3 excludes contracts where “the automatic renewal period specified is one month or less,” which takes ordinary monthly plans out of it.

Wisconsin’s text defines a “business contract” to include one “for providing business services, but only if the contract is for the direct benefit of the end user,” and a “customer” as a person “who conducts business in this state.” For a contract entered into, modified or renewed after May 1, 2011 that renews for more than a month, the seller must get the customer’s signature on a disclosure form, or initials on a contract page carrying the disclosures, including “whether an increase in charges to the customer will apply upon an automatic renewal or extension.” Without it, subsection (2)(c) says the renewal provision “is not enforceable, and the contract terminates at the end of the current contract term.” Where the initial term and the renewal term both exceed a year, a written notice is due “at least 15 days but not more than 60 days before the deadline for the customer to decline renewal or extension.”

Three of Wisconsin’s fifteen exclusions matter to a software company: usage-based contracts with “a predetermined minimum payment in a 12-month period” of “$250,000 or more,” contracts the customer can end on no more than one month’s notice, and contracts “to which a federal, state, or local government entity is a party.”

Then the open question. A hosted software subscription is not obviously a contract for “service, maintenance or repair” of property, and Wisconsin does not define “business services.” Neither text names software. New York’s §5-903 also does not say it applies only to New York customers, so the governing-law clause in the order form or master agreement may matter as much as where the customer sits. These are exactly the points to put to counsel, with the count below in hand.

Why a billing setup leaves the renewal notice step out

The renewal clause lives in a signed order form or master subscription agreement, a PDF in an e-signature tool. The billing system holds the subscription, its price and its renewal date. The customer’s notice deadline, which is the date both statutes count from, is in neither place unless someone typed it in.

Stripe’s own documentation shows the gap from the billing side. Its renewal reminder is a setting, “Send emails about upcoming renewals,” and the same page says: “Stripe doesn’t send renewal reminder emails for subscriptions with a collection_method of send_invoice.” An annual contract billed by invoice, with a signed order form and a notice clause, gets no reminder at all from that switch. For card-paid subscriptions, Stripe sends the email “before the current renewal period ends” on a number of days the company sets, counted from the renewal date. An email is also not the method New York’s text names, and Wisconsin’s subsection (4) allows email only “if the contract permits the customer to use this method to notify the seller” that it declines.

Illustrative example: an annual contract’s term ends March 31 and requires the customer to give 60 days’ notice to decline, so the customer’s deadline is January 30. New York’s window for the provider’s notice runs from December 31 to January 15. Wisconsin’s runs from December 1 to January 15. A reminder set for 30 days before renewal fires around March 1, a month after the customer’s deadline passed.

The count: every annual B2B SaaS contract, by renewal deadline

This is one spreadsheet, built once from the signed order forms and the billing system’s subscription list, then kept. One row per contract:

• Customer, the state where it conducts business, and the governing-law clause in the contract.
• Signed date and the dates of any amendment or renewal; Wisconsin’s disclosure duty turns on May 1, 2011.
• Initial term and renewal term as written, and whether the contract converts to month-to-month after the first term.
• The notice period in the clause, and the customer’s deadline to decline, computed as a date.
• For New York customers or New York law, the 15-to-30-day window; for Wisconsin customers with terms over a year, the 15-to-60-day window.
• Collection method in billing: charged automatically or sent as an invoice.
• Whether a notice went out last time, on what date, by what method, and where the proof is filed.
• Whether the price changes at renewal, by how much, and whether the contract disclosed that at signing.
• For Wisconsin usage-based contracts, the minimum payment over 12 months, against the $250,000 line in the first exclusion.

Sort by the customer’s deadline, not the renewal date. Contracts with a deadline in the next 90 days and no notice on file are the first conversation with counsel; the rest become calendar entries set to the window’s opening day. Illustrative example: a hypothetical company with 60 annual contracts finds 9 with New York or Wisconsin customers or New York governing law, and 3 of those have a deadline inside the next 90 days with no notice on file. Those 3 are the attorney’s first hour.

