SaaS Licence Agreement for the United Kingdom

SaaS Licence Agreement Template for England and Wales

A SaaS Licence Agreement under English and Welsh law is a legally binding contract that governs the provision of software as a service, including terms of use, access rights, service levels, data protection, and payment terms. It ensures compliance with UK data protection laws, including GDPR, and establishes clear responsibilities and rights for both the service provider and customer. The agreement typically includes detailed provisions for service delivery, maintenance, support, and security measures.

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What is a SaaS Licence Agreement?

The SaaS Licence Agreement is essential for businesses providing software services through cloud-based solutions. This document, governed by English and Welsh law, establishes the legal framework for software access, usage rights, and service delivery. It's particularly crucial in ensuring compliance with UK data protection regulations and defining clear service levels, support arrangements, and security requirements. The agreement should be used whenever a company provides software as a service to customers, whether for business or consumer use, and needs to establish clear terms for service provision, data handling, and user rights.

What sections should be included in a SaaS Licence Agreement?

1. Parties: Identification of contracting parties with full legal names and addresses

2. Background: Context of the agreement and brief description of the SaaS service

3. Definitions: Key terms used throughout the agreement

4. Service Description: Detailed description of the SaaS services being provided

5. Licence Grant: Terms of the software licence, including scope and restrictions

6. Fees and Payment: Pricing, payment terms, and billing procedures

7. Term and Termination: Duration of agreement and termination provisions

8. Data Protection: GDPR compliance and data processing terms

9. Intellectual Property Rights: IP ownership and usage rights

10. Confidentiality: Protection of confidential information

11. Liability and Indemnification: Limitation of liability and indemnification provisions

What sections are optional to include in a SaaS Licence Agreement?

1. Professional Services: Additional services beyond core SaaS offering - include when implementation, training, or consulting services are part of the agreement

2. Service Credits: Compensation for service level failures - include when specific service levels are guaranteed

3. Disaster Recovery: Business continuity provisions - include for enterprise clients or critical services

4. Security Requirements: Specific security standards and certifications - include when handling sensitive data or for regulated industries

What schedules should be included in a SaaS Licence Agreement?

1. Service Level Agreement (SLA): Detailed service levels and performance metrics

2. Data Processing Agreement: Detailed data protection and processing terms

3. Support Services Schedule: Support levels, response times, and procedures

4. Pricing Schedule: Detailed pricing tiers and payment terms

5. Technical Specifications: Detailed technical requirements and specifications

6. Acceptable Use Policy: Rules and restrictions for service usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

UK GDPR and Data Protection Act 2018: Core data protection legislation governing the processing of personal data, privacy rights, data security, and international data transfers

Consumer Rights Act 2015: Primary consumer protection legislation ensuring fairness in B2C contracts, quality of digital content, and consumer remedies

Electronic Commerce Regulations 2002: Governs online business transactions, including requirements for service provider information and commercial communications

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in software, documentation, and related materials

Unfair Contract Terms Act 1977: Regulates contractual terms that limit or exclude liability, particularly important for limitation of liability clauses

Network and Information Systems Regulations 2018: Sets cybersecurity requirements for digital service providers including cloud computing services

Competition Act 1998: Ensures fair competition and prevents anti-competitive practices in service agreements

Privacy and Electronic Communications Regulations: Specific rules for electronic communications, cookies, and direct marketing

Consumer Contracts Regulations 2013: Specifies pre-contract information requirements and cancellation rights for distance contracts

Equality Act 2010: Ensures service accessibility and prevents discrimination in service provision

Financial Services and Markets Act 2000: Regulatory framework for financial services if the SaaS product involves financial activities

Payment Services Regulations 2017: Governs payment processing services if the SaaS involves payment functionality

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic contracts

Trade Marks Act 1994: Protects branding and trademark usage in the service agreement

Misrepresentation Act 1967: Addresses false statements or misrepresentations made during contract formation

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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