SaaS Agreements – Data Protection – Amending EU Model Clauses

SaaS suppliers and SaaS customers are increasingly relying upon the use of EU model clauses to enable them to lawfully export personal data outside of the EEA following the invalidity of Safe Harbor in 2016 and the current implementation of the EU-US Privacy Shield (which replaces Safe Harbor). SaaS customers often try to amend the terms of the EU model clauses when negotiating the SaaS agreement with the SaaS supplier. This can result in the EU model clauses being invalid as they do not provide adequate protection for the data transfer.

SaaS suppliers should therefore be aware of the risks of agreeing to any changes to EU model clause and know which changes are, and are not, permitted to ensure that they are not in breach of data protection laws.

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SaaS Agreements – FAQs – Applicable Law and Jurisdiction

It is important to understand the difference between applicable law and applicable jurisdiction when negotiating a SaaS agreement. Applicable law specifies which country’s laws will apply to your SaaS agreement. Jurisdiction specifies which courts will have authority to deal with a dispute. Usually a UK SaaS agreement will specify the laws of England and Wales as the applicable law and the courts of England will have jurisdiction.

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SaaS Agreements – Terms and Conditions – Subcontractors and Outsourcing

The terms of your SaaS agreement must include the right to use sub-contractors as 99% of SaaS suppliers use at least one sub-contractor – a third party data centre – to host their SaaS software. SaaS customers often try to prohibit the use of sub-contractors or place severe restrictions on their use by insisting that they must give prior consent to each sub-contractor. This is not acceptable for practical reasons as often numerous sub-contractors are used in providing the SaaS services and these sub-contractors will change over time.

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SaaS Agreements – Terms and Conditions – Email Marketing Rules

There are a number of guidelines and laws that have to be complied with when sending marketing emails and text messages in the UK. If you are a SaaS supplier who provides email marketing services as part of your SaaS services to customers you should ensure that your SaaS customers comply with the following rules and Regulations. Also do not forget that you may need to comply with the rules yourself when carrying out your own email marketing campaigns.

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SaaS Agreements – Data Protection – Liability for Loss of Backup Tapes

A SaaS supplier can be liable for the loss of backup tapes, not just under the terms of its SaaS agreement but also the Data Protection Act 1998, the Financial Services Authority regulations or other UK rules or regulations regardless of whether the SaaS supplier, its data centre or a third party losses the backups of customer data.

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SaaS, 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

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