Software As A Service Agreement Pro Customer Template for England and Wales

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Key Requirements PROMPT example:

Software As A Service Agreement Pro Customer

"I need a Software As A Service Agreement Pro Customer for my enterprise-level accounting software purchase from a UK vendor, with robust data protection clauses and specific uptime guarantees of 99.9%, planned to commence in March 2025."

Document background
The Software As A Service Agreement Pro Customer is specifically designed for use in situations where a business is procuring software services and requires strong contractual protections. This agreement, governed by English and Welsh law, provides comprehensive coverage of service levels, data protection, and performance standards. It includes specific provisions for customer data protection, service availability, and remedy mechanisms, making it particularly suitable for medium to large enterprises requiring robust software service arrangements. The document ensures compliance with UK regulations while maintaining commercial flexibility.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

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

5. Service Levels: Performance standards and metrics

6. Fees and Payment: Pricing, payment terms and conditions

7. Data Protection: Data processing obligations and compliance with UK GDPR

8. Intellectual Property Rights: IP ownership, licensing terms and usage rights

9. Confidentiality: Protection of confidential information and trade secrets

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

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

12. Force Majeure: Provisions for unforeseen circumstances and events beyond party control

13. General Provisions: Miscellaneous legal provisions including governing law and jurisdiction

Optional Sections

1. Change Control: Process for managing changes to services - recommended for complex implementations

2. Migration Services: Terms for data migration services and responsibilities - include when data migration is required

3. Professional Services: Additional implementation or consulting services - include when additional services are provided

4. Disaster Recovery: Disaster recovery and business continuity provisions - recommended for enterprise customers

5. Compliance and Audit: Specific compliance requirements and audit rights - include for regulated industries

Suggested Schedules

1. Service Level Agreement: Detailed service levels, performance metrics, and remedies

2. Data Processing Agreement: Detailed data processing terms and obligations under UK GDPR

3. Security Requirements: Security standards, protocols, and compliance requirements

4. Pricing Schedule: Detailed pricing, payment terms, and fee calculations

5. Support Services: Description of support services, response times, and escalation procedures

6. Technical Requirements: Technical specifications and requirements for service use

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 legislation governing the processing of personal data, data protection rights, and obligations for data controllers and processors in the UK

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, including requirements for cookies, electronic marketing, and communication services

Consumer Rights Act 2015: Legislation protecting consumer rights in relation to goods and services, including digital content and services (applicable for B2C SaaS)

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, ensuring fairness in contractual relationships

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce, including requirements for online service providers and electronic contracts

Consumer Contracts Regulations 2013: Rules regarding distance selling and off-premises contracts, including cancellation rights and information