This document provides the subscriber with secure access to a SaaS (or Software as a Service) platform enabling the delivery of certain services through an internet portal to the Subscriber’s terminal typically payable on a subscription basis. This is as distinct from the more traditional Software Licence Agreement which usually involves the installation of certain software on the user’s computer or server. This agreement should be used where the contract may involve more negotiation and/ or is for offline acceptance. With the SaaS Subscriber Terms the provider will not be varying the standard terms and contract execution occurs with the subscribing party by way of online sign-up/ registration wherein a tick box is applied for valid contract acceptance.
SaaS Subscriber Agreement (with SaaS Availability, Maintenance & Support Services Terms) (B2B)
You should consider the following:
- What access is being provided to what services?
- What are the features of the hosted solution?
- What information will a customer need to provide in order to access the hosted solution? How will this information be managed?
- Will the customer subscriber be required to ensure that each of their authorised users will be required to update log in details?
- How long will this agreement last? Will there be an initial period followed by automatic renewal periods typical of a subscription?
- Will fees be payable in advance or in arrears and what rate of interest will be applied to any outstanding fees?
- Will the supplier be permitted to change their fees? If so, on what basis? Will there be a notice period of any change? How will notice be communicated to the customer? Will the customer be entitled to end the agreement on such an occasion?
- Clause 17.3 limits the provider’s liability for breach to the Subscription Fees paid. You can choose how to measure this. Clause 17.5 however specifically states that for any failure of the provider to achieve the uptime/ availability of the hosted solution, the sole and exclusive remedy of the customer subscriber will be service credits and will be governed by the SaaS Availability, Maintenance & Support Services Terms or SAMMSs set out in Schedule 2. These take in uptime/ availability as well as maintenance and support including response/ resolution times/ targets. If you want to provide for more basic terms and for uptime/ availability only, you may wish to use (and easily adapt) the Uptime Service Level Terms which currently feature at Schedule 1 of the SaaS Subscriber Terms and can be purchased separately as SaaS Uptime Service Level Terms (Schedule to SaaS Subscriber Terms).
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