Which SaaS Contract?

We are experts in the preparation of terms and conditions for cloud services.

There are four different software as a service (SaaS) contracts supplied via this website. Two SaaS agreements and two SaaS terms and conditions documents, with each style of document coming in both standard and premium versions.

What is the difference between the agreements and the T&Cs?

The SaaS agreements should be used where the parties will physically sign the document, and where the parties may negotiate the terms of the document.

The SaaS terms and conditions should be used where the parties will accept the contract by signing some other document (e.g. a proposal or quotation) or by indicating consent in an online sign-up procedure, and where one party (usually the service provider) will be imposing its standard terms upon the other party.

What's the difference between the standard and the premium templates?

In each case, the premium document is an extended version of the standard document. The differences are as follows.

• First, the premium documents include provisions covering the licensing of any special application that the client may need to use to access the hosted services.
• Second, the premium documents include a detailed procedure governing changes to the service or agreement.
• Third, while there are unilateral non disclosure provisions protecting the information of the customer in the standard documents, the premium documents include reciprocal provisions that may protect the information of the service provider as well.
• Fourth, the premium documents take account of the possibility that the service provider may create customisations for the customer, which may - but need not - be incorporated into the platform for other customers to use.
• Fifth, the premium documents include procedures for the management of the SaaS contract.

Key Clauses of SaaS Contracts

The Platform

This section of the SaaS contracts provides that the customer shall be granted access to the SaaS platform, and specifies the terms upon which the platform may be used. Use may, for instance, be limited to named individuals, and/or to a certain number of concurrent users, and/or to persons conforming with a specific description (e.g. employees of the customer). In any case, the use of the platform must accord with the acceptable use policy set out in the schedule to the contract.

Certain express prohibitions are suggested in the templates. These might include a prohibition on allowing others to access the platform, framing or re-publishing content from the platform, or making unauthorised changes to the platform.

The contracts make it clear that the access is provided as a service only, and that the customer will have no right to a copy of the platform in either object or source code format.

The Application

A standard web browser can be used to access most, but not all, SaaS applications. The premium SaaS contracts include an optional provision that can be used to govern the licensing and use of any discrete software application that the customer may (or must) use to access the service.

Support Services and Upgrades

Most SaaS contracts include some level of support services, and one of the big advantages of a standardised hosted service, as compared with a traditional software supply arrangement, is that upgrades can be rolled-out across a customer base with relative ease.

The details of the support services are set out in a service level agreement, supplied as a schedule to the main contract. This covers helpdesk provisions, bug fixing, upgrades, uptime commitments, back-ups and similar matters.

Customisations

Although SaaS providers often aim to have all customers on the same version of the software, customers very often ask (or demand) customisations to suit their businesses. The premium SaaS contracts include a flexible customisations clause, that covers the agreement of work orders, the licensing of the customisation, the ownership of IPR in the customisation, the right of the service provider to supply the customisation to its other customers, and more.

About these contracts

All of these contracts have been drafted by and are maintained by SEQ Legal.

We have extensive experience in the preparation of cloud-related computer contracts, including both B2B and B2C SaaS contracts, platform-as-a-service and data-as-a-service agreements, EULAs and user agreements, SLAs, reseller agreements and much more.

If you need assistance selecting a template, or would like a quote for a bespoke document, please get in touch.