SaaS is the abbreviation for “software as a service”. You may know this under another name, for example subscription agreement, software on demand, software subscription agreement, cloud computing or ASP services (application service provider). These names all refer to the same thing – software being made available via the Internet to users.
Continue readingTag: SaaS reseller agreement
SaaS Agreements – Reseller Agreements – Price Fixing
SaaS suppliers and SaaS resellers should be aware that price fixing is illegal under UK and EU competition law. Often SaaS resellers are not aware that the terms of their SaaS reseller agreement include price fixing clauses. For example: If the SaaS reseller agreement includes clause on resale price maintenance (RPM). This will usually be deemed to be price fixing by the Competition and Markets Authority (CMA) who investigates breaches of competition law in the UK.
Continue readingSaaS Agreements – FAQs – Disaster Recovery
Do SaaS suppliers need to included disaster recovery provisions in a SaaS agreement? If so, what provisions should be included and where.
Continue readingSaaS Agreements – Terms and Conditions – Limitation Clauses
SaaS suppliers should always include limitation clauses in their SaaS terms and conditions to attempt to limit or exclude liability for certain types of losses and to cap their financial liability for breaches of contract. However, in order for limitation clauses to be valid, SaaS suppliers must ensure that the wording of the limitation clause is clear and unambiguous, otherwise the whole clause could be ruled void by a court and the SaaS supplier’s liability will then be unlimited.
Continue readingSaaS Agreements – Data Protection – EU US Privacy Shield
A new privacy agreement called the Privacy Shield has been agreed by the US and EU to replace the safe harbour scheme. The Privacy Shield is based upon safe harbour but has additional protections, particularly with regard to public authority access to personal data. The Privacy Shield must now be reviewed by the European Commission before it can be relied upon and adopted by SaaS suppliers or customers. The European Commission is currently assessing whether or not the Privacy Shield provides adequate protection in accordance with EU data protection laws. This process is expected to take up to 3 months.
Continue readingSaaS Agreements – International Agreements – Valid Execution
Where an international SaaS agreement is entered into between a non-UK SaaS customer and a non-UK company of a SaaS supplier the parties should ensure that the SaaS agreement has been properly executed in accordance with the law of the country of incorporation of each company. Even where the SaaS
Continue readingSaaS Agreements – International Agreements – Interest on Late Payments
SaaS customers often delay payment of invoices. In order to protect your SaaS business and improve cash flow, SaaS suppliers usually include the right to claim interest on late payments in the terms of their SaaS agreement or rely on their statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 (Act”). However, following the decision in Martrade Shipping and Transport GmbH v United Enterprises Corporation SaaS suppliers should be aware of the limitations of relying upon the Act, particularly where the SaaS customer or SaaS supplier is a non UK entity.
Continue readingSaaS Agreements – Heads of Terms – Entire Agreement Clause
Heads of terms are often by SaaS suppliers where the final terms of the SaaS agreement have not yet been fully agreed with the SaaS customer. By using heads of terms the SaaS supplier can start to provide the SaaS services to the SaaS customer. However sometimes the parties are unaware of, or overlook, the legal implications and dangers of using heads of terms prior to finalising the terms of the SaaS agreement.
A recent court case in the UK highlights these problems.
Continue readingSaaS Agreements – Terms and Conditions – Risk Assessment
SaaS customers often complain that the security provisions in SaaS agreements are inadequate and lack transparency. Following a risk assessment, often using external auditors and regulators, SaaS customers often ask SaaS suppliers to add numerous additional terms and warranties to their SaaS terms. By including the security provisions set out below in your standard SaaS agreement, SaaS suppliers can avoid having more rigorous provisions imposed upon them.
Continue readingSaaS Agreements – Legal Requirements – Online SaaS Sales
SaaS suppliers making online sales of SaaS services to business customers in the UK need to ensure that they have the necessary legal documents and information available on their website to comply with English law. Simply having a SaaS agreement online will not cover all legal obligations in the UK when providing SaaS services online. Below is a summary of the documents and information that you should have available on a UK website.
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