From time to time you will need to carry out emergency maintenance to the SaaS software. You should therefore include an emergency maintenance section in your SLA so that you can install emergency patches and repairs on your servers. The maintenance section of your SLA should permit you to carry out emergency maintenance at any time and the obligation to provide the customer with prior notice should be on a best efforts basis.
Continue readingAuthor: Irene Bodle
SaaS Agreements – Data Protection – Further Fines by Data Commissioner
On the 8th of February 2011 Ealing and Hounslow Councils were fined £80,000 and £70,000 respectively by the Data Commissioner for serious breaches of the Data Protection Act (DPA) following the theft of two laptops from the house of an employee of Ealing Council.
Continue readingSaaS Agreement – Terms and Conditions – Limitation of Liability Invalid
Do you always ensure that your SaaS terms apply to contracts with customers. If not, the High Court has decided in Ghsp Inc v Ab Electronic Ltd that where two companies fail to agree on whose terms and conditions shall apply to an agreement, neither company’s terms can be enforced. This resulted in the supplier having unlimited liability to the customer for defective parts it had supplied.
Continue readingSaaS Agreements – Sales Agents – Compensation Payable to Agents on Termination
If you use agents in relation to your SaaS agreements, when you terminate the agency agreement under the Commercial Agents Regulations 1993 you must pay the agent compensation, regardless of the reason for the termination.
Continue readingSaaS Agreements – Freedom of Information Act – Disclosure
Last week the Information Tribunal ordered a Government department to publish specific details of a major IT contract with Atos Origin, following an individual’s request for information under the Freedom of Information Act (FOI). Pursuant to section 43 of the FOI, the Government body had refused to disclose the material requested on the basis that it was a trade secret and that disclosure would damage the commercial interests of the parties.
Continue readingSaaS Agreements – Need for an NDA prior to signing a SaaS Agreement
Need for an NDA
If prospects do not sign a non-disclosure agreement (NDA) or confidentiality agreement prior to a SaaS supplier disclosing it’s business secrets and confidential information, the prospect will have no duty to keep this information confidential. An NDA should therefore include some basic legal clauses to protect your business if you win the sale and more importantly, if you don’t.
Website Legal Requirements – Contact and Company Information
About Us/Contact Information. You must provide the following information in an easily accessible position on your website to comply with the legal requirements of the E-commerce Directive in the UK.
Continue readingSaaS, ASP Agreements – Liability for Website Content
SaaS suppliers must protect themselves in their SaaS agreement against a third party claiming compensation for breaches of their rights as a result of customers uploading illegal content onto the supplier hosted website. Service Providers and ISPs SaaS suppliers are service providers not internet service providers (ISP)s. SaaS suppliers publish
Continue readingSaaS, ASP Agreements – Distributor or Agent – Is there a Difference?
To find leads and sell SaaS software to customers on a global basis many suppliers use distributors or agents in the countries in which they wish to sell their products, but where they have no physical presence themselves. Suppliers need to decide whether the local partner acts as an agent or a distributor. There are important differences, advantages and disadvantages.
Continue readingSaaS, ASP Agreements – Data Protection Issues with Sub-contractors – Standard Contractual Clauses
Using a sub-contractor to process your SaaS customer data is a problem under data protection law, where the sub-processor is based outside of the European Economic Area (EEA). Incorporating EU standard contractual clauses into your SaaS agreement is NOT the solution to this common problem. EU Standard Contractual Clauses Under
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