Why Your Fintech Customers are Reworking Your SaaS Contract (and What You Need to Fix Now)
The Email That Changed Everything
Let me guess: you've recently received an email from one of your fintech clients. Maybe it was from their legal team, or perhaps their Chief Compliance Officer. The subject line probably read something like "Urgent: Contract Amendment Required" or "DORA Compliance Requirements - Action Needed."
Your stomach might have sunk a little as you opened it. Inside? A laundry list of new contract clauses, information requests you've never seen before, and terminology that feels like it came from a different universe. Terms like "ICT Third-Party Service Provider," "Critical or Important Functions," and "Threat-Led Penetration Testing."
Welcome to the new world of DORA compliance. And if you're reading this, you're already ahead of the curve.
Why This Matters (And Why It's Not Going Away)
If your SaaS company serves fintechs, banks, insurance firms, or any financial institution operating in the EU, you're not experiencing a temporary phase or a passing trend. You're witnessing a fundamental, permanent shift in how the European Union regulates digital operational resilience in the financial sector.
The EU Digital Operational Resilience Act (DORA) isn't a suggestion. It's a mandatory law that has been in effect since January 17, 2025.
Think of DORA as the EU's response to a simple but critical question: "What happens when the financial system's digital backbone fails?" After years of increasing cyber incidents, cloud outages, and third-party failures that cascaded through the financial sector, European regulators decided that hoping for the best was no longer an acceptable strategy.
The result? One of the most comprehensive operational resilience frameworks ever created for the financial sector. And here's the kicker: it doesn't just regulate banks and fintechs—it reaches directly through to you, their technology provider.
Understanding Your New Role: From Vendor to Regulated Partner
Here's what's changed at a fundamental level:
Before DORA: You were a vendor. Your customer was… well, a customer. You had a commercial contract focused on service delivery, pricing, and basic legal protections. As long as you delivered what you promised, everyone was happy.
After DORA: You're now classified as an "ICT Third-Party Service Provider" (ICT TPP). Your customer isn't just a customer anymore—they're a "Financial Entity" (FE) with legal obligations that flow directly through to you. Your contract isn't just a commercial agreement; it's now a compliance instrument that must meet the requirements of EU financial regulators.
Your fintech customer, as the regulated Financial Entity, remains fully and ultimately responsible for complying with all DORA obligations—even for the parts of their operations that rely entirely on your SaaS platform.
Yes. Read that again: they're on the hook for your performance.
That's why they're knocking on your door. It's not that they don't trust you. It's that their regulator doesn't accept "but our vendor handles that" as an excuse for non-compliance.
Why Your Existing Contract Just Became a Compliance Liability
Let's be honest: your current contract probably wasn't written with EU financial regulation in mind. Why would it be? You're a SaaS company, not a bank.
But here's the uncomfortable truth: your customers are facing the reality that their existing contracts with you might actually create regulatory risk rather than manage it.
Your standard contract probably has:
Vague service descriptions ("platform access and support")
Generic liability caps that don't account for regulatory incidents
Limited transparency requirements around your operations
Minimal audit rights (if any)
Standard termination clauses are designed for mutual convenience, not regulatory emergencies.
Under DORA, each of these represents a potential compliance failure for your customer. Their contract with you needs to shift from a commercial agreement to a comprehensive tool for managing digital operational resilience and risk control across the entire service lifecycle—from initial onboarding to emergency exit scenarios.
The Core Mandate: What DORA Actually Requires
DORA mandates specific provisions that must be included in every contract between a Financial Entity and an ICT Third-Party Service Provider. Not "should include" or "best practice to include"—must consist of. Without these clauses, your customer faces regulatory scrutiny, potential supervisory fines, and in extreme cases, restrictions on their ability to operate.
Let me break down what you need to deliver, organized by complexity and urgency.
Tier 1: The Foundation (Applies to Every Service Contract)
These requirements apply regardless of whether you're providing a simple marketing automation tool or running core transaction processing. Every SaaS provider serving EU financial institutions needs to address these basics:
1. Crystal-Clear Service Scope and Subcontracting Transparency
What your customer needs: A precise, unambiguous description of exactly what services you provide. Not marketing copy—actual, technical detail about what your platform does, what data it processes, and what functions it performs.
