Human resources (HR) departments are increasingly turning to SaaS or ASP agreements for their recruitment and talent management needs. Often referred to as software as a service, SaaS or on demand services many suppliers are now providing SaaS solutions specifically designed to assist employers with their HCM (human capital management), ATS (applicant tracking systems) and e-recruitment requirements.Continue reading
What disaster recovery provisions need to be included in a SaaS agreement?Continue reading
What confidentiality provisions need to be included in a SaaS agreement?Define Confidential Information.
Parties will obtain and have access to the business critical information of each other as a result of entering into a SaaS Agreement. For example, they may have access to customer lists, banking information, IPR, source code and object code or business secrets and processes. Confidential information should be defined in the SaaS agreement to make clear what is, and what is not, confidential. Do not simply refer to documents which are “marked as confidential” or “which should be treated as confidential”. Not all confidential information exists in a physical format, particularly in a SaaS scenario – so do not restrict your definition to just documents.
What data security provisions need to be included in a SaaS agreement? Customer’s Security Obligations – These should be set out in the software licence. Access to the software and services should not be permitted to third parties without prior authorisation from the supplier. The customer should provide the following warranties:
– existence of adequate security measure to ensure access to the software and services does not breach the terms of the SaaS agreement
The software licence to be included in a SaaS agreement is very different from the standard software licence found in non-SaaS agreements for the following reasons. Access to the software is provided together with support and maintenance services. Without support and maintenance there can be no licence and vice versa. This is because the customer has no copy (physical or intangible) of the source code or object code. The software is installed on the supplier’s server and accessed by the customer via the Internet.Continue reading
When negotiating a SaaS agreement you may come across the term escrow. What is escrow and is an escrow agreement necessary? Under the terms of a SaaS agreement you do not own or have any rights to the software (which includes the source code) that you are accessing. This is usually not an issue until technical problems arise, i.e. unexpected service interruptions, downtime, loss of application functionality and loss of data. This can add significant costs to your business and you are dependent upon the supplier to resolve these issues, unless you have an escrow agreement in place.Continue reading
When negotiating a SaaS agreement you will come across the terms source code and object code. What is the difference between source code and object code? Source code is the version of a computer programme that exists prior to the software being ready to compile and run on a computer. The source code consists of a number of statements created in a text form by a programmer.Continue reading
The following legal issues should be included in any ASP or SaaS agreement, whether you are a SaaS supplier or a SaaS customer.Continue reading
In the current economic climate, business customers often deliberately delay payment of invoices. Protect your business and improve your cash flow, by exerting your right to claim interest on late payments. Is an interest clause required in the contract? No. There is no requirement to have an interest clause inContinue reading
Customers thinking of purchasing software delivered via the Internet (SAAS) are often unaware of what terms should be included. Jargon in the SLA can seem like a foreign language. Customers often tend to simply accept the SLA provided by the supplier, rather than struggle to understand it.Continue reading