Sample Software as a Service Agreement

1
DATE: [date]
PARTIES:
(1) [COMPANY NAME], a company incorporated in [England and Wales]
(registration number [number]) having its registered office at [address] (the
Provider) and
(!) [COMPANY NAME], a company incorporated in [England and Wales]
(registration number [number]) having its registered office at [address] (the
Customer)"
BACKR!"#D:
"""
AREE$E#T:
%& Definitions and interpretation
1"1 #n this $greement%
"""
&Customer $aterials& all 'or(s and materials%
(a) uploaded to, stored on, processed using or transmitted via the )latform by
or on behalf of the *ustomer or by any person or application or automated
system using the *ustomer+s account and
[(b) other'ise provided by the *ustomer to the )rovider in connection 'ith this
$greement]
[Defect means a defect, error or bug having [an , a materially] adverse effect
on the appearance, operation or functionality of the )latform[, but e-cluding any
defect, error or bug caused by or arising as a result of%
(a) an act or omission of the *ustomer, or an act or omission of one of the
*ustomer+s employees, officers, agents, suppliers or sub.contractors or
(b) an incompatibility bet'een the )latform and any other system, application,
program or soft'are not specified as compatible in /chedule [1]]]
!
&Documentation& means the documentation produced by the )rovider and
[supplied , made available on the )latform] to the *ustomer specifying ho' the
1 0his standard /oft'are as a /ervice (/aa/) $greement template is designed for use by /aa/ vendors and
their business customers"
/aa/ refers to the ma(ing available of soft'are.based services (collecting, processing, manipulating,
transmitting and storing data) to customers by means of a soft'are application or applications hosted
remotely by or on behalf of the service provider" /aas ta(es a very 'ide variety of forms"
0he template is fle-ible, and may be adapted to favour the interest of one party, or to balance the t'o
parties+ interests"
! /ee *lause 1"!(c) for the potential use of this definition"
)latform should be used
"""
[$inimum Term means the period specified as such in /chedule [1]]
Personal Data has the meaning given to it in the 2ata )rotection $ct 1331
&Permitted Purpose& means [define the purpose(s) for which the Platform may
be used]
Platform means the soft'are platform (no'n as [name] that is o'ned and
operated by the )rovider, and that 'ill be made available to the *lient as a
service via [the internet] under this $greement
"""
&Support Services& means support and maintenance services provided or to be
provided by the )rovider to the *ustomer in accordance 'ith /chedule [!]
Term means the term of this $greement and
"pgrades means ne' versions of, and updates to, the )latform, 'hether for
the purpose of fi-ing an error, bug or other issue in the )latform or enhancing the
functionality of the )latform"
"""
'& Term
"""
(& T)e Platform
[4"1 0he )rovider 'ill ma(e available the )latform to the *ustomer by [setting up an
account for the *ustomer on the )latform, and providing to the *ustomer login
details for that account] [as soon as practicable , 'ithin [4] 5usiness 2ays]
follo'ing the Effective 2ate"
67
4"1 0he )latform 'ill automatically generate an account for the *ustomer promptly
follo'ing the Effective 2ate, enabling the *ustomer to access the )latform"]
4"! /ub8ect to the limitations set out in *lause [4"4] and the prohibitions set out in
*lause [4"9], the )rovider hereby grants to the *ustomer a non.e-clusive licence
to use the )latform for the )ermitted )urpose [via any standard 'eb bro'ser , via
[other means]] in accordance 'ith the 2ocumentation during the 0erm"
4"4 0he licence granted by the )rovider to the *ustomer under *lause [4"!] is sub8ect
to the follo'ing limitations%
[(a) the )latform may only be used by the named users identified in /chedule
[1], providing that the *ustomer may change, add or remove a designated
named user in accordance 'ith the procedure set out therein]
"""
[(e) [other limitations]"]
"""
4"3 0he *ustomer must not use the )latform%
(a) in any 'ay that is unla'ful, illegal, fraudulent or harmful or
(b) in connection 'ith any unla'ful, illegal, fraudulent or harmful purpose or
activity"
*& Support Services and "pgrades
"""
[9"! 0he )rovider may sub.contract the provision of any of the /upport /ervices
'ithout obtaining the consent of the *ustomer"
67
"""
+& Customer $aterials
"""
[,& Trial period
0he first [number] [days , 'ee(s , months] of the 0erm shall be a trial period,
during 'hich all of the provisions of this $greement shall apply, save as follo's%
(a) the *ustomer shall have no obligation to pay [the *harges]
4
in respect of
the trial period
(b) either party may terminate the $greement immediately by giving 'ritten
notice to the other party at any time before the end of the trial period (in
'hich case no liability to pay [any *harges] [in respect of )latform access
or /upport /ervices] 'ill arise) and
(c) [other trial period conditions]"]
-& C)arges
"""
.& /arranties
1"1 0he *ustomer 'arrants [and represents] to the )rovider that it has the legal right
and authority to enter into and perform its obligations under this $greement"
1"! 0he )rovider 'arrants [and represents] to the *ustomer%
(a) that it has the legal right and authority to enter into and perform its
obligations under this $greement
4 $re all *harges 'aived during the trial period:
(b) that it 'ill perform its obligations under this $greement 'ith reasonable
care and s(ill
(c) that the )latform ['ill operate 'ithout 2efects and] 'ill perform
[substantially] in accordance 'ith the 2ocumentation (sub8ect to any
;pgrades)
(d) that the )latform 'ill be hosted in accordance 'ith the re<uirements set
out in /chedule [1], and 'ill be available to the *ustomer in accordance
'ith the uptime commitments given in /chedule [!]
