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SaaS agreement

Price:  £45.00(Inc. 20% VAT)(£37.50 Exc. VAT)
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Our widely-used software-as-a-service agreement template, available in three versions: short-form, standard-form and long-form.


This SaaS (software-as-a-service) agreement template has been designed to govern the legal relationship between a provider of SaaS and its customers. The substantive clauses of this document are very similar to those in our SaaS terms and conditions. The key difference is one of form: this document is intended negotiated by and signed by the parties, whereas the SaaS terms and conditions may form part of a non-negotiable online sign-up procedure.

The template comes in three forms: basic, standard and premium.

Basic – This version contains the core provisions that you would expect to find in any SaaS agreement. It is relatively short and therefore easy to work with, but excludes most of the optional clauses in the standard and premium versions.

Standard – This version represents comprise between the sophistication and flexibility of the long-form premium agreement, and the ease-of-use of the short-form basic agreement. Provisions added to the basic agreement in this version include:

  1. clauses covering set-up services;
  2. dedicated service level schedules for service availability, maintenance and support services;
  3. a customer assistance clause;
  4. more detailed data protection provisions;
  5. indemnities protecting one or both parties; and
  6. enhanced termination clauses.

Premium – Sophisticated and highly flexible, this template can be adapted for use in relation to a very wide range of different types of SaaS offering. Additional clauses to those in the standard agreement include:

  1. a formal user acceptance procedure;
  2. a change control mechanism;
  3. clauses covering expenses and timesheets;
  4. a clause protecting the confidential information of the service provider;
  5. provision for customisations to the software made at the behest of the customer;
  6. dedicated party representatives and project management clauses;
  7. more detailed notices provisions; and
  8. a clause restricting the poaching of personnel.

SaaS agreement (basic) contents:

  1. Definitions
  2. Term
  3. Hosted Services
  4. Maintenance Services
  5. Support Services
  6. Customer Data
  7. Mobile App
  8. No assignment of Intellectual Property Rights
  9. Charges
  10. Payments
  11. Provider's confidentiality obligations
  12. Data protection
  13. Warranties
  14. Acknowledgements and warranty limitations
  15. Limitations and exclusions of liability
  16. Force Majeure Event
  17. Termination
  18. Effects of termination
  19. Notices
  20. Subcontracting
  21. General
  22. Interpretation

Schedule 1 - Hosted services particulars
Schedule 2 - Acceptable use policy

SaaS agreement (standard) contents:

  1. Definitions
  2. Term
  3. Set Up Services
  4. Hosted Services
  5. Maintenance Services
  6. Support Services
  7. Customer obligations
  8. Customer Data
  9. Mobile App
  10. No assignment of Intellectual Property Rights
  11. Charges
  12. Payments
  13. Provider's confidentiality obligations
  14. Data protection
  15. Warranties
  16. Acknowledgements and warranty limitations
  17. Indemnities
  18. Limitations and exclusions of liability
  19. Force Majeure Event
  20. Termination
  21. Effects of termination
  22. Notices
  23. Subcontracting
  24. Assignment
  25. No waivers
  26. Severability
  27. Third party rights
  28. Variation
  29. Entire agreement
  30. Law and jurisdiction
  31. Interpretation

Schedule 1 - Hosted services particulars
Schedule 2 - Acceptable use policy
Schedule 3 - Availability SLA
Schedule 4 - Maintenance SLA
Schedule 5 - Support SLA

SaaS agreement (premium) contents:

  1. Definitions
  2. Term
  3. Set Up Services
  4. Acceptance procedure
  5. Hosted Services
  6. Customisations
  7. Maintenance Services
  8. Support Services
  9. Customer obligations
  10. Customer Systems
  11. Customer Data
  12. Mobile App
  13. No assignment of Intellectual Property Rights
  14. Representatives
  15. Management
  16. Change control
  17. Charges
  18. Expenses
  19. Timesheets
  20. Payments
  21. Provider's confidentiality obligations
  22. Customer's confidentiality obligations
  23. Publicity
  24. Data protection
  25. Warranties
  26. Acknowledgements and warranty limitations
  27. Indemnities
  28. Limitations and exclusions of liability
  29. Force Majeure Event
  30. Termination
  31. Effects of termination
  32. Non-solicitation of personnel
  33. Notices
  34. Subcontracting
  35. Assignment
  36. No waivers
  37. Severability
  38. Third party rights
  39. Variation
  40. Entire agreement
  41. Law and jurisdiction
  42. Interpretation

Schedule 1 - Hosted services particulars
Schedule 2 - Acceptable use policy
Schedule 3 - Availability SLA
Schedule 4 - Maintenance SLA
Schedule 5 - Support SLA

 

 

 

Basic document statistics

  • Total words: 11507
  • Total characters: 74368
  • Document pages (approx.): 21
  • Guidance notes pages (approx.): 21
  • Total pages (approx., including cover): 43

Standard document statistics

  • Total words: 15457
  • Total characters: 100688
  • Document pages (approx.): 29
  • Guidance notes pages (approx.): 29
  • Total pages (approx., including cover): 59

Premium document statistics

  • Total words: 19495
  • Total characters: 127188
  • Document pages (approx.): 37
  • Guidance notes pages (approx.): 37
  • Total pages (approx., including cover): 75

How does the SaaS agreement deal with the misuse of the application?

A relatively detailed acceptable use policy is included with all versions of the SaaS agreement. This includes a general prohibition the use of the service in a way which is illegal or fraudulent or harmful. In addition, there are specific prohibitions relating to particular types of problem (e.g. copyright infringement). Broader optional provisions cover misuse which does not itself break the law or infringe any person's legal rights, such as breaches of internet etiquette.

How do these SaaS agreements differ from a standard software licence agreement?

Software as a service agreements are quite different from traditional software licence agreements. Because the customer does not get access to the software code (source or object), then the licensing tends to be simpler, and there is no need for delivery obligations on the part of the vendor. In addition, because the vendor retains control of the software platform, then there is less need for provisions concerning the enforcement of the licence (such as audit provisions). On the other hand, because the vendor will be hosting the customer's data, the vendor will usually expect warranties that that data will not cause any legal difficulties for the vendor.

Why are there separate service level schedules?

Detailed service level agreements (SLAs) like those in the premium and standard documents may be required to support a SaaS arrangement. For example, where the services being provided are business-critical, the customer will want to ensure that the platform remains available (perhaps via uptime guarantees), that the vendor does not apply upgrades that impair the functionality needed by the customer, and that the vendor's back-up procedures are sufficiently robust that, should there be a significant incident, the platform will be quickly operational again.

Can the way in which the customer is permitted to use the platform be restricted so that, for example, the customer is allowed to use the platform for purpose X but not for purpose Y?

Yes. The grant of a right to use the service includes some suggested text " ... a licence to use the Hosted Services ... for the internal business purposes of the Customer".

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