Sample Software as a Service

Terms and Conditions

1
Please read these terms and conditions carefully, as they set out our and your legal
rights and obligations in relation our [name] platform and services. You will be asked to
agree to these terms and conditions before becoming a customer.
[You should print a copy of these terms and conditions for future reference. We will not
file a copy specifically in relation to you, and they may not be accessible on our website
in future.]

[!hese terms and conditions are available in [the "nglish language] only.]
#
$f you have any %uestions or complaints about our services, please contact us by writing
to [
address] or by email to [email address].
AGREEMENT:
1. Definitions and interpretation
...
[2. Areement and Term
!
!he &greement will come into force on the "ffective 'ate and will continue in
force [until [date or event], upon which it will terminate automatically ( for the
)inimum !erm and indefinitely thereafter ( indefinitely], unless terminated
[earlier] in accordance with *lause [1#].
+,
2. Areement and Term
.1 !he advertising of the Platform and the -ervices on the Provider.s website
constitutes an /invitation to treat01 and the *ustomer.s order for the Platform and
the -ervices constitutes a contractual offer. 2o contract will come into force
between the Provider and the *ustomer unless and until the Provider accepts the
*ustomer.s order in accordance with the procedure detailed in this *lause [].
1 !his standard -oftware as a -ervice 3-aa-4 &greement template is designed for use by -aa- vendors and
their business customers.
-aa- refers to the making available of software5based services 3collecting, processing, manipulating,
transmitting and storing data4 to customers by means of a software application or applications hosted
remotely by or on behalf of the service provider. -aas takes a very wide variety of forms.
!his template is designed for 66 -aa-7 it is not suitable for use in relation software provided as a service
to consumers.
!he "lectronic *ommerce 3"* 'irective4 ,egulations 88 3aka the "commerce ,egulations4 re%uire that,
sub9ect to any agreement between businesses to the contrary, an information society service provider must
provide certain information where a contract is concluded online. !hat information includes7 /whether or
not the concluded contract will be filed by the service provider and whether it will be accessible0 3,egulation
:3143b44.
# &gain, this provision may be used where contracts are agreed online7 see footnote #. !he information
re%uired by the "commerce ,egulations also includes7 /the languages offered for the conclusion of the
contract0 3,egulation :3143d44.
; !he first version of *lause may be suitable where the parties agree the contract by signing the -tatement
of -ervices. !he second version may be suitable where the contract is entered into online.
. $n order to enter into the &greement, the *ustomer must take the following
steps7
<
[describe different technical steps to follow to conclude the contract =
e.g.7 /3i4 the *ustomer must select the Platform and -upport -ervices from the
contract menu1 3ii4 the *ustomer must then create an account with the Provider.s
website and log in1 3iii4 once the *ustomer is logged in, the *ustomer must
confirm the order in accordance with the -tatement of -ervices, and consent to
the terms of this &greement1 3iv4 the *ustomer will then be able to submit its
payment by credit or debit card1 3v4 after payment has been submitted, the
Provider will send to the *ustomer an initial acknowledgement
>
1 and 3vi4 once the
Provider has attempted to verify the identity, credit5worthiness and bona fides of
the *ustomer, the Provider will either send the *ustomer an order confirmation
3at which point the &greement will come into force4 or the Provider will confirm to
the *ustomer that the Provider does not accept the *ustomer.s offer 3in which
case the *ustomer will be refunded the full amount paid to the Provider4.0]
.# 6efore the *ustomer has placed its order, the *ustomer will have the opportunity
of identifying whether any input errors have been made by [describe how]. !he
*ustomer may correct any input errors before placing your order by [describe
how].
?
]
.; +nce in force, the &greement will continue in force [until [date or event], upon
which it will terminate automatically ( for the )inimum !erm and indefinitely
thereafter ( indefinitely], unless terminated [earlier] in accordance with *lause
[1#].]
". T#e $latform
...
#.# !he licence granted by the Provider to the *ustomer under *lause [#.] is sub9ect
to the following limitations7
[3a4 the Platform may only be used by the named users identified in the
-tatement of -ervices, providing that the *ustomer may change, add or
remove a designated named user in accordance with the procedure set out
therein1]
[3b4 the Platform must not be used at any point in time by more than the
number of concurrent users specified in the -tatement of -ervices,
providing that the *ustomer may add or remove concurrent user licences
< !he "commerce ,egulations re%uired that, before an order is placed, and @unless parties who are not
consumers have agreed otherwise@, the Provider must provide the *ustomer with information about @the
different technical steps to follow to conclude the contract@ 3,egulation :3143a44.
