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Free SaaS agreement

This is a short-form agreement covering the B2B provision of software-as-a-service. It also includes provisions relating to support and maintenance services. An acceptable use policy is included with this document as a schedule.

This agreement is not suitable for use where the parties will contract online. If you are looking for a document to form part of an online checkout process, see our SaaS T&Cs documents.

As with our other free documents, this one includes a credit for SEQ Legal. If you would like to use the document without a credit, you should purchase access to our basic SaaS agreement.

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Free SaaS agreement contents

  1. Definitions: definitions.
  2. Credit: docular credit; free documents licensing warning.
  3. Term: commencement of term; end of term.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Mobile App: mobile App governed by separate terms.
  9. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  11. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  20. Notices: methods and deemed receipt of contractual notices; first party contact details for contractual notices; substitute contact details for notices.
  21. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
  22. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  23. 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; 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 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.