The subcontracting piece: You must explicitly state whether you use subcontractors (spoiler: if you use AWS, Google Cloud, or any third-party service, the answer is yes). If you do, you need to detail:
Who your critical subcontractors are
What they do
Where they're located
Under what conditions might you add or change subcontractors.
Why it matters: Your customer can't manage supply chain risk if they don't know their supply chain. Every subcontractor you add represents a potential point of failure in their operational resilience framework. DORA demands they know—and approve—these dependencies upfront.
Real-world example: Imagine you use a third-party email service to send transaction notifications to end users. That email service has an outage. Your customer's end users can't receive critical account alerts. Under DORA, your customer's regulator will ask: "Did you know this dependency existed? Did you assess the risk? Did you have a backup plan?" If the answer is no, that's a compliance failure.
2. Data and Service Location (And the Obligation to Alert Before Changes)
What your customer needs: Specific information about where—geographically—your services operate and where their data is stored. Not just "the cloud" or "EU region," but actual countries or specific data centers.
The change notification piece: You must commit to notifying your customer in advance of any planned changes to these locations. Not after the fact, not as a courtesy—before it happens, with enough time for them to assess the risk and potentially object.
Why it matters: Data location affects three critical compliance areas:
Jurisdiction and legal risk: Different countries have different legal frameworks, seizure risks, and government access laws
Data protection compliance: GDPR and local data protection laws vary by location
Geopolitical risk: Political instability, sanctions, or diplomatic tensions can suddenly make a previously safe location problematic.
Real-world example: You decide to expand operations to a new AWS region to improve performance. That new region is in a country that recently underwent significant changes to data access laws. Your customer's regulator flags this as an unacceptable jurisdiction risk. If you didn't notify them in advance, your customer has just failed their DORA obligation to maintain control over ICT arrangement risks.
3. Incident Assistance (Pre-Agreed and Pre-Priced)
What your customer needs: A contractual obligation from you to assist with any ICT incident related to your service. And critically, the cost for this assistance must be determined in advance—before an incident occurs.
Why it matters: Under DORA, Financial Entities have strict regulatory reporting timelines when incidents occur. We're talking about hours, not days. Major incidents might need to be reported to authorities within 4 hours of detection.
Your customer cannot afford to be in a position where:
They're unsure whether you'll help
They need to negotiate billing rates while their systems are down
You're offering "premium support" as an upsell during an emergency.
Real-world example: It's 3 AM on a Saturday. Your platform experiences a security incident that affects your customers' ability to process payments. Their compliance team needs detailed incident logs, your security team's assessment, and technical support to implement temporary workarounds—all within hours to meet regulatory reporting deadlines. If your contract doesn't obligate you to provide this support immediately (and if they're worried about surprise invoices), they're in regulatory hot water before the technical problem is even solved.
4. Data Access, Recovery, and Return Rights
What your customer needs: Cast-iron guarantees that they can access, recover, and ultimately retrieve all their data in a usable, easily accessible format. And these guarantees must hold true even if you go bankrupt, shut down your business, or discontinue your service.
Why it matters: Business continuity can't depend on your financial health. Your customer needs assurance that even if your startup fails spectacularly, their data (and their business operations) won't go down with it.
The format matters: "Easily accessible format" means your customer shouldn't need specialized tools, proprietary software, or arcane technical knowledge to use their data once they get it back. Standard formats (JSON, CSV, SQL dumps) are expected.
Real-world example: Your well-funded competitor acquires you. As part of the acquisition, they decided to sunset your product line. Your customers have 90 days to migrate. Under DORA, you're obligated to provide complete data export capabilities in a format that works with their (likely different) new provider. No "data export fees," no "premium migration support package"—this is a fundamental right.
5. Regulatory Access and Cooperation
What your customer needs: Your explicit, contractual agreement to cooperate fully with:
Your customer's regulatory authorities (called "Competent Authorities" or CAs in DORA-speak)
Resolution authorities (who step in if your customer fails)
Any investigation, inquiry, or audit that these authorities request.
