commercial-policy

Commercial Policy

End-to-end commercial-policy authoring and governance: defining the rules that govern what sales can offer, what triggers approval, and what's prohibited. Pairs with our deal-desk (operational enforcement) and pricing-strategy (price-setting) skills — this is the policy that those execute against.

A good commercial policy:

• Makes deal-desk faster (fewer ambiguous cases)
• Makes sales reps more autonomous (clearer authority)
• Makes legal reviews lighter (most cases already covered)
• Reduces concession drift over time
• Provides audit-ready governance documentation

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When to use this skill

Situation	Skill applies
Authoring commercial policy from scratch	Yes — start with policy charter template + scripts/commercial_policy_generator.py
Refreshing an existing policy (annual)	Yes — see annual policy review workflow
Auditing recent deals for policy compliance	Yes — scripts/policy_compliance_checker.py
Analyzing terms-deviation patterns	Yes — scripts/terms_deviation_analyzer.py
Tailoring policy for new region / vertical	Yes — scripts/commercial_policy_generator.py --region <X>
Drafting sales training on policy	Yes — see training section
Setting prices (not policy on deviations)	Use business-growth/pricing-strategy
Per-deal approval	Use business-growth/deal-desk
Writing the specific contract	Use business-growth/contract-and-proposal-writer

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What commercial policy covers

Standard scope:

Domain	Policy area
Pricing	Standard pricing, discount thresholds, MFN, rebates, custom-bundle pricing
Contract	Standard term length, payment terms, renewal terms, termination, customer audit rights
Legal	Acceptable MSA modifications, liability cap, indemnification, jurisdiction, IP
Operational	SLA tiers, custom SLAs, security commitments, dedicated infrastructure
Customer commitments	Reference / case study / press release obligations
Channel	Partner discount tiers, channel-conflict rules, deal-registration
Special terms	Performance-based payment, acceptance criteria, ramp deals

What it doesn't cover:

• Day-to-day pricing decisions (that's pricing strategy)
• Per-deal approval mechanics (that's deal-desk operations)
• Sales targets / quota (that's compensation policy)
• Customer success / churn-prevention tactics

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Commercial policy charter (template)

The foundational document. Every company that does $5M+ ARR needs one. Use this template:

# Commercial Policy Charter

## Purpose
This Commercial Policy defines the rules that govern commercial terms
offered to customers. It is binding on all customer-facing functions
(Sales, Customer Success, Partner / Channel) and is enforced by Deal Desk.

## Scope
Applies to:
- All new customer agreements
- All renewals (with material change)
- All partner-mediated deals
- All custom / non-standard agreements

Does not apply to:
- Self-serve / PLG transactions per standard published terms
- Auto-renewals at standard terms

## Owners and Approvers
- Policy owner: CRO + CFO + General Counsel (jointly)
- Operational enforcement: Deal Desk
- Updates: quarterly review by policy owners
- Material changes: board awareness

## Pricing Policy

### Standard pricing
- All new customers offered at published list pricing
- Published price is canonical; deviations require approval per matrix

### Discount approval matrix
[Per the deal-desk approval matrix — see business-growth/deal-desk]

### Maximum allowed discount
- Standard maximum: 50%
- Beyond 50%: CEO + Board awareness required
- Discount > 60%: only with explicit strategic-rationale documented and CEO sign-off

### Most Favored Nation (MFN)
- Not granted by default
- Granted only with: strategic-tier customer + CRO + CFO + GC approval
- Always scoped narrowly: same product, same volume, same term length, same geography
- Disclosure-only (never automatic price-match)

### Rebates
- Performance-based rebates allowed per partner-program tier
- Customer-tier rebates: discouraged; if granted, time-bounded and explicit

## Contract Policy

### Standard term
- 12-month contract with annual prepay
- Auto-renew unless 90-day notice

### Term flexibility
- < 12 months: requires Director approval
- 24-36 months: Director approval
- > 36 months: VP Sales approval
- Multi-year discounts: per discount matrix

### Payment terms
- Standard: Net 30, annual prepay
- Net 45-60: Director approval
- Net 90+: CFO approval
- Custom milestone-based: CFO approval; revenue recognition impact reviewed

### Renewal
- Standard: auto-renew, same terms, same price (or per published renewal pricing)
- Renewal expansion > 20%: deal-desk review
- Renewal contraction > 10%: deal-desk review + customer success consultation

