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.Ask about this document
Free SaaS agreement contents
- Definitions: definitions.
- Credit: docular credit; free documents licensing warning.
- Term: commencement of term; end of term.
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. 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. 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.
- CustomerData: licence of second party data (hosted services); warranties relating to second party data; back-up of second party data; restoration of second party data.
Mobile App: mobile App governed by separate terms.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- 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.
- Data protection: compliance with data protection laws; warranty of Customer's right to disclose personal data (GDPR); details of personal data processed bythe Provider(GDPR); purposes of processing of personal data bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- 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.
- 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.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
- Notices: methods and deemed receipt of contractual notices; first party contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations; subcontracting of hosting.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
Schedule 1 (
- Specification of
Hosted Services: specification of hosted services prompt.
- Financial provisions: financial provisions prompt.
- Contractual notices: prompt for second party contractual notice address details.
Schedule 2 (Acceptable Use Policy)
- 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.
- General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
- Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
- Factual accuracy: content must be truthful; content must not risk defamation.
- Negligent advice: no professional advice in user content; no negligent advice in user content.
- 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.
- 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.
- Regulated businesses: no gambling-related activities; no pharmaceutical activities; no weapon-related activities.
- Monitoring: acknowledgement relating to monitoring.
- Data mining: no data mining.
- Hyperlinks: no hyperlinks to prohibited content.
- Harmful software: no harmful software; no risky software.
Schedule 3 (Data processing information)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.