Why it matters: EU financial regulators have a firm principle: if you're part of the regulated entity's operations, you're within their supervisory perimeter. They need to be able to inspect, question, and audit any party that could affect the Financial Entity's operational resilience—including you.
What this means practically: If a regulator shows up (virtually or in person) to ask questions about your infrastructure, security controls, or incident response, you can't hide behind "proprietary information" or "commercial confidentiality." You need to cooperate, provide information, and allow access.
Real-world example: Your customer undergoes a DORA supervisory review. The regulator identifies your service as a potential concentration risk (many of the regulator's supervised entities use you). They request detailed information on your business continuity plans, financial stability, and incident history. You must provide it. Your contract needs to make this explicit.
6. Financial Entity Termination Rights (Even When It's Not Your Fault)
What your customer needs: Explicit, unambiguous rights to terminate the contract immediately in specific scenarios:
You've significantly breached applicable laws or regulations
You've materially breached the contract
The regulatory authority determines that it can no longer effectively supervise your customer under your arrangement.
The uncomfortable part: That last bullet point means your customer might need to terminate even if you haven't done anything wrong. If the regulator decides your arrangement creates supervisory risk, your customer needs a legal exit ramp.
Why it matters: Regulatory compliance sometimes requires speed. Your customer can't be locked into a contract that prevents them from eliminating regulatory risk immediately, even if it's inconvenient or commercially unfavorable for you.
Real-world example: A regulator conducts a thematic review of cloud concentration risk and determines that too many Financial Entities rely on your specific infrastructure provider. They require your customer to diversify. Your customer needs to terminate or significantly modify your agreement not because you failed, but because the regulatory landscape changed. Your contract needs to accommodate this.
Tier 2: High-Impact Demands for Critical Services
Now we get to the requirements that are probably causing the most friction in your contract negotiations. These apply specifically when your SaaS platform supports a "Critical or Important Function" (or CIF, in DORA's lingo) for your customer.
What's a Critical or Important Function? Think of it as any business function that, if disrupted, would:
Materially harm the Financial Entity's business
Damage their reputation
Cause financial loss to the entity or its customers
Breach regulatory obligations
Examples include: payment processing, customer authentication, transaction monitoring, core banking operations, trading platforms, or risk management systems.
If your platform touches any of these areas, buckle up. The requirements intensify significantly.
1. Performance Transparency Through Measurable KPIs
What your customer needs: Detailed Service Level Descriptions (not just basic SLAs) with precise, quantitative, and qualitative performance targets. We're talking about granular Key Performance Indicators (KPIs) that can be measured, tracked, and reported to regulators.
The death of generic SLAs: Your standard "99.9% uptime" SLA isn't enough anymore. Regulators want to see metrics like:
Specific response time percentiles (P50, P95, P99) for critical operations
Error rates by transaction type
Time to detect and time to resolve for different incident severities
Data processing latency metrics
Availability measurements at a feature level, not just at the platform level.
Why it matters: Your customer needs to prove to their regulator that they have adequate controls over their ICT third-party risk. Generic promises don't demonstrate control—measurable outcomes do. If they can't show KPIs that prove your service meets their operational resilience requirements, they fail their DORA obligations.
Real-world example: Your platform processes payment authorizations. A generic "99.9% uptime" SLA tells regulators nothing about whether the platform can handle peak transaction volumes during critical periods (like holiday shopping) or how quickly it recovers from partial failures. Your customer needs metrics that prove: "Authorization requests complete in under 500ms for 99% of transactions, even during peak load, and degraded service is restored to full capacity within 15 minutes of detection."
2. Audit and Inspection Rights (The Biggest Challenge for SaaS)
What your customer needs: To grant audit and inspection rights to:
The Financial Entity itself
An independent third party they appoint
Their Competent Authority (regulator).
And here's the kicker: these need to be unrestricted rights of access, inspection, and audit.