A renewal notice that also carries the price change

Renewal is the date on which a legacy price is easiest to change, and Wisconsin’s text ties the two together: its notice must include “a description of any increase in charges to the customer that will apply after renewal or extension.” A company that plans its price changes by the renewal calendar can send one letter that does both jobs, approved once by counsel. The statutes describe content, not wording. A template for an attorney to adapt holds:

• A plain statement that the contract will renew unless the customer declines, and for how long.
• The customer’s deadline to decline, as a date.
• Any change in price after renewal, in dollars per period.
• How to decline: to whom, by what method, at what address.
• The renewal clause itself, quoted, with its section number.

Send it by a method the statute names, file the proof with the contract, and name one person who owns each send. On a sales-assisted annual account, a call to the customer’s contact before the letter arrives keeps the notice from being the first anyone hears of the renewal. The legacy-price guide linked below covers how to find which contracts are still on an old price before that letter goes out.

What does a SaaS renewals process look like, step by step?

A SaaS renewals process is a dated sequence for each annual contract that starts from the customer’s deadline to decline renewal, not from the renewal date, and ends when the renewal invoice is paid and the proof of notice is filed with the contract. Each step needs a named owner and a date, because the customer’s deadline sits in the signed order form, not in the billing system, unless someone puts it there.

Running the steps from the customer’s deadline puts the notice inside the statutory windows quoted above, which count back from that deadline, and leaves time to settle any price change before the notice has to state it. Whether either statute reaches a given SaaS contract is for the company’s attorney. Not legal advice.

The steps, in order, using the illustrative example above: a contract ending March 31 whose customer must decline by January 30.

• Each month: refresh the contract list from the signed order forms and the billing export, and compute each customer’s deadline to decline as a date (here, January 30).
• Before any notice window opens (here, by the end of November): settle the renewal term and any price change for the account, so the notice can state it, and call the customer’s contact so the letter is not the first word of the renewal.
• Inside the window (here, December 31 to January 15, which fits New York’s window and, for a contract whose terms both run longer than a year, Wisconsin’s): send the notice by a method the contract and any applicable statute name, file the proof with the contract, and record who sent it.
• After the customer’s deadline (here, after January 30): record whether the customer declined, and for an account billed by invoice, ask the customer’s contact whether a new purchase order is needed before the renewal invoice can be paid.
• After the renewal date (here, after March 31): confirm the invoice went out at the agreed price and term and was paid, and log both dates on the contract row.

Questions for the company’s attorney

Each turns on facts and case law this guide does not cover. Bring them with the spreadsheet.

• Is a hosted software subscription, with or without support, a contract “for service, maintenance or repair to or for any real or personal property” under New York’s §5-903?
• Is it a contract “for providing business services” under Wisconsin’s §134.49, and do any of our contracts fall within one of its fifteen exclusions?
• Our order form chooses a governing law. What does that do for a customer located in another state?
• Do our Wisconsin contracts, as signed, carry the disclosures with the customer’s initials or signature?
• Which other states where we have customers have automatic renewal rules for business contracts?
• For a renewal where no notice went out, what are our options with that customer now?

When this is not worth paying for, and where the Review fits

If every plan is month-to-month, New York’s text excludes it, and Wisconsin’s disclosure duty applies only to additional periods of more than one month; once the attorney confirms that, the work may end there. If there are no New York or Wisconsin customers and no New York governing law, these two statutes are not the question, though other states’ rules may be. And if a customer is already disputing a renewal, the next call is to counsel, not to a consultant.

For a founder-led company, the Revenue Review covers renewals under the Quote → Contract hand-off. From the company’s own order forms and billing exports it lists every contract with its term, renewal date, customer deadline, notice record and price history, and flags the ones where the notice step has no record. It does not review contracts for enforceability or give legal advice. The same two weeks also count where money slips after signing: trials, failed cards, legacy prices and annual invoices waiting on a purchase order. It ends in a written report the company keeps.

If the contract list turns out to be the gap, the next step is a free 20-minute call, where we say whether the spreadsheet above and an hour with an attorney cover it, which may well be the honest answer.