Force Majeure

A contract is a promise that doesn't ask for reasons. If the document says the service will be up 99.9 percent of the month, liability attaches the moment that number is missed, and why it was missed is a separate question. Once explanations get you out of a promise, the promise stops being one.

The difficulty is that carrying this all the way produces outcomes nobody can absorb. Make a company pay full damages because an earthquake flattened the building its hardware sat in, and the party that did nothing wrong closes its doors. Go the other way and start weighing circumstances, and every incident turns into an argument about which circumstances count. So the exceptions got written down in advance, with relief available only for events on the list. The force majeure clause is where that list lives.

Pagedeck didn't open this clause until two years into its first enterprise contracts. A regional facility at the server provider it rented from went down, the service was unreachable for seven hours, and two enterprise customers asked for the credits written into their agreements. Grace assumed it qualified — nothing here was Pagedeck's fault — but the list in the contract named exactly three things: natural disaster, war, and government order. The reply from the customer's legal reviewer was one line: choosing that provider was Pagedeck's decision.

The contract lists the qualifying events in advance, and if one of them actually occurs and prevents performance, the party claiming it proves that and the affected obligation pauses for the duration. It isn't a switch that flips on its own — it's a shield you raise once you meet the conditions.

There are four conditions.

1. The event has to be on the list. Earthquakes, typhoons, war, epidemics, and government shutdown orders get named individually. Whether the list ends with a catch-all such as "and other causes beyond the reasonable control of the party" is the single most argued line. With it, events nobody thought to name are covered; without it, only the named ones are.
2. The event has to have prevented performance. Costs going up isn't enough. A currency swing that raises the price of imported hardware by 30 percent is a loss, but performance remains possible, so it doesn't qualify.
3. You have to notify the other side. A deadline is written alongside the list — commonly five or ten business days from the event — and contracts often say the clause is unavailable if that notice is missed, however obvious the cause.
4. The effect is suspension, not forgiveness. While the event lasts, the obligation and the penalties attached to it are paused; when it ends, they resume. Most contracts add that if the suspension runs past 30 or 60 days, either side may terminate.

Payment obligations are usually carved out of the list. An earthquake doesn't make last month's subscription fee go away. Leave that line out and the seller can end up unable to collect even for the period it served normally.

The clause comes up most often when an enterprise contract is being reviewed, and it is read as a pair with the service level agreement (SLA), the document that commits to a service standard in numbers. One side carries the figure of 99.9 percent a month and the other carries the cases where missing it is acceptable; read either alone and you can't tell what was actually promised.

The boundary gets tested constantly in products built on other people's services. Something assembled on top of a rented server and someone else's payment module can stop for reasons outside your reach — but choosing that vendor was your decision. Getting a vendor outage treated as force majeure requires the list to say so, and buyers generally want that sentence removed. A common compromise is a contractual obligation to keep a backup provider available.

Living through an epidemic changed the shape of these lists as well. Where "acts of God" once covered everything in one phrase, epidemics, quarantine measures, and trading restrictions now appear under their own names. In contracts with overseas customers, read the clause alongside governing law, which decides whose law the document is read under, since the same sentence covers a different range depending on the answer.

"Does this outage fall under force majeure? Start by checking whether cloud provider failures are on the list."

What counts isn't our judgment but the list in the contract, and that's the order to work in.

"The force majeure notice period is five business days and today is day four. Let's send it today."

Even a solid cause becomes unusable if notice is late, so handle that part first.

"Take the payment obligation out of this clause."

Relief for the period the service was down, but not for the money owed for the period it ran normally.

Pagedeck revised its standard contract after that incident. Grace took outside counsel, added epidemics, government orders, and large-scale network outages to the list, set notice at five business days, and moved payment obligations outside the clause. Server provider outages were handled not by adding them to the list but through limitation of liability, the clause that sets a ceiling on damages. Naming the ceiling met less resistance in negotiation than pushing through an item that rarely gets accepted.

The decision moved the sales calendar too. These three clauses are what the counterparty's legal review spends the longest on when Sofia works an enterprise deal, so having standard language ready cuts about two weeks out of review.

The most common misreading is that anything unforeseen qualifies. The name points at forces beyond control, which makes the leap easy. But the test is not whether you were surprised — it's whether the event is on the list and outside your control. A key engineer resigning without warning is unforeseen, yet staffing sits inside the company's own domain; a spike in raw material prices is a loss but doesn't block performance. Carry this belief into an incident and the notice window slips by, taking with it causes that would have been accepted.

The second is assuming that force majeure ends the contract. Relief from liability sounds like the relationship being wound up. In fact the clock merely stops, and when the event passes the remaining obligations continue as before. Ending the agreement requires the termination clause to say how long a suspension has to run and who may then walk away. Without that link, the contract stays alive through months of suspension and both sides sit tied to something neither can act on.