SaaS Agreements – Terms and Conditions – Renegotiating Terms

Customers are increasingly attempting to renegotiate the terms of existing SaaS agreements, to reduce costs as more SaaS suppliers enter the market offering competing and cheaper SaaS services. In order to pre-empt such discussions SaaS suppliers should review their current SaaS agreements to ensure that they have the following terms in place to deal with and counter such requests.

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SaaS Agreements – Terms & Conditions – Insolvency and ERRA

From April 2014 the UK government plans to change the Insolvency Act under the provisions of the Enterprise and Regulatory Reform Act 2013 (ERRA). This will make the SaaS supplier’s right to terminate or alter the terms of an existing SaaS agreement if a SaaS customer becomes insolvent. From this data no SaaS agreement may be terminated or have the pricing and payment terms changed due to a customer’s insolvency. Furthermore the SaaS supplier must continue to provide SaaS services without receiving any payment or having any right to arrears.

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SaaS Agreements – Social Media – Ownership of Accounts

Increasingly SaaS suppliers encourage employees to use social media accounts i.e. LinkedIn and Twitter to promote their products and business. However this often results in a conflict arising between claims of misuse of confidential information and “ownership” of accounts and contacts when the employment relationship comes to an end.

The High Court has recently highlighted the need for SaaS suppliers to have a clear policy on the ownership of such social media accounts and contacts when they are used by employees for business purposes.

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SaaS Agreements – IPR – Software Patents

The issue of software patents has recently been highlighted by a proposal to change German patent and copyright law. The proposal recommends preventing computer software being registered as a patent, arguing that computer software should only be protected using copyright law, as this is sufficient to protect a software developer’s rights. In light of the current German proposal, below is a brief summary of patent and copyright law in relation to SaaS software in the UK, Germany and non-EU countries.

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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 – FAQs – Source Code

When negotiating a SaaS agreement you will come across the terms source code, object code and open source. What is the difference if any between source code, object code and open source?

Source Code

Source code is the version of a computer programme (SaaS software) 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. These statements are saved in a named file and are called the source code.

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SaaS Agreements – Website Legal Requirements – for SaaS Suppliers

Below, I have set out the main legal requirements (including some optional recommendations) that you should comply with when operating your website in the UK. Even if you do not sell SaaS products or services online via your website, you will still need to comply with the following English laws when operating a website in the UK.

Mandatory Requirements

About Us/Contact Information

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SaaS Agreements – FAQs – What is a SLA?

SLA is the common abbreviation used for a service level agreement. When providing SaaS services to customers you need to include a SLA in your SaaS agreement, either as part of the main terms of your SaaS agreement or in a specific SLA schedule. A SLA should set out the following support and maintenance services that you will provide to customers to ensure that the SaaS software is made properly available to them.

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SaaS Agreements – Terms and Conditions – The Bribery Act 2010

If your are a SaaS supplier or SaaS customer you should be aware of the provisions of the Bribery Act when negotiating the terms of a SaaS agreement. The Bribery Act 2010 (“Act”) has been in force since July 2011. It aims to distinguish between hospitality (which is permitted) and bribes which are illegal. A breach of the Act can result in an unlimited fine and a maximum prison sentence of 10 years.

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