| name | commercial-policy |
| description | Commercial policy: the governance framework defining what terms sales can offer and what triggers approval. Use when authoring a policy charter, defining discount/payment/liability rules, auditing deals, or generating a regional policy.
|
| license | MIT + Commons Clause |
| metadata | {"version":"1.0.0","author":"borghei","category":"commercial","domain":"business-growth","updated":"2026-05-27T00:00:00.000Z","tags":["commercial-policy","governance","contract-policy","pricing-policy","sales-governance","deal-policy","gtm"]} |
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
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 |
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
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
< 12 months: requires Director approval
24-36 months: Director approval
> 36 months: VP Sales approval
Multi-year discounts: per discount matrix
Standard: Net 30, annual prepay
Net 45-60: Director approval
Net 90+: CFO approval
Custom milestone-based: CFO approval; revenue recognition impact reviewed
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
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
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
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
Standard mutual indemnification per template
Customer-favorable indemnification: GC approval
Defense / settlement control: vendor by default; customer-controlled needs CEO
Standard: vendor's jurisdiction
Customer jurisdiction: GC approval
Arbitration vs litigation: per template; deviations need GC
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
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
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)
Not standard; available only with CTO + GC approval
Premium pricing required
Standard: requested but not required
Discounted deals (> 15%): case study or reference required as condition
Strategic logos: explicit case study + press release commitment
Per Partner Agreement; discount per tier
Deal registration governs conflict
Direct rep authority same as direct deals on partner-led opportunities
Payment-on-acceptance / acceptance criteria: CFO + GC approval
Milestone payments: CFO approval
≤ 3 months: Sales Manager
3-12 months: Director
> 12 months: VP Sales
Not standard; available only with CTO + GC approval
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
This policy is reviewed annually by CRO + CFO + GC.
Material changes communicated to sales with training.
CRO:
CFO:
GC:
Board (acknowledgement):
See references/commercial-policy-charter.md for the full annotated charter with notes on each section's typical contentious issues.
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)
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)
Clarify First
Before generating the policy, confirm these inputs. If any is unknown or vague, ASK — do not assume:
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
- Assemble policy committee — CRO + CFO + GC sponsors + Deal Desk Lead + Sales Operations
- Inventory current deals — what terms have been offered? What's been ad-hoc?
- Identify policy gaps — areas where ad-hoc behavior is hurting (concession drift, customer surprises)
- Draft charter using template; one section per domain
- Internal review — Sales VP, Eng VP, CISO, Customer Success VP, Finance for revenue recognition
- Pilot with sales managers for 30 days — collect feedback
- Final approval — CRO + CFO + GC sign-off; board awareness
- Sales training — workshop + recorded session + quick-reference cards
- Publish to sales wiki / partner portal / customer-facing communications team
- Quarterly review thereafter
Workflow: Refresh existing policy (annual)
- Pull deal data for past 12 months: discount distribution, terms deviations, approvals
- Identify drift — what's the deviation rate by policy category?
- Survey sales managers — what's working / what's blocking
- Survey customers — what terms have been requested but declined?
- Identify market shifts — competitive landscape, customer expectations
- Draft amendments — specific policy changes with rationale
- Approve with CRO + CFO + GC
- Communicate changes to sales with training
- Update charter + effective date
Workflow: Audit deal compliance
- Export deals from CRM for the period
- Run compliance checker —
scripts/policy_compliance_checker.py --deals deals.csv --policy policy.yaml
- Review non-compliant deals — investigate each: was the deviation approved? was it documented?
- Categorize:
- Compliant with approved deviation: OK
- Non-compliant unapproved: investigate; corrective action
- Compliant but suggests policy gap: amend policy
- Report to policy committee; track corrective actions
Workflow: Generate region-specific policy
- Identify region-specific requirements — currency, jurisdiction, payment norms, regulatory
- Run
scripts/commercial_policy_generator.py --base policy.yaml --region <region> to get base + regional overlay
- Tailor further with local team (regional VP Sales, regional GC, regional CFO)
- Approve through standard governance
- Communicate to regional sales
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.
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.
References
Related skills
business-growth/deal-desk — operational enforcement of policybusiness-growth/pricing-strategy — sets prices that policy governs deviations frombusiness-growth/contract-and-proposal-writer — drafts contracts respecting policybusiness-growth/channel-economics — channel deals subject to policy (with overlay for partners)business-growth/partnerships-architect — partnership terms subject to commercial-policy oversightc-level-advisor/cs-cro-advisor — CRO is co-owner of policyc-level-advisor/cs-cfo-advisor — CFO is co-owner of policyra-qm-team/soc2-compliance-expert — policy compliance is audit-relevant evidence