[(e) the )latform (e-cluding for the avoidance of doubt the *ustomer =aterials)
'ill not infringe any person+s #ntellectual )roperty 7ights [in any
8urisdiction and under any applicable la' , in England and Wales and
under English la']
67
(e) the )latform (e-cluding for the avoidance of doubt the *ustomer =aterials)
'ill not%
(i) breach any la's, statutes, regulations or legally.binding codes
(ii) infringe any person+s #ntellectual )roperty 7ights or other legal
rights or
(iii) give rise to any cause of action against the )rovider or the
*ustomer or any third party,
in each case [in any 8urisdiction and under any applicable la' , in England and
Wales and under English la'] and]
[(f) the )latform is and 'ill remain free from viruses and other malicious
soft'are programs"]
1"4 0he *ustomer ac(no'ledges that%
[(a) comple- soft'are is never 'holly free from defects, errors and bugs, and
the )rovider gives no 'arranty or representation that the )latform 'ill be
'holly free from such defects, errors and bugs]
[(b) the )rovider does not 'arrant or represent that the )latform 'ill be
compatible 'ith any application, program or soft'are not specifically
identified as compatible in /chedule [1] and]
[(c) the )rovider 'ill not and does not purport to provide any legal, ta-ation or
accountancy advice under this $greement or in relation to the )latform
and (e-cept to the e-tent e-pressly provided other'ise) the )rovider does
not 'arrant or represent that the )latform 'ill not give rise to any civil or
criminal legal liability on the part of the *ustomer or any other person"]
9
"""
0& Indemnities
9 *ontrast *lause 1"!(e)" Ensure that these t'o clauses are not contradictory"
"""
%1& 2imitations and e3clusions of lia4ilit5
"""
%%& Data protection
"""
%'& Confidentialit5
1!"1 0he )rovider 'ill%
(a) (eep confidential and not disclose the *ustomer *onfidential #nformation
to any person save as e-pressly permitted by this *lause [1!]
(b) protect the *ustomer *onfidential #nformation against unauthorised
disclosure by using the same degree of care as it ta(es to preserve and
safeguard its o'n confidential information of a similar nature, being at
least a reasonable degree of care and
[(c) 'ithout pre8udice to the generality of *lause [1!"1(b)], deploy and
maintain the security systems and technologies detailed in /chedule [1] in
relation to the *ustomer *onfidential #nformation held on the )latform"]
"""
%(& Termination
14"1 Either party may terminate this $greement immediately by giving 'ritten notice
to the other party if the other party%
(a) commits any [material] breach of any term of this $greement, [and%
(i) the breach is not remediable or
(ii) the breach is remediable, but the other party fails to remedy the
breach 'ithin [4>] days of receipt of a 'ritten notice re<uiring it to
do so or]
[(b) persistently breaches the terms of this $greement (irrespective of 'hether
such breaches collectively constitute a material breach)"]
"""
%*& Effects of termination
19"1 ;pon termination of this $greement, all the provisions of this $greement 'ill
cease to have effect, save that the follo'ing provisions of this $greement 'ill
survive and continue to have effect (in accordance 'ith their terms or other'ise
indefinitely)% *lauses [1, ?"@, 3, 1>, 1!, 19 and 1?]"
"""
%+& #otices
"""
%,& 6orce $a7eure Event
"""
%-& eneral
"""
T)e parties )ave indicated t)eir acceptance of t)is Agreement 45 e3ecuting it
4elow&
E8EC"TI!#:
+
SI#ED by [name of signatory]
duly authorised for and on behalf
of the )rovider

""""""""""""""""""""
2ate%
SI#ED by [name of signatory]
duly authorised for and on behalf
of the *ustomer

""""""""""""""""""""
2ate%
@ 0hese e-ecution provisions are suitable for companies, but not for sole traders or small partnerships, for
'hich the follo'ing provisions should be used%
partnerships% SI#ED by the [name of partner] and [name of partner] for and on behalf of the
[*ustomer,)rovider]"""
sole traders% [SI#ED by [name of sole trader] trading as the [*ustomer,)rovider]"""
Sc)edule %
$iscellaneous
[$inimum Term
0he =inimum 0erm shall be the period of [3>] [days] follo'ing the [Effective 2ate , the
end of the trial period referred to in *lause [A]]"]
Platform specification
[Insert description of the Platform.]
