Software As A Service Licence Agreement for the United Kingdom

Software As A Service Licence Agreement Template for England and Wales

A Software as a Service Licence Agreement governed by English and Welsh law is a comprehensive legal document that establishes the terms and conditions under which a service provider delivers and maintains software applications over the internet. It covers crucial aspects including service delivery, data protection compliance under UK GDPR, service levels, maintenance, support, and the rights and obligations of both parties. The agreement incorporates specific provisions required under English and Welsh law, particularly regarding data protection, intellectual property rights, and consumer protection where applicable.

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What is a Software As A Service Licence Agreement?

The Software As A Service Licence Agreement is essential for businesses providing or purchasing cloud-based software solutions in the United Kingdom. This agreement, governed by English and Welsh law, establishes the legal framework for software delivery, usage rights, service levels, data protection, and security measures. It's particularly crucial given the increasing shift towards cloud-based solutions and the need to comply with UK data protection regulations, including the UK GDPR. The document serves as both a licence agreement and a service contract, defining the responsibilities and obligations of both the service provider and the customer.

What sections should be included in a Software As A Service Licence Agreement?

1. Parties: Identification and details of the contracting parties (Service Provider and Customer)

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

3. Definitions: Key terms used throughout the agreement including relevant legislation references

4. Service Provision: Details of the SaaS services being provided and service delivery terms

5. Licence Grant: Scope and terms of the software licence including usage restrictions

6. Fees and Payment: Payment terms, pricing, and billing arrangements

7. Data Protection: GDPR compliance, data processing terms, and data security obligations

8. Intellectual Property Rights: Ownership and protection of IP, including third-party rights

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration, renewal terms, and termination provisions

11. Liability and Indemnities: Limitation of liability and indemnification terms

What sections are optional to include in a Software As A Service Licence Agreement?

1. Service Level Agreement: Specific performance metrics, availability targets, and remedies for service failures

2. Security Requirements: Specific security measures, compliance requirements, and security breach procedures

3. Professional Services: Additional implementation, training, or consulting services terms

4. Disaster Recovery: Business continuity and disaster recovery procedures and obligations

What schedules should be included in a Software As A Service Licence Agreement?

1. Schedule 1 - Service Description: Detailed description of the SaaS service, functionality, and technical specifications

2. Schedule 2 - Service Level Agreement: Detailed performance metrics, availability targets, and service credit calculations

3. Schedule 3 - Pricing Schedule: Detailed pricing structure, payment terms, and fee calculations

4. Schedule 4 - Data Processing Agreement: Detailed data protection terms, processing activities, and security measures

5. Schedule 5 - Support Services: Details of technical support levels, maintenance services, and response times

6. Schedule 6 - Security Policy: Detailed security requirements, procedures, and compliance obligations

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
Industries

UK GDPR and Data Protection: UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018 govern the processing of personal data, including requirements for data protection, privacy rights, and cross-border data transfers

Consumer Protection Laws: Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 protect consumers' rights in digital services, including fairness in terms, quality of service, and right to cancel

Intellectual Property Laws: Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994 protect intellectual property rights in software, including licensing and usage rights

Contract Law Fundamentals: Common law principles of contract, Unfair Contract Terms Act 1977, and Misrepresentation Act 1967 govern contract formation, terms, and enforcement

Electronic Commerce Laws: Electronic Communications Act 2000 and EC Directive Regulations 2002 govern electronic transactions, signatures, and online service provision

Information Security Regulations: Network and Information Systems Regulations 2018 set requirements for cybersecurity and system reliability in digital service provision

Export Control Laws: Export Control Act 2002 and related Orders regulate the export of technology and software across borders

Competition Law: Competition Act 1998 and Enterprise Act 2002 ensure fair competition and prevent anti-competitive practices in software licensing

Sector-Specific Regulations: Industry-specific legislation such as Financial Services and Markets Act 2000 may apply depending on the sector where the software is used

International Trade Considerations: Post-Brexit regulations affecting cross-border services, data transfers, and EU retained law considerations in international software licensing

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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