SaaS contracts

Which SaaS contract?

There are six different software as a service (SaaS) contracts supplied via this website. Three SaaS agreements and three SaaS terms and conditions documents, with each style of document coming in basic, 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.

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.

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.