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SaaS agreement (basic)

This short-form agreement has been designed for use in relation to the provision of a business-to-business software service. The core provisions of the agreement are very similar to those in our standard and premium SaaS agreements, but this document lacks many of the optional and extended clauses in those agreements.

The document would usually be signed by each party. If you are looking for a template that can be used in connection with an online sign-up procedure, you should consider our standard SaaS T&Cs document.

The core substantive provisions in the document deal with the software services themselves. The service provider grants to the customer a licence to use the hosted services. That licence may be restricted to use by some particular means (eg via a web browser) and/or use for some particular purpose (eg the internal business purposes of the customer). A set of optional licence limitations covering who may use the services, together with a standard set of licence prohibitions, are also included.

This agreement incorporates clauses designed to help with General Data Protection Regulation (GDPR) compliance.

Clause covering account access security and acceptable use supplement the licensing provisions. An optional acceptable use policy is included as a schedule to the agreement.

Unlike in our longer SaaS documents, this template does not include specific SLAs dealing with availability, maintenance and support. Instead, summary provisions setting out the service providers basic obligations in these regards are included.

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SaaS agreement (basic) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  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; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  22. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Hosted Services particulars)

  1. Specification of Hosted Services: specification of hosted services prompt.
  2. Financial provisions: financial provisions prompt.
  3. Contractual notices: prompt for second party contractual notice address details.

Schedule 2 (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 3 (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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