Why this is the biggest hurdle for SaaS companies: If you serve 100 financial institutions, you could theoretically face 100+ individual audit requests per year, each with different scope, timing, and methodologies. This is operationally impossible for most startups.
The practical solution: DORA recognizes this problem. You have two main paths to satisfy audit requirements:
Pooled Audits: Multiple customers share a single audit. You coordinate one comprehensive audit that meets the needs of many Financial Entity customers simultaneously. This requires careful planning, a standardized scope, and agreement from all participating customers.
Independent Assurance Reports: You obtain recognized, independent third-party assurance reports (like SOC 2 Type 2, ISO 27001, or other relevant certifications) and make these readily available to your customers under appropriate confidentiality agreements.
What you must provide: Clear contractual terms that define:
How audit rights will be exercised (pooled audits vs. independent reports)
The process for accessing assurance information
Timelines for providing audit evidence
Cost allocation (if any) for audit activities
Your commitment to remediate any findings within agreed timeframes.
Real-world example: You undergo an annual SOC 2 Type 2 audit covering security, availability, and confidentiality. You make this report available to all Financial Entity customers under NDA within 30 days of report issuance. Your contract explicitly states that this report satisfies the standard audit requirements, but customers retain the right to request specific additional audits if they identify gaps in the SOC 2 scope. This balances your operational constraints with their regulatory obligations.
3. Business Continuity and Resilience Testing
What your customer needs: Your active cooperation in their digital operational resilience testing program, including:
Participation in scenario-based testing
Support for Threat-Led Penetration Testing (TLPT)—basically, sophisticated simulated attacks on your infrastructure
Regular testing of your own business continuity plans
Evidence that your disaster recovery capabilities actually work.
Why it matters: Under DORA, resilience isn't assumed or promised—it must be proven through testing. Your customer is required to conduct regular operational resilience testing, and if your service is critical to their operations, you're part of that testing program.
What "cooperation" means practically:
Allowing controlled testing activities against your production or dedicated test environments
Providing technical resources to support testing scenarios
Sharing results of your own internal resilience testing
Participating in post-test analysis and remediation planning.
The TLPT requirement: For the most critical services, your customer might need to conduct (or participate in) advanced Threat-Led Penetration Testing. This isn't a basic vulnerability scan—it's sophisticated, red-team style testing that simulates real-world attack scenarios. If your service is in scope, you need to contractually commit to supporting this level of testing.
Real-world example: Your customer conducts quarterly business continuity tests where they simulate various failure scenarios. One quarter, they test: "What happens if our primary payment processor (you) experiences a complete regional outage?" Your contract obligates you to:
Provide technical details about your failover architecture
Participate in the test by activating your documented failover procedures
Allow them to verify that the failover actually works as designed
Document lessons learned and implement improvements.
4. Exit Strategy and Transition Support (The "Plan B" You Hoped They'd Never Need)
What your customer needs: Your explicit commitment to support their documented Exit Plan. This includes:
Offering an adequate transition period to migrate to another provider or an in-house solution
The length of this transition period is often dictated by regulators based on the criticality of the function
Detailed technical and operational support during the transition
Clear terms about data portability, system integration support, and knowledge transfer.
Why it matters: Your customer is legally required to have a tested, documented "Plan B" for every critical ICT service they rely on. This isn't just a theoretical document—regulators expect these exit plans to be realistic, detailed, and regularly tested.
The uncomfortable reality: Your contract needs to contemplate scenarios where:
You go out of business suddenly
Your service quality degrades unacceptably
Regulatory requirements force a change
Commercial terms can't be agreed upon for renewal
A competitor acquires your business
Strategic changes make your service non-viable.
What you must commit to: Even in adverse scenarios (like insolvency), you need to define:
Minimum transition period (often 3-12 months for critical functions)
What support you provide during transition (technical documentation, training, integration assistance)
Data extraction processes and formats
How will ongoing service levels be maintained during the transition
Cost structure for transition support.
Real-world example: Your customer's Exit Plan states: "In the event of service termination, Provider will offer a minimum 6-month transition period with continued service at existing SLA levels, provide complete technical documentation, assign a dedicated transition support engineer, and deliver all data in standardized formats within 30 days of termination notice." Your contract needs to make these commitments explicit and enforceable.
