Colorado's 2027 SaaS exemption is decided contract by contract.
Triage your Colorado customers, keep the evidence, and send the hard ones to review.
Triage + evidence dossier + review queue. Not a tax determination — the final call stays with you and your tax advisor.
Joining is not an order. Nothing is charged. About 60 seconds.
- Written agreement names the customerMSA p.1
- Signed by both parties — not click-throughMSA p.14
- Signed on or before first accessMar 2 → Mar 9
- Bargaining signals: custom price, seat cap, own SLA schedule, 2 signed amendments4 found
- Differences vs. your standard template11 clauses
The problem
Same product. Two customers. Two different paper trails.
From January 1, 2027, Colorado's guidance treats software as taxable unless, among other things, it's governed by a negotiated license agreement: written, individually bargained, and signed by both parties before or at the time of access. Click-through or account-creation acceptance doesn't qualify.
That makes it a per-customer question. Your enterprise account on a redlined MSA and your self-serve account on website terms can sit on very different evidence — and a tax engine set up by product can't see the contract.
The final rule isn't out yet. Whatever you and your advisor decide, you'll want the evidence organised and dated.
What you get
Three outputs. Every customer lands in one.
No negotiated agreement on file
Click-through, website terms or account-creation acceptance only. Listed with the evidence that put it there, so nothing gets silently dropped.
The grey zone, flagged — not guessed
Signed copies of your standard form, missing signature pages, 2027 renewals, home-rule cities. Each one routed to a person with the reason and what to request.
Strong evidence, packaged
Both signatures, timing, bargaining signals and template differences collected into one exportable dossier — a candidate for your advisor to review, not a verdict.
Proof rule If either party's signature isn't visible, it goes to review.
How it works · planned
From customer list to advisor-ready file.
- Bring your customer listAn export of customers with billing and ship-to addresses. Colorado customers are filtered out first.
- Match each customer to its agreementSigned agreements, order forms and amendments, matched customer by customer.
- Run the objective checksWritten and naming the customer · signed by both parties · signed no later than first access.
- Surface bargaining signalsPrice, seats, term, SLA, liability caps, amendments — and every difference from your own standard template, cited by page.
- Export the queue and dossiersPDF and CSV for your advisor, your auditor, or your own files.
Designed to work with exports from your billing, CRM and e-signature tools (planned).
Fictional sample
What the review queue looks like
Invented companies and data, for illustration only.
| Customer | Output |
|---|---|
| Northwind Analyticse-signed MSA + Order Form 3 | Exempt-candidate (with dossier) |
| Brightline Healthe-signed vendor MSA | Needs review |
| Quarry LabsOrder form + addendum | Needs review |
| Hollis & RoweCRM deal · Denver | Needs review |
| Kestrel StudioOnline checkout | Taxable by default |
Built for
Finance teams with a contract mix
- US SaaS sellers with Colorado customers
- Selling on both signed contracts and self-serve terms
- Controllers, RevOps and tax ops who'll be asked “where's the evidence?”
- Teams that want a dated file before January, not a scramble after
What it isn't
Clear lines, on purpose
- Not a tax engine or calculator
- Not tax or legal advice
- Doesn't decide whether a sale is taxable or exempt
- Doesn't file returns or change settings in your tax engine
Colorado FAQ
The dated facts
Last checked: Oct 30, 2026
What does Colorado's guidance say right now?
As of October 30, 2026: Colorado's Department of Revenue guidance Sales & Use Tax Topics: Computer Software (revised October 2026) says software is taxable from January 1, 2027, and describes a negotiated license agreement as a written agreement, individually bargained, signed in writing by both parties before or at the time of access. Click-through or account-creation acceptance does not qualify. Read the guidance (PDF).
Is the rule final?
No. The Department is still writing the final rule (House Bill 26-1223). Factors may change. We will update this page with the date of any change. Department page.
What about Denver, Boulder and other home-rule cities?
State guidance does not cover home-rule cities (e.g., Denver, Boulder), which administer their own sales tax.
Can I just mark negotiated customers as exempt in my tax engine?
Marking a customer exempt in a tax engine may also remove local tax. Check local rules before you flag anyone.
Will Clausetrail tell me which customers are exempt?
No. Not tax or legal advice. We don't decide whether a sale is taxable or exempt. Clausetrail organises the evidence and routes each customer to one of three outputs so you and your advisor can make the call.
What does it cost?
The waitlist is free. We're considering a one-off pilot for early teams; if we open pilots, we'll send terms first. Nothing is charged by joining.
Do I upload contracts here?
No. This page only collects your email and a few multiple-choice answers. No contracts, customer names or amounts.
Early access
Get on the list before January.
Seven multiple-choice questions so early access fits how you bill and sign. No contracts, no customer names.