SaaS terms and conditions

This SaaS terms and conditions template is designed for use in relation to the provision by one business of software-as-a-service to another business.

The content of these T&Cs is almost identical to that of our SaaS agreement. However, they differ significantly inform. One fundamental benefit of the SaaS model is standardisation. If a software vendor provides only one version of the software to all its customers, both support and maintenance become less burdensome. Standardisation can however be undermined by individually-negotiated contracts. This T&Cs templates can be used for either online or offline contracting, and in either case does not represent the "invitation to negotiate" that the SaaS agreement does.

The data protection clauses in the terms and conditions take account of the specific rules relating to controller-processor contracts that are included in the General Data Protection Regulation (GDPR).

There are three different variants on the template.

The basic template includes all the core provisions that you would expect to find in any SaaS document, but little else.

In addition to the provisions of the basic template, the standard SaaS T&Cs cover:

1. set-up services;
2. availability, support services and maintenance services (more detail);
3. customer assistance;
4. data protection issues (more detail); and
5. indemnities.

In addition to the provision of the standard template, the premium SaaS T&Cs cover:

1. acceptance testing;
2. change control;
3. customisations;
4. expenses and timesheets;
5. the service provider's confidential information;
6. party representatives;
7. project management; and
8. staff poaching.

All versions of the document also includes a skeleton services order form. This highlights the information that will vary from contract to contract (e.g. customer details). The variable information needs to be set out in a document agreed between the parties. That could for example be a signed statement of services. Alternatively, it could be a web page generated using information gathered from an online form.

These T&Cs are designed for business-to-business services, and should not be used in relation to customers who are consumers.

This template is commonly used in conjunction with our privacy and cookies policy template and our website disclaimer template.

SaaS terms and conditions (basic) contents:

Services order form

1. Definitions
2. Term
3. Hosted Services
4. Maintenance Services
5. Support Services
6. Customer Data
7. Mobile App
8. No assignment of Intellectual Property Rights
9. Charges
10. Payments
11. Provider's confidentiality obligations
12. Data protection
13. Warranties
14. Acknowledgements and warranty limitations
15. Limitations and exclusions of liability
16. Force Majeure Event
17. Termination
18. Effects of termination
19. Notices
20. Subcontracting
21. General
22. Interpretation

Schedule 1 - Acceptable use policy
Schedule 2 - Data processing information

SaaS terms and conditions (standard) contents:

Services order form

1. Definitions
2. Term
3. Set Up Services
4. Hosted Services
5. Maintenance Services
6. Support Services
7. Customer obligations
8. Customer Data
9. Mobile App
10. No assignment of Intellectual Property Rights
11. Charges
12. Payments
13. Provider's confidentiality obligations
14. Data protection
15. Warranties
16. Acknowledgements and warranty limitations
17. Indemnities
18. Limitations and exclusions of liability
19. Force Majeure Event
20. Termination
21. Effects of termination
22. Notices
23. Subcontracting
24. Assignment
25. No waivers
26. Severability
27. Third party rights
28. Variation
29. Entire agreement
30. Law and jurisdiction
31. Interpretation

Schedule 1 - Acceptable use policy
Schedule 2 - Availability SLA
Schedule 3 - Support SLA
Schedule 4 - Data processing information

SaaS terms and conditions (premium) contents:

Services order form

1. Definitions
2. Term
3. Set Up Services
4. Acceptance procedure
5. Hosted Services
6. Customisations
7. Maintenance Services
8. Support Services
9. Customer obligations
10. Customer Systems
11. Customer Data
12. Mobile App
13. No assignment of Intellectual Property Rights
14. Representatives
15. Management
16. Change control
17. Charges
18. Expenses
19. Timesheets
20. Payments
21. Provider's confidentiality obligations
22. Customer's confidentiality obligations
23. Publicity
24. Data protection
25. Warranties
26. Acknowledgements and warranty limitations
27. Indemnities
28. Limitations and exclusions of liability
29. Force Majeure Event
30. Termination
31. Effects of termination
32. Non-solicitation of personnel
33. Notices
34. Subcontracting
35. Assignment
36. No waivers
37. Severability
38. Third party rights
39. Variation
40. Entire agreement
41. Law and jurisdiction
42. Interpretation

Schedule 1 - Acceptable use policy
Schedule 2 - Availability SLA
Schedule 3 - Maintenance SLA
Schedule 4 - Support SLA
Schedule 5 - Form of CCN
Schedule 6 - Data processing information

Can this template be used for services provided to non-business customers?

Not as drafted. In order to use create terms and conditions suitable for the provision of services to consumers, the template would need substantial amendment. For example, where sign-up takes place online or otherwise at a distance, provisions dealing with the requirements of distance selling laws would be required. Another obvious issue would be the broad scope of the suggested limitations of liability: the included provisions are too broad for a consumer contract.

What sort of change control procedure is included with this version of the SaaS terms and conditions?

In the standard and basic versions is a simple contract variations clause, requiring the written agreement of both parties for a change in the contract. If you would like a full change control clause, use the premium version of this document.

Does the document refer at all to documentation?

Yes, there are two principal references. First, where the documentation covers the use of the software in an adequate way, the licence may restrict such use so that it is "in accordance with the Documentation". Second, the warranties given by the service provider may be defined in terms of the documentation - e.g. the provider may warrant that the platform will perform substantially in accordance with the documentation.

Can the period of service provision under the software as a service T&Cs be subject to some minimum?

The terms and conditions include a minimum term definition, which plugs into the right to terminate on notice (i.e. without cause): either party may terminate the agreement by giving at least x days' written notice of termination to the other party, expiring at any time after the end of the minimum term. The minimum term is of course optional.

Ask a question

A copy of these Saas terms and conditions is included in these packs:

• Saas pack (all versions of this document are included in the pack)
• Software developer pack (all versions of this document are included in the premium version of the pack and the basic and standard versions are included in the standard version of the pack)