Master SaaS Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master SaaS Agreement

"I need a Master SaaS Agreement for my enterprise-level software platform that will be used by financial institutions, with robust data protection clauses and specific provisions for handling sensitive financial data, targeting a January 2025 launch in the UK market."

Document background
The Master SaaS Agreement serves as the primary contractual framework for software-as-a-service relationships in England and Wales. It is designed for businesses seeking to establish long-term SaaS arrangements, providing detailed terms for service delivery, data protection, and performance standards. This agreement is particularly crucial in the current digital economy, where cloud-based software solutions are increasingly prevalent. The document ensures compliance with UK legislation while protecting both provider and customer interests through clear delineation of rights, responsibilities, and remedies.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Sets out the context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and interpretation rules

4. Services: Details the SaaS services to be provided

5. Fees and Payment: Outlines pricing, payment terms, and billing procedures

6. Service Levels: Defines performance standards and metrics

7. Customer Obligations: Sets out customer responsibilities and acceptable use

8. Intellectual Property Rights: Addresses ownership and usage rights of IP

9. Data Protection: Covers data processing obligations and compliance

10. Confidentiality: Defines confidential information and protection obligations

11. Term and Termination: Specifies duration and termination provisions

12. Liability and Indemnities: Sets out liability limitations and indemnification

13. General Provisions: Includes standard boilerplate clauses

Optional Sections

1. Professional Services: Additional implementation or consulting services - include when professional services are required beyond standard SaaS

2. Security Requirements: Specific security measures and standards - include for highly regulated industries or sensitive data

3. Disaster Recovery: Business continuity and recovery procedures - include for critical business applications

4. Change Control: Process for managing changes to services - include for complex implementations or customizations

Suggested Schedules

1. Service Description: Detailed description of SaaS services and functionality

2. Service Level Agreement: Detailed performance metrics and remedies

3. Pricing Schedule: Detailed pricing, payment terms and rate cards

4. Data Processing Agreement: Detailed data protection obligations and procedures

5. Technical Requirements: System requirements and technical specifications

6. Support Services: Support levels, procedures and contact details

7. Security Policy: Detailed security requirements and procedures

8. 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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR and Data Protection Act 2018: Primary data protection legislation governing the processing of personal data, rights of data subjects, and obligations of data controllers/processors

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

Consumer Rights Act 2015: Fundamental consumer rights legislation covering digital content, services, and unfair terms in consumer contracts

Consumer Contracts Regulations 2013: Regulations governing distance selling and off-premises contracts, including digital services

Electronic Commerce Regulations 2002: Rules governing the provision of online services and electronic contracts

Electronic Communications Act 2000: Legal framework for electronic signatures and electronic communications

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

Trade Marks Act 1994: Protection of brands, logos, and other distinctive marks used in the SaaS service

Unfair Contract Terms Act 1977: Limitations on the ability to exclude or restrict liability in contracts

Contracts (Rights of Third Parties) Act 1999: Rules regarding third party rights in contracts, relevant for sub-processors or end users

Network and Information Systems Regulations 2018: Cybersecurity requirements for digital service providers

Export Control Act 2002: Controls on the export of technology and software outside the UK

Proceeds of Crime Act 2002: Anti-money laundering provisions affecting payment processing and customer due diligence

Competition Act 1998: Rules preventing anti-competitive practices and abuse of dominant market position

Enterprise Act 2002: Framework for merger control and market investigations in digital markets

Employment Rights Act 1996: Employment protections relevant to service delivery and personnel obligations

Equality Act 2010: Non-discrimination requirements in service provision and accessibility obligations

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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