### Termination
- Standard: termination for convenience requires 90-day notice
- Termination for cause: 30-day cure period
- Customer-requested termination flexibility: Director approval
- Mid-term termination rights: VP Sales approval

## Legal Policy

### MSA modifications
- Pre-approved modifications: tracked list in approved-modifications appendix
- Custom modifications: General Counsel approval required
- Customer-supplied MSA: full GC review; default to push back to our MSA

### Liability cap
- Standard: 1x annual fees
- 2x annual fees: GC + CFO approval
- > 2x annual fees: CEO sign-off
- Carve-outs: IP infringement, gross negligence, willful misconduct — always uncapped

### Indemnification
- Standard mutual indemnification per template
- Customer-favorable indemnification: GC approval
- Defense / settlement control: vendor by default; customer-controlled needs CEO

### Jurisdiction and governing law
- Standard: vendor's jurisdiction
- Customer jurisdiction: GC approval
- Arbitration vs litigation: per template; deviations need GC

### IP
- Standard: each party retains pre-existing; joint inventions per default
- Customer-favorable IP terms: GC approval
- Source code escrow: only for OEM / strategic; never standard customer

## Operational Policy

### SLA tiers
- Standard published SLA (99.5%)
- Enhanced SLA (99.9%): per published pricing
- Custom SLA: Customer Success + Engineering approval; pricing premium per agreement
- Custom SLA with penalties: CRO + CCO + Engineering approval

### Security commitments
- Standard SOC 2 / ISO 27001 commitments per template
- Custom security: CISO + GC approval
- Customer audit rights: GC approval (limited to annual, with notice, third-party auditor)

### Dedicated infrastructure
- Not standard; available only with CTO + GC approval
- Premium pricing required

## Customer Commitments

### Reference / case study requests
- Standard: requested but not required
- Discounted deals (> 15%): case study or reference required as condition
- Strategic logos: explicit case study + press release commitment

## Channel Policy

### Partner-mediated deals
- Per Partner Agreement; discount per tier
- Deal registration governs conflict
- Direct rep authority same as direct deals on partner-led opportunities

## Special Terms

### Performance-based payment
- Payment-on-acceptance / acceptance criteria: CFO + GC approval
- Milestone payments: CFO approval

### Ramp deals
- ≤ 3 months: Sales Manager
- 3-12 months: Director
- > 12 months: VP Sales

### Source code escrow (for customer)
- Not standard; available only with CTO + GC approval

## Documentation Requirements

Every non-standard deal documented per Deal Desk packet template:
- Deviation explicitly listed
- Justification documented
- Approver identified
- Customer commitments (if any) explicit
- Expiration / conditions clear

## Annual Review

This policy is reviewed annually by CRO + CFO + GC.
Material changes communicated to sales with training.

## Effective Date
<date>
## Last Updated
<date>
## Approved By
- CRO: <signature>
- CFO: <signature>
- GC: <signature>
- Board (acknowledgement): <date>

See references/commercial-policy-charter.md for the full annotated charter with notes on each section's typical contentious issues.

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Discount and terms policy details

See references/discount-and-terms-policy.md for deeper guidance on:

• Discount-percentage policy by ACV bracket
• MFN clause design (when to allow, how to scope)
• Performance-based rebate structures
• Multi-year discount mechanics
• Payment-term flexibility and revenue-recognition implications
• Renewal pricing policy (escalators, holds, contraction)

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Contract and commercial guardrails

See references/contract-and-commercial-guardrails.md for deeper guidance on:

• Acceptable MSA modifications (a list-based, not case-by-case approach)
• Liability cap negotiation
• Termination rights design
• IP and joint-development clauses
• Customer audit rights
• Cross-jurisdictional terms (EU vs US vs APAC)

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Clarify First

Before generating the policy, confirm these inputs. If any is unknown or vague, ASK — do not assume:

• Company stage + ARR scale — drives whether a full charter is warranted and how tight thresholds should be
• Approver structure — who owns the policy and sits in the chain (CRO/CFO/GC, VP Sales, Director) (populates Owners/Approvers and every approval line)
• Region / jurisdiction — US / EU / APAC (changes payment norms, governing law, and triggers a regional overlay)
• Max discount + liability risk appetite — the discount ceiling and liability-cap tolerance (drives the Pricing and Legal policy sections)

Stop rule: ask only the 2-3 that most change the output. If the user says "just draft it," proceed and list your assumptions at the top of the policy.