0he )latform 'ill be designed to interface 'ith the follo'ing systems, applications,
programs and soft'are%
[insert details]"
0he )latform 'ill comply 'ith the follo'ing standards%
[insert details]"
0he )latform 'ill be hosted at a facility meeting the follo'ing re<uirements%
[insert details]"
0he )latform 'ill be protected using the follo'ing security systems and technologies%
[insert details]"
2icensing
[Bamed users%
[insert]]
0he *ustomer may add [or delete] named user licences by [method]"]
[Bumber of concurrent users%
[insert]
0he *ustomer may add [or delete] concurrent user licences by [method]"]
[Where the *ustomer adds additional user licences, the *ustomer 'ill be liable for
additional access *harges under /chedule [4]" Where the *ustomer deletes user
licences, the access *harges under /chedule [4] shall be reduced"]
Sc)edule '
Service 2evel Agreement
%& Introduction
1"1 #n this /chedule%
&#ew 6unctionalit5& means ne' functionality that is introduced to the )latform
by an ;pgrade and
[&Protected 6unctionalit5& means [insert details of core functionality that must
not be impaired by any Upgrade]"]
1"! 7eferences in this /chedule to )aragraphs are to the paragraphs of this /chedule,
unless other'ise stated"
'& 9elpdes:
"""
(& Response and resolution times
"""
*& 2imits on Support Services
"""
+& "pgrades
@"1 0he *ustomer ac(no'ledges that from time to time during the 0erm the )rovider
may apply ;pgrades to the )latform, and that such ;pgrades may, sub8ect to
)aragraph [@"!], result in changes the appearance and,or functionality of the
)latform"
[@"! Bo ;pgrade shall disable, delete or [significantly] impair the )rotected
Cunctionality"]
[@"4 0he )rovider 'ill give to the *ustomer [reasonable , at least [4> days+]] prior
'ritten notice of the application of any [significant] ;pgrade to the )latform"
[/uch notice shall include details of the specific changes to the functionality of the
)latform resulting from the application of the ;pgrade"]]
[@"9 0he *ustomer shall not be sub8ect to any additional *harges arising out of the
application of the ;pgrade[, save 'here%
(a) the ;pgrade introduces Be' Cunctionality to the )latform
(b) that Be' Cunctionality does not serve the same purpose as legacy
functionality that ceases or has ceased to be available as a result of any
;pgrade
(c) access to or use of the Be' Cunctionality is chargeable to the customers of
the )rovider using the )latform generally and
(d) any decision by the *ustomer not to pay the *harges for the Be'
Cunctionality 'ill not pre8udice the *ustomer+s access to and use of the
rest of the )latform"]
,& "ptime commitment
"""
-& Bac:;up and restoration
"""
.& Sc)eduled maintenance
"""
Sc)edule (
C)arges
,
"""
A 0here are many different licensing and charging models that may suit a /aa/ arrangement" 0his /chedule
anticipates that licence fees 'ill have a fi-ed and variable element, the latter dependent upon the number
of licensed users" #n addition, there 'ill be a fee in respect of /upport /ervices, 'hich may be increased if
the limitations on /upport /ervices set out in /chedule ! are e-ceeded" 0here is also provision for
miscellaneous *harges"
Sc)edule *
Accepta4le "se Polic5
-
<%= T)is Polic5
0his $cceptable ;se )olicy (the Polic5) sets out the rules governing the use of our 'eb
services [available via [URL]] (the Service) and any content that you may submit to
the /ervice (Content)"
[5y using the /ervice, you agree to the rules set out in this )olicy , We 'ill as( you to
e-pressly agree to the rules set out in this )olicy"]
<'= eneral restrictions
Dou must not use the /ervice in any 'ay that causes, or may cause, damage to the
/ervice or impairment of the availability or accessibility of the /ervice, or any of the
areas of, or services on, the /ervice"
Dou must not use the /ervice%
(a) in any 'ay that is unla'ful, illegal, fraudulent or harmful or
(b) in connection 'ith any unla'ful, illegal, fraudulent or harmful purpose or activity"
[<(= 2icence
Dou grant to us a 'orld'ide, irrevocable, non.e-clusive, royalty.free licence to use,
reproduce, publish, [adapt, translate] and distribute your *ontent [on and in relation to
the /ervice , in any e-isting and future media]" Dou also grant to us the right to sub.
license these rights[, and the right to bring an action for infringement of these rights]"]
1
"""
[<%.= Report a4use
#f you become a'are of any material on the /ervice that contravenes this )olicy, [you
must , please] notify us [by email , using the abuse reporting system on the /ervice]"]
0his is a sample document, containing selected sections from /EE Fegal+s template
soft'are as a service (/aa/) agreement (standard version)" Ellipses indicate omitted
sections" Dou can purchase a complete /aa/ agreement template from%
http%,,'''"'ebsite.contracts"co"u(,acatalog,saasGcontracts"html
? 0he appropriateness of the specific terms of this acceptable use policy 'ill depend very much on the nature
of the service being provided" #n many cases you 'ill be able to significantly shorten it, and in some cases
do 'ithout it altogether"
1 Where all *ontent 'ill be covered by the licence of rights in *ustomer =aterials in *lause 1, this may be
omitted"