> &lternatively this could be a web page saying /thank you for your order0.
&gain, the "commerce ,egulations apply7 @Anless parties who are not consumers have agreed otherwise@,
the Provider must @acknowledge receipt of the order to the recipient of the service without undue delay and
by electronic means@ 3,egulation 113143144.
!his acknowledgement or receipt should make it clear that it is not an acceptance of the *ustomerBs order.
? !he "commerce ,egulations re%uire that, before an order is placed, and @unless parties who are not
consumers have agreed otherwise@, the Provider must provide the *ustomer with information about /the
technical means for identifying and correcting input errors prior to the placing of the order0 3,egulation
:3143c44. )oreover, @unless parties who are not consumers have agreed otherwise@, the Provider must
actually provide /appropriate, effective and accessible technical means0 to correct such errors 3,egulation
113143b44.
in accordance with the procedure set out therein1]
[3c4 the Platform may only be used by the [employees, agents and sub5
contractors] of the *ustomer and7
3i4 where the *ustomer is a company, the *ustomer.s officers1
3ii4 where the *ustomer is a partnership, the *ustomer.s partners1 and
3iii4 where the *ustomer is a limited liability partnership, the
*ustomer.s members1]
[3d4 the *ustomer must comply at all times with the terms of the acceptable
use policy [supplied with the Platform ( set out in -chedule [#]], and must
ensure that all users of the Platform agree to [and comply with] the terms
of that acceptable use policy1 and]
[3e4 [other limitations].]
#.; "Ccept to the eCtent mandated by applicable law or eCpressly permitted in the
&greement, the licence granted by the Provider to the *ustomer under this *lause
[#] is sub9ect to the following prohibitions7
...
#.D !he *ustomer must not use the Platform in any way that causes, or may cause,
damage to the Platform or impairment of the availability or accessibility of the
Platform, or any of the areas of, or services on, the Platform.
...
!. S%pport Services and &prades
;.1 'uring the !erm the Provider will provide the -upport -ervices to the *ustomer,
and may apply Apgrades to the Platform, in accordance with the service level
agreement set out in -chedule [1].
[;. !he Provider may sub5contract the provision of any of the -upport -ervices
without obtaining the consent of the *ustomer.
...
'. C%stomer Materials
<.1 !he *ustomer grants to the Provider [during the !erm] a non5eCclusive licence to
store, copy and otherwise use the *ustomer )aterials [on the Platform] for the
purposes of [operating the Platform, providing the -ervices, fulfilling its other
obligations under the &greement, and eCercising its rights under the &greement].
<. -ub9ect to *lause [<.1], all $ntellectual Property ,ights in the *ustomer )aterials
will remain, as between the parties, the property of the *ustomer.
<.# !he *ustomer warrants [and represents] to the Provider that the *ustomer
)aterials, and their use by the Provider in accordance with the terms of the
&greement, will not7
3a4 breach any laws, statutes, regulations or legally5binding codes1
3b4 infringe any person.s $ntellectual Property ,ights or other legal rights1 or
3c4 give rise to any cause of action against the Provider or the *ustomer or
any third party,
in each case [in any 9urisdiction and under any applicable law ( in "ngland and
Wales and under "nglish law].
...
(. Trial period
...
). C#ares
...
*. +arranties
...
,. -ndemnities
[:.1 !he *ustomer will indemnify and will keep indemnified the Provider against all
liabilities, damages, losses, costs and eCpenses 3including legal eCpenses and
amounts paid [upon legal advice] in settlement of any disputes4 suffered or
incurred by the Provider and arising as a result of any breach by the *ustomer of
*lause [<.#] or [insert].]
[:. !he Provider will indemnify and will keep indemnified the *ustomer against all
liabilities, damages, losses, costs and eCpenses 3including legal eCpenses and
amounts paid [upon legal advice] in settlement of any disputes4 suffered or
incurred by the *ustomer and arising as a result of any breach by the Provider of
*lause [D.3e4] or [insert].]
1.. /imitations and e0cl%sions of lia1ilit2
...