The Oversight Framework: When DORA Reaches Directly to You
Here's something many SaaS providers don't realize yet: depending on your size and criticality, you might become directly supervised by EU financial regulators.
DORA introduces a new oversight framework for "Critical Third-Party Service Providers" (CTPPs). If you're designated as a CTPP, you're no longer just subject to contractual obligations with your customers—EU authorities directly regulate you.
How do you become a CTPP? The designation considers factors like:
The number of Financial Entities that rely on you
The systemic importance of the functions you support
Whether there are readily available alternatives to your service
Your interconnectedness with the broader financial system
What does it mean if you're designated? Direct oversight, including:
Regular reporting to EU authorities
On-site inspections of your operations
Recommendations or requirements to address identified risks
Potential financial penalties for non-compliance
Why this matters for your contract negotiations: Even if you're not currently a CTPP, the possibility of future designation should inform how you structure your compliance approach now. Building strong DORA compliance practices today makes the potential future designation less disruptive.
Strategic Responses: How to Turn DORA from Threat to Advantage
I know what you're thinking: "This sounds expensive, time-consuming, and operationally complex. Why wouldn't we exit the EU financial services market?"
Here's why you shouldn't panic, and why embracing DORA might be your best strategic move:
1. First-Mover Advantage Is Real
Right now, most of your competitors are either:
Panicking and making short-term reactive decisions
Ignoring DORA entirely (which will cost them customers)
Trying to minimize compliance efforts (which will create trust issues)
By proactively embracing DORA compliance, you become the trusted choice for risk-conscious financial institutions. Your competitors' compliance problems become your sales advantage.
2. DORA Compliance Signals Maturity
Financial institutions are increasingly wary of working with startups that might disappear, pivot, or fail unexpectedly. By demonstrating that you:
Understand complex regulatory requirements
Can document and test your resilience capabilities
Have thought through business continuity and exit scenarios
Welcome oversight and transparency
You're essentially saying: "We're not a risky startup—we're a reliable partner that operates like an enterprise, even if we're still growing."
3. The Investment Pays Off Beyond EU Financial Services
Many DORA requirements align with best practices for operational resilience generally:
Strong business continuity planning
Comprehensive vendor management
Incident response capabilities
Regular security testing
Documented audit trails
Investing in DORA compliance makes you more attractive to any enterprise customer in any regulated industry, not just EU financial services.
Practical Action Plan: What to Do Right Now
Let's get tactical. Here's your roadmap for navigating DORA effectively:
Immediate Actions (This Month)
1. Assess Your Exposure
Create a list of all customers who are (or might be) Financial Entities under DORA
Identify which services you provide that might support Critical or Important Functions
Prioritize based on contract value and strategic importance
2. Review Your Current Contracts
Pull your standard contracts and compare them against the mandatory clauses outlined above
Identify gaps (you'll find many)
Document which customers have which contract versions
3. Start Internal Documentation
Map your subcontractor relationships (every single one)
Document current data and service locations
Review and update your incident response procedures
Assess the current state of your business continuity plans
Short-Term Actions (Next 90 Days)
1. Develop DORA-Compliant Contract Templates. Work with legal counsel who understands both SaaS and EU financial regulation to create:
Standard DORA Addendum that can be attached to existing contracts
Updated standard terms for new contracts
Flexible frameworks for the high-impact requirements (especially audit rights)
2. Build Your Transparency Documentation Package. Create a standardized information package that you can provide to any Financial Entity customer:
Service description and architecture overview (non-confidential version)
Subcontractor list with key details
Data location and processing information
Current security certifications and audit reports
Incident response and support procedures
Business continuity and disaster recovery summaries
3. Evaluate Assurance Strategy. Decide whether you'll pursue:
SOC 2 Type 2 certification (often the baseline for SaaS)
ISO 27001 certification
Additional industry-specific certifications
Custom audit frameworks
Get quotes, understand timelines, and budget appropriately.
