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Checklist

Leaving a software vendor: what to ask for (checklist)

When you leave a software vendor, ask for three things: the code with its full history, your data as CSV or Excel, and the accounts (domain, cloud, payments) moved to your company. Below is a checklist you tick right here, four places to check in the contract and a request letter to copy. It is not legal advice: for the contract or a dispute, talk to a lawyer.

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For owners and operations people who want to switch software vendors or leave a SaaS. Use it before you announce that you're leaving, while the vendor still answers willingly.

Since 2023 we have delivered 15+ production projects.

We are not lawyers and this is not legal advice. For contracts, penalties or a dispute, consult a lawyer.

1. Before you announce that you're leaving

2. What to ask for

Code (if the software was built for you)

WhatWhyHow to check
The repository with its full historyA zip of code doesn't show who changed what and whyAn invitation to, or transfer of, the repository to your account
Instructions for running the system from scratchWithout them, code is just textSomeone else runs it from the instructions on a clean computer
Documentation, even if incompleteHow the system works, what is whereYou read it and understand it
A list of libraries and services the system relies onSo nothing stops working when accounts changeThe list matches what is running
Confirmation of rights from subcontractorsIf the vendor worked through other peopleIn writing, in the contract or an amendment

Data

WhatFormatNote
Customers and contactsCSV or ExcelOne file per table
Orders, quotes, jobsCSV or ExcelFor the whole period, not just this year
Invoices and documentsOriginal files + a tableYou have to keep documents for years; check the period with your accountant
Attachments and uploaded filesOriginal filesIncluding which record each one belongs to
Users and their rolesCSV or ExcelWho had which access

Don't ask for "everything". Ask for the data you entered into the system or that came from your work. You usually have no claim to the inside of the system (its code and know-how). And you don't need it.

Access and accounts

WhatWhose name it should be in
Domain and DNSYour company. Without it, leaving hurts the most.
Servers and cloudYour company owns the account and your card pays
Email service (emails sent by the system)Your company
Payment gatewayYour company
App stores (App Store, Google Play)Your company
Analytics and monitoringYour company
API keys for third-party servicesNew keys on your account, old ones revoked
BackupsWhere they are, how often, who can restore them

Rule: an account in the vendor's name isn't your account. A password isn't enough; you want a transfer.

3. Four places in the contract

For software made to order, Slovakia has § 91(4) of the Copyright Act (185/2015). For a computer program and a database, the client is treated as the employer. So you exercise the property rights yourself, directly by law.

Place in the contractWhat to look for
Intellectual propertyDoes it rely on a work made to order? Under Slovak law, a clause "transferring all property rights" usually does not hold, because these rights can't be transferred. In practice a court reads it as a licence.
Pre-existing workTools and templates the vendor had before the contract stay theirs. Do you have a permanent licence to them, not just for the length of the cooperation?
TerminationNotice period, handover of code, documentation and access, help with the transition.
Return and deletion of dataSome contracts oblige the vendor to return and delete data shortly after the end. Ask for the export before that period starts.

If something is missing, you don't need a dispute right away. Ask for an amendment. If the contract is governed by Czech, German or any other law, consult a lawyer. Whether the EU Data Act applies to your SaaS is also a question for a lawyer.

4. How to ask for it

Start with a phone call, owner to owner. Then three versions of the letter, in this order: friendly, firm, formal. Give each one time.

A friendly request template:

What it leaves out: reproaches, threats and paragraphs. Those belong in the formal version, ideally from a lawyer.

Offering to pay for the export often helps the most. For the vendor it's a small job; for you it's the fastest way out.

5. After the handover: what to verify

6. When to call a lawyer

  • the vendor doesn't answer even a formal request,
  • the contract contains penalties or exclusivity,
  • the data is something you're legally required to archive,
  • the licence ends before you get the data,
  • the contract is governed by a law other than Slovak law.

Frequently asked questions

What am I entitled to when I leave a vendor?
Usually the data you entered or that came from your work, and for custom software the code as your contract says. You usually have no claim to the inside of an off-the-shelf SaaS, and you do not need it. Your contract sets the exact scope. It is not legal advice.
When should I start?
Before you announce it, while the vendor still answers willingly. Prepare where the data will land, find out when the licence or notice period ends, and pull out the contract.
What if the vendor will not hand over the data?
Start with a call and a friendly request. Offering to pay for the export often helps most. If they do not answer even a formal request, or the contract has penalties or exclusivity, talk to a lawyer.
How do I check that the handover really happened?
Someone who did not write the system starts it from scratch with the instructions. The data in the new system matches the old one, passwords and keys are changed and the old vendor’s access is revoked.

Locked into a system you do not own?

Tell us which system holds your data and what you need from it. We get back to you within two business days, and together we pick what to fix first.