Software subscription (SaaS) agreement template

Software Subscription Agreement

Parties: Provider · Customer

1. Purpose and business use

This agreement sets out the terms on which the Provider gives the Customer access to the software service described below as a subscription. The Customer subscribes as a business for its own business purposes; the service is not offered to consumers under this agreement.

2. The service

The Provider makes the following service available to the Customer over the internet, in the plan and with the limits stated in the price schedule of this contract:

[[Describe the services and deliverables]]

The service includes the functions documented at the effective date and the updates the Provider releases to all customers of the plan. Set-up, data migration, integrations and training are included only if the price schedule lists them.

3. Subscription period and renewal

The subscription starts on the effective date and runs for [[12]] months. It renews for further periods of the same length unless either party gives notice in writing or in electronic form at least [[30]] days before the end of a period.

The Provider may change the fees for a renewal period by notifying the Customer at least [[60]] days before it starts; the Customer may then end the subscription at the end of the current period.

4. Fees and payment

The Customer pays the subscription fees shown in the price schedule of this contract, [[monthly / yearly]] in advance, on the payment terms stated in it.

Fees depend on the plan, the number of users and the usage limits stated there; use above the limits is charged at the rates in the schedule, or the Customer moves to the matching plan.

Fees for a period already started are not refunded except where this agreement says so.

5. Acceptable use

The Customer uses the service only for lawful business purposes, keeps its accounts and credentials secure, does not share one user account between several people and is responsible for what its users do.

The Customer does not try to gain access to the service beyond its own account, disrupt it, test its security without the Provider’s written permission, copy or reverse-engineer it, or use it to store or send unlawful or malicious content.

[[Further rules of use, if any]]

6. Customer data

Data the Customer and its users enter into or upload to the service remains the Customer’s.

The Provider uses it only to provide, secure and improve the service for the Customer and as this agreement allows, protects it with appropriate technical and organisational measures, and does not disclose it to third parties except to subcontractors that help provide the service under equivalent duties, or where the law requires.

The Customer is responsible for the lawfulness of the data it uploads and for keeping its own copies where it needs them.

7. Availability and maintenance

The Provider aims to keep the service available [[99.5]]% of the time per calendar month, measured at the Provider’s systems and excluding announced maintenance windows, faults of the Customer’s own systems or internet connection, and events beyond the Provider’s reasonable control. This target is what the Provider works towards, not a promise of uninterrupted availability.

The Provider announces planned maintenance that will interrupt the service at least [[48]] hours in advance and places it outside usual business hours where practicable.

8. Support

The Provider provides support to the Customer’s named administrators by [[email / support portal]] on [[business days]] from [[09:00]] to [[18:00]] in the time zone of [[City]], and aims to respond to a fault that stops the service from working within [[4]] business hours and to other requests within [[2]] business days.

Support covers questions about using the service and the correction of faults in it, not training, custom development or the Customer’s own systems.

9. Suspension

The Provider may suspend the Customer’s access, in whole or in part, if a payment is more than [[14]] days late, if the Customer’s use breaches the acceptable-use rules or threatens the security or stability of the service, or if the law requires it.

Except in an emergency, the Provider warns the Customer first and gives it a reasonable time to put things right.

Access is restored when the cause has been removed. Fees continue to run during a suspension caused by the Customer.

10. Intellectual property

The service, its software, documentation and all improvements remain the property of the Provider and its licensors. The Customer receives, for the subscription period, a non-exclusive, non-transferable right to use the service for its business as this agreement allows.

Feedback and suggestions the Customer gives may be used by the Provider without obligation. The Provider does not acquire rights in the Customer’s data or in the Customer’s trade marks.

11. Confidentiality

Each party keeps the other party’s non-public information confidential, including the Customer’s data and the Provider’s non-public technical and pricing information, uses it only for this agreement and protects it with at least reasonable care, during the agreement and for [[3]] years after it ends. Information that is public, already lawfully known, independently developed or that must be disclosed by law is excluded.

12. Liability

The Provider provides the service with reasonable care and skill; it does not warrant that the service is free of all errors or fits purposes this agreement does not state.

Except for intent, gross negligence, personal injury, breach of confidentiality or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it in the [[12]] months before the claim, and neither party is liable for lost profits, for lost data the Customer could have backed up, or for indirect damage.

13. Term, termination and return of data

This agreement runs for as long as the subscription. Either party may terminate it by notice in writing or in electronic form if the other party seriously breaches it and does not remedy the breach within [[30]] days of being asked to.

When the agreement ends, the Customer may export its data in a commonly used format for [[30]] days; afterwards the Provider deletes the Customer’s data, except for copies it must keep by law, which stay confidential.

Fees already paid for the remaining period are refunded only if the Provider ended the agreement without the Customer being in breach.

14. Changes to the service

The Provider may improve and change the service as long as its essential functions remain available to the Customer.

The Provider announces changes that remove a function or require the Customer to adapt its processes at least [[60]] days in advance. If such a change substantially reduces the service for the Customer, the Customer may end the subscription at the date the change takes effect and receives a refund of the fees for the remaining period.

Changes to this agreement are valid only if both parties agree to them in writing or in electronic form.

15. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

Subscription fees in advance for each [[month / year]], within [[14]] days of receiving the invoice, by bank transfer to the account stated on the invoice.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]