11. Data protection
...
12. Confidentialit2
...
1". Termination
...
1!. Effects of termination
...
1'. Notices
1<.1 &ny notice given under the &greement must be in writing 3whether or not
described as /written notice0 in the &greement4 and must be delivered personally,
sent by [recorded signed5for] post, or sent by faC [or email],
D
for the attention of
the relevant person, and to the relevant address or faC number [or email
address] given below 3or as notified by one party to the other in accordance with
this *lause4.
...
1(. 3orce Ma4e%re Event
1>.1 Where a Eorce )a9eure "vent gives rise to a failure or delay in either party
performing its obligations under the &greement [3other than obligations to make
payment4], those obligations will be suspended for the duration of the Eorce
)a9eure "vent.
...
1). General
1?.1 2o breach of any provision of the &greement will be waived eCcept with the
eCpress written consent of the party not in breach.
...
D $f you decide that contractual notices may not be served by email, you should delete the references to
/email0 in *lauses 1<.1 and 1<..
Sc#ed%le 1
Service /evel Areement
1. -ntrod%ction
...
2. 5elpdes6
...
". Response and resol%tion times
#.1 !he Provider will7
3a4 [use [all] reasonable endeavours to] respond to re%uests for -upport
-ervices made through the helpdesk1 and
3b4 [use [all] reasonable endeavours to] resolve issues raised by the
*ustomer,
[promptly ( in accordance with the following response time matriC].
Severit2 E0amples Response time Resol%tion time
*ritical [Give examples of critical
issue]
[Insert time] [Insert time]
-erious [Give examples of serious
issue]
[Insert time] [Insert time]
)oderate [Give examples of
moderate issue]
[Insert time] [Insert time]
)inor [Give examples of minor
issue]
[Insert time] [Insert time]
#. !he Provider will determine, acting reasonably, in to which severity category an
issue raised through the -upport -ervices falls.
[#.# &ll -upport -ervices will be provided remotely unless eCpressly agreed otherwise
by the Provider.]
!. /imits on S%pport Services
...
'. &prades
...
(. &ptime commitment
>.1 !he Provider shall [use [all] reasonable endeavours] ensure that the Platform is
available [::F ( ::.:F ( ::.:::F] of the time during each calendar month,
sub9ect to Paragraph [D].
[>. Platform uptime shall be calculated using the following methodology7 [insert
details].]
[>.# !he Provider shall arrange for the [independent] monitoring of the availability of
the Platform, and shall send an availability report to the *ustomer promptly
following [the end of each calendar month ( the *ustomer.s re%uest].]
[>.; $n the event that, during a calendar month entirely within the !erm, the Platform
fails to meet the availability commitment set out in Paragraph [>.1] then the
Provider shall issue service credits calculated in accordance with Paragraph [>.<]
to the *ustomer, such service credits to be deducted by the Provider from future
*harges.]
[>.< [-ub9ect to Paragraph [>.>],] the services credits referred to in Paragraph [>.;]
and due in respect of a calendar month shall be calculated as follows7
:
[service credits G 3188 5 a4 C b]
+,
[service credits G 33188 5 a4 ( 184 C b]
+,
[service credits G 33188 5 a4 ( 1884 C b]
where7
a G the actual percentage availability of the Platform during the relevant calendar
month1 and
b G the *harges payable in respect of access to the Platform during the relevant
calendar month 3eCclusive of H&! and other taCes4.]
...
). 7ac68%p and restoration
?.1 [-ub9ect to Paragraph [?.],] the Provider will7
3a4 make back5ups of the *ustomer )aterials stored on the Platform [on a
[hourly ( daily] basis], and will retain such back5ups for at least [[number]
[days ( weeks]]1 and
3b4 at least once every [number] [days (weeks], the Provider will arrange for
the off5site storage of a current back5up of the *ustomer )aterials stored
on the Platform 3which will be over5written on the following off5site back5
up date4.]
[?. !he Provider will not make back5ups of [specify exclusions].]
: !here are lots of different methods of calculating service credits. -ervice credit provisions can be used as a
genuinely compensatory system where a service provider fails to meet an uptime guarantee. Iowever,
they can also be used as a method of strictly limiting 3or attempting to strictly limit4 the service provider.s
liability.
