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SaaS terms and conditions (basic)

This is a short-form SaaS terms and conditions, with support and maintenance provisions.

The document sets out the basis upon which a customer may use a hosted software system. Rights of usage are expressed both positively, stating what the customer is permitted do do, and negatively, with a list of limitations and prohibitions. Usage may optionally be governed by a distinct acceptable use policy (set out as a schedule to this document).

The maintenance and support provisions in the T&Cs are comparatively short and simple: unlike in the standard and premium versions of this document, there are no SLAs setting out the details of how support and maintenance will be provided.

Standard confidentiality are included. This document also includes provisions designed to help both parties to comply with the General Data Protection Regulation (GDPR), which is in force from 25 May 2018.

The document has been designed for B2B (rather than B2C) SaaS arrangements.

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SaaS terms and conditions (basic) contents

Services Order Form

  1. Definitions: definitions.
  2. Term: commencement of term; end of term (indefinite); each services order form creates distinct contract.
  3. Hosted Services: creation of hosted services account (no set-up or acceptance); grant of licence to use hosted services; limitations on use of hosted services (short-form); prohibitions on the use of the hosted services; prevention of unauthorised access to hosted services; availability of hosted services; FAOD exceptions to hosted services availability; hosted services acceptable use policy; no damaging use of hosted services; no unlawful use of hosted services; no access to platform code; suspension of hosted services.
  4. Maintenance Services: maintenance services provision; notice of scheduled maintenance to hosted services; notice of SaaS upgrades; notice of SaaS updates; standard of maintenance services; suspension of maintenance services.
  5. Support Services: support services provision; helpdesk obligation; standard of support services; purpose of support services helpdesk; support services responses to be prompt; suspension of support services.
  6. Customer
    Data:
    licence of second party data (hosted services); warranties relating to second party data; back-up of second party data; restoration of second party data.
  7. Mobile App: mobile App governed by separate terms.
  8. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  11. Provider
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party confidentiality obligations after termination.
  12. Data protection: warranty of
    Customer
    's right to disclose personal data (GDPR); categories of data subject whose personal data is processed by 
    the Provider
     (GDPR); types of personal data processed by
    Provider
    (GDPR); personal data processed for specified purposes; duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on 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);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR);
    Provider
     to provide information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  13. 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; second party warranty of authority; exclusion of implied warranties and representations.
  14. 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.
  15. 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.
  16. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  17. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  18. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  19. Notices: methods and deemed receipt of contractual notices; first party contact details for contractual notices; substitute contact details for notices.
  20. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
  21. General: no waiver; severability; variation written and signed; assymetric assignment of contractual rights; no third party rights; entire agreement (with services order form); governing law; exclusive jurisdiction.
  22. 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 acceptable use 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 in user content; 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.
  9. Gambling: no gambling-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 (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.
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