End-to-end workflows

Workflow: Author commercial policy from scratch

1. Assemble policy committee — CRO + CFO + GC sponsors + Deal Desk Lead + Sales Operations
2. Inventory current deals — what terms have been offered? What's been ad-hoc?
3. Identify policy gaps — areas where ad-hoc behavior is hurting (concession drift, customer surprises)
4. Draft charter using template; one section per domain
5. Internal review — Sales VP, Eng VP, CISO, Customer Success VP, Finance for revenue recognition
6. Pilot with sales managers for 30 days — collect feedback
7. Final approval — CRO + CFO + GC sign-off; board awareness
8. Sales training — workshop + recorded session + quick-reference cards
9. Publish to sales wiki / partner portal / customer-facing communications team
10. Quarterly review thereafter

Workflow: Refresh existing policy (annual)

1. Pull deal data for past 12 months: discount distribution, terms deviations, approvals
2. Identify drift — what's the deviation rate by policy category?
3. Survey sales managers — what's working / what's blocking
4. Survey customers — what terms have been requested but declined?
5. Identify market shifts — competitive landscape, customer expectations
6. Draft amendments — specific policy changes with rationale
7. Approve with CRO + CFO + GC
8. Communicate changes to sales with training
9. Update charter + effective date

Workflow: Audit deal compliance

1. Export deals from CRM for the period
2. Run compliance checker — scripts/policy_compliance_checker.py --deals deals.csv --policy policy.yaml
3. Review non-compliant deals — investigate each: was the deviation approved? was it documented?
4. Categorize:
   • Compliant with approved deviation: OK
   • Non-compliant unapproved: investigate; corrective action
   • Compliant but suggests policy gap: amend policy
5. Report to policy committee; track corrective actions

Workflow: Generate region-specific policy

1. Identify region-specific requirements — currency, jurisdiction, payment norms, regulatory
2. Run scripts/commercial_policy_generator.py --base policy.yaml --region <region> to get base + regional overlay
3. Tailor further with local team (regional VP Sales, regional GC, regional CFO)
4. Approve through standard governance
5. Communicate to regional sales

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Anti-patterns

• Policy without enforcement. Written policy + ad-hoc execution = policy is theater.
• Policy that's never updated. Markets shift; competitive landscape changes; policy goes stale.
• Policy with no compliance audit. Without measurement, you can't tell if policy is followed.
• Policy too restrictive. When sales bypasses constantly, the policy is wrong; tighten or loosen.
• Policy too lax. When everyone "complies" but margin still erodes, policy doesn't constrain enough.
• Policy authored without sales input. Reps see it as imposed; comply minimally.
• Policy with no training. Reps don't know what they can offer; default to over-asking deal desk.
• Policy that's a contract appendix. Buried in legal docs; never read.
• Same policy across regions when market conditions differ substantially.
• Policy reviewed only after a customer complaint. Reactive only.

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Tooling outputs

Script	Input	Output
scripts/policy_compliance_checker.py	Deal CSV + policy YAML	Per-deal: compliant / non-compliant with policy violation listing; aggregate compliance metrics
scripts/terms_deviation_analyzer.py	Deal CSV	Deviation patterns: which terms most often deviate? from which standard? by what magnitude?
scripts/commercial_policy_generator.py	Base policy YAML + optional region overlay	Generated policy document (markdown), tailored to company stage, ICP, region

All scripts: stdlib only, argparse CLI, JSON or markdown output.

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References

• commercial-policy-charter.md — full annotated charter with notes on each section
• discount-and-terms-policy.md — discount, MFN, rebate, payment-terms policy depth
• contract-and-commercial-guardrails.md — MSA modifications, liability, termination, IP

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Related skills

• business-growth/deal-desk — operational enforcement of policy
• business-growth/pricing-strategy — sets prices that policy governs deviations from
• business-growth/contract-and-proposal-writer — drafts contracts respecting policy
• business-growth/channel-economics — channel deals subject to policy (with overlay for partners)
• business-growth/partnerships-architect — partnership terms subject to commercial-policy oversight
• c-level-advisor/cs-cro-advisor — CRO is co-owner of policy
• c-level-advisor/cs-cfo-advisor — CFO is co-owner of policy
• ra-qm-team/soc2-compliance-expert — policy compliance is audit-relevant evidence