[?.# $n the event of the loss of, or corruption of, *ustomer )aterials stored on the
Platform being notified by the *ustomer to the Provider under Paragraph [], the
Provider shall if so directed by the *ustomer [use [all] reasonable endeavours]
promptly to restore the *ustomer )aterials from the most recent available back5
up copy.]
*. Sc#ed%led maintenance
...
Sc#ed%le 2
C#ares
1.
1. -ntrod%ction
1.1 ,eferences in this -chedule to Paragraphs are to the paragraphs of this
-chedule, unless otherwise stated.
1. !he *harges under the &greement will consist of the following elements7
[3a4 access *harges, in respect of access to and use of the Platform1
...
2. Access C#ares
.1 !he *harges in respect of access to and use of the Platform shall be made up of
two elements, a fiCed *harges and a variable *harge.
. !he fiCed *harge will be [amount] plus H&! per calendar month, which shall be
invoiced by the Provider at any time following [the commencement of ( the end
of] the calendar month in respect of which the licence *harges are incurred
[3such amount to be pro5rated by the Provider in the event that the &greement
came into force or was terminated during a calendar month4].
...
". S%pport C#ares
+n7
3a4 [date]1 and
3b4 on or around [the same day of each following calendar month during the
!erm],
...
!. 9t#er C#ares
;.1 $n addition to the *harges detailed in Paragraphs [] and [#] above, the Provider
will invoice in respect of, and the *ustomer shall pay to the Provider7
3a4 *harges payable under Paragraphs [;] and [<] of -chedule [1]1 and
3b4 all other *harges that are agreed between the parties in writing from time
to time.
...
18 !here are many different licensing and charging models that may suit a -aa- arrangement. !his -chedule
anticipates that licence fees will have a fiCed and variable element, the latter dependent upon the number
of licensed users. $n addition, there will be a fee in respect of -upport -ervices, which may be increased if
the limitations on -upport -ervices set out in -chedule 1 are eCceeded. !here is also provision for
miscellaneous *harges.
Sc#ed%le "
Accepta1le &se $olic2
11
...
11 !he appropriateness of the specific terms of this acceptable use policy will depend very much on the nature
of the service being provided. $n many cases you will be able to significantly shorten it, and in some cases
do without it altogether.
Statement of Services
12
C%stomer
!he *ustomer is [company name], a company incorporated in ["ngland and Wales]
3registration number [number]4 having its registered office at [address]].
C%stomer notices
[Insert addressee, address, fax and if relevant email address]
[Minim%m Term
!he )inimum !erm shall be the period of [:8] [days] following the ["ffective 'ate ( the
end of the trial period referred to in *lause [>]].]
$latform specification
[Insert description of the Platform.]
!he Platform will be designed to interface with the following systems, applications,
programs and software7
[insert details].
!he Platform will comply with the following standards7
[insert details].
!he Platform will be hosted at a facility meeting the following re%uirements7
[insert details].
!he Platform will be protected using the following security systems and technologies7
[insert details].
/icensin
[2amed users7
[insert]]
!he *ustomer may add [or delete] named user licences by [method].]
[2umber of concurrent users7
[insert]
1 !he main purpose of this skeleton -tatement of -ervices is to indicate that information which may vary
from contract to contract. -uch variable information will need to be specified in a document that is agreed
by the parties. !hat document could be a -tatement of -ervices 3or proposal or %uotation4 that is signed
by or on behalf of each party. &lternatively, it could be an online document, generated using web form
input, that each of the parties give their consent to.
!he *ustomer may add [or delete] concurrent user licences by [method].]
[Where the *ustomer adds additional user licences, the *ustomer will be liable for
additional access *harges under -chedule []. Where the *ustomer deletes user
licences, the access *harges under -chedule [] shall be reduced.]
T#e parties #ave indicated t#eir acceptance of t#e terms of t#e Areement 12
sinin 1elow.
S-GNED by [name of signatory]
duly authorised for and on behalf
of the Provider

....................
'ate7
S-GNED by [name of signatory]
duly authorised for and on behalf
of the *ustomer

....................
'ate7
!his is a sample document, containing selected sections from -"J Kegal.s template
software as a service 3-aa-4 agreement 3standard version4. "llipses indicate omitted
sections. You can purchase a complete -aa- agreement template from7
http7((www.website5contracts.co.uk(acatalog(saasLcontracts.html