In the recent Court of Appeal decision Axa Sun Life Services Plc v Campbell Martin Ltd an entire agreement clause did not exclude liability for pre-contractual misrepresentations although the clause was reasonable under the Unfair Contract Terms Act (UCTA).
Continue readingTag: SAAS
SaaS Agreements – E-Discovery
As a SaaS supplier you may be ordered by a court as part of a litigation process to identify and disclose physical documents and electronically stored information (e-discovery). This creates problems for SaaS suppliers on a number of levels.
Continue readingSaaS Agreements – Jurisdiction – Information made Available on the Internet
The Court of Appeal has asked the European Court of Justice (ECJ) to determine where publication takes place when information is made available via the internet in relation to a claim for breach of database rights in the UK.
Continue readingSaaS Agreements – SLA – Service Credits
In order to limit your liability for the availability of the SaaS software that you provide to customers under a SaaS agreement you should consider whether or not to offer service credits in your SLA.
Continue readingSaaS Agreements – SLA – Maintenance
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 readingSaaS 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.