Medium-Term Actions (Next 6-12 Months)
1. Implement Systematic Contract Updates
Start with customers who have identified your service as critical
Use your standard DORA Addendum to streamline negotiations
Set internal targets for the percentage of DORA-compliant contracts
2. Enhance Operational Capabilities
Formalize your business continuity and disaster recovery testing schedule
Implement KPI tracking systems that can generate the metrics customers need
Develop customer-facing resilience reporting (quarterly or annual summaries)
Build out exit and transition planning frameworks
3. Create Customer Enablement Resources. Help your customers help themselves:
Self-service portal for accessing compliance documentation
Templates for exit planning
Clear escalation paths for incidents and regulatory inquiries
Regular "state of resilience" communications
Long-Term Strategic Positioning
1. Make Compliance a Market Differentiator
Highlight your DORA readiness in sales materials
Train your sales team on how to discuss operational resilience
Create case studies showing how you've successfully supported customers' DORA compliance
2. Build Compliance into Product Development
Include resilience requirements in your product roadmap
Design with auditability and transparency in mind
Consider building customer-facing resilience dashboards
3. Foster Industry Collaboration
Participate in industry working groups on DORA implementation
Share learnings (within legal bounds) with other SaaS providers
Consider forming pooled audit arrangements with complementary providers
Common Pitfalls to Avoid
As you navigate DORA compliance, watch out for these common mistakes:
Pitfall #1: The "One Size Fits All" Approach
Not all your customers have the exact DORA requirements. A small fintech startup might classify your service as non-critical, while a major bank considers it essential. Trying to force identical terms on everyone wastes time and creates friction.
Instead: Develop tiered approaches based on criticality and customer size.
Pitfall #2: Treating DORA as Purely a Legal Exercise
Your legal team can draft compliant contract language, but DORA compliance requires operational capability. You can't contract your way out of operational deficiencies.
Instead, ensure your legal, technical, and operational teams work together. Compliance is cross-functional.
Pitfall #3: Waiting for Customers to Define Requirements
Many of your customers are still figuring out their own DORA obligations. If you wait for them to tell you exactly what they need, you'll be perpetually reactive and negotiations will drag on forever.
Instead, be proactive—present solutions rather than waiting for problems to be defined.
Pitfall #4: Underestimating Negotiation Time
DORA contract negotiations are not quick wins. Financial institutions' legal and compliance teams move deliberately, especially when dealing with novel regulatory requirements.
Instead, start early, budget significant time, and build strong relationships with customer stakeholders beyond just procurement.
Pitfall #5: Ignoring the Subcontractor Chain
You might be DORA-ready, but what about your infrastructure providers, your payment processor, your authentication service? Your customers' DORA obligations don't stop at your front door—they flow through your entire supply chain.
Instead, assess your own supply chain and proactively address dependencies that pose risks to your customers.
DORA Is Your Reality Now
If you're still reading this far, you're clearly taking DORA seriously. Good. You should.
Here's what I want you to take away:
DORA is not temporary. It's not going away. It's not something you can wait out or avoid if you want to serve EU financial services markets.
DORA is not optional. Your customers don't have a choice about compliance. By extension, neither do you if you want to keep them.
DORA is not just a burden. Yes, it requires investment and operational changes. But it's also an opportunity to differentiate yourself, to demonstrate maturity, and to build deeper, more strategic relationships with your most important customers.
The SaaS providers who thrive in the post-DORA world won't be the ones with the most clever legal workarounds or the ones who managed to minimize their compliance obligations. They'll be the ones who embraced operational resilience as a core value proposition and made transparency a competitive advantage.
Your customers are knocking on your door because they need your help to comply with DORA. This is your chance to show them you're a partner they can rely on—not just today, but through the next regulatory change, the next crisis, and the next evolution of their business.
The question isn't whether you'll comply with DORA. The question is: will you be reactive and grudging, or strategic and proactive?
I know which approach builds better businesses.
Now get to work.
Additional Resources
Official DORA Text: EUR-Lex
European Banking Authority (EBA) DORA Guidelines: EBA Website
