SaaS terms and conditions (premium)

SaaS terms and conditions (premium) contents

Services Order Form

1. Definitions: definitions.
2. Term: commencement of term; end of term (indefinite); each services order form creates distinct contract.
3. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon
   Customer
   delays; hosted services set up and intellectual property rights.
4. Acceptance procedure: obligation to carry our acceptance tests; assistance with acceptance tests; notification of results of hosted services acceptance tests; hosted services deemed to pass acceptance tests; information upon notice of failure of hosted services to pass acceptance tests; consequences of hosted services acceptance test failure; number of acceptance testing rounds; consequences of acceptance of hosted services.
5. Hosted Services: provision of hosted services access credentials (acceptance procedure option); grant of licence to use hosted services; limitations on use of hosted services; prohibitions on the use of the hosted services; security of access credentials; availability of hosted services and SLA; hosted services acceptable use policy; no damaging use of hosted services; no excessive use of the hosted services; no unlawful use of hosted services; no access to platform code.
6. Service Data: licence to use service data (business purposes); prohibitions on use of service data (hosted services); security of service data; service data contains AI output data; limitation of liability for AI output data.
7. Customisations: agreement of parties to customisation (with SoF); rights in customisations owned by first party; rights to use customisations; use of customisations by others.
8. Scheduled maintenance: right to suspend hosted services for scheduled maintenance; notice of scheduled maintenance to hosted services; times for provision of scheduled maintenance; maximum aggregate time for scheduled maintenance of hosted services.
9. Maintenance Services: maintenance services provision; standard of maintenance services; maintenance services in accordance with SLA; suspension of maintenance services.
10. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services.
11. Customer
    obligations: general second party obligations; access to computer systems.
12. Customer
    Systems: compliance of second party computer systems.
13. Customer
    Data: licence of
    Customer
    data; licence of
    Customer
    data for AI purposes; licence of 
    Customer
     data for aggregation purposes; warranties relating to
    Customer
    data; back-up of second party data; restoration of
    Customer
    data.
14. Integrations with Third Party Services: integration of third party services; right to integrate third party services; activation of third party services integration; right to remove third party services integrations;
    Provider
     not responsible for supplying third party services;
    Customer
     responsibilities in relation to third party services; charges relating to third party services; no warranties or liability in relation to third party services.
15. Mobile App: mobile App governed by separate terms.
16. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
17. Representatives: instructions given by first party representatives; instructions given by second party representatives.
18. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
19. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
20. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
21. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
22. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
23. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
24. Confidentiality obligations:
    Provider
    confidentiality undertaking;
    Customer
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
25. Publicity: limited public disclosures; limited public disclosures by 
    Provider
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
26. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
27. Warranties: first party general warranties; hosted services general warranties; warranty of legality of hosted services; hosted services intellectual property infringement warranty; breach of hosted services infringement warranty;
    Customer
    warranty of authority; exclusion of implied warranties and representations.
28. Acknowledgements and warranty limitations: hosted services not error free; hosted services not entirely secure; hosted services compatibility limitation; no legal etc advice with hosted services.
29. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
30. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software (subject to back-up obligations); no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
31. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
32. Termination: termination without cause (optionally asymmetric, initial term and renewal term); termination by either party without cause (initial term and renewal term); termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
33. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
34. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
35. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Provider
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Provider
     to comply with 
    Customer
     anti-corruption policy;
    Provider
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
36. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Provider
     anti-slavery obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-slavery policy;
    Provider
     to maintain anti-slavery policies; breach of section constitutes material breach.
37. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Provider
     anti-tax evasion obligations for associated persons;
    Provider
     to comply with 
    Customer
     anti-tax evasion policy;
    Provider
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
38. Notices: section applies to all contractual notices; contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
39. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
40. Assignment: assignment by first party; assignment by second party.
41. No waivers: no unwritten waivers of breach; no continuing waiver.
42. Severability: severability of whole; severability of parts.
43. Third party rights: third party rights: benefit; third party rights: exercise of rights.
44. Variation: variation in writing and signed, subject to change control.
45. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
46. Law and jurisdiction: governing law; jurisdiction.
47. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Acceptable Use Policy)

1. Introduction: definitions for acceptable use policy; parties to policy; agreement to policy by using services; express agreement to policy; services user minimum age under policy.
2. General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
3. Unlawful Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
4. Graphic material: age suitability of user content; no violence, self-harm or suicide depicted in user content; no encouragement of violence, self-harm or suicide; no pornographic user content.
5. Factual accuracy: content must be truthful; content must not risk defamation.
6. Negligent advice: no professional advice in user content; no negligent advice in user content.
7. Etiquette: content appropriate etc; no offensive content; no annoying content; no hostile communications; no deliberate offense; no content flooding; no duplicate content; categorisation of content; appropriate content titles; courtesy to service users.
8. Marketing and spam: prohibition on marketing activities; no spam in user content; sending spam using email addresses; no promotion of marketing schemes; avoidance of IP blacklisting.
9. Regulated businesses: no gambling-related activities; no pharmaceutical activities; no weapon-related activities.
10. Monitoring: acknowledgement relating to monitoring.
11. Data mining: no data mining.
12. Hyperlinks: no hyperlinks to prohibited content.
13. Harmful software: no harmful software; no risky software.

Schedule 2 (Availability SLA)

1. Introduction to availability SLA: purpose of hosted services availability SLA; informal definition of uptime.
2. Availability: uptime commitment; measurement of uptime; reporting of uptime measurements.
3. Service credits: earning service credits; amount of service credits; application of service credits; service credits are sole remedy; service credits upon termination.
4. Exceptions: list of exceptions to availability commitment.

Schedule 3 (Maintenance SLA)

1. Introduction: introduction to maintenance SLA.
2. Scheduled Maintenance Services: notice of scheduled maintenance to hosted services; times for provision of maintenance services.
3. Updates: notice of SaaS updates; application of platform updates.
4. Upgrades: obligation to release upgrades; notice of SaaS upgrades; application of SaaS upgrades.

Schedule 4 (Support SLA)

1. Introduction: introduction to support SLA.
2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
3. Response and resolution: hosted services support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
4. Provision of Support Services: support services to be provided remotely.
5. Limitations on Support Services: excessive use of hosted services support; support services training and misuse limitations.

Schedule 5 (Form of CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

Schedule 6 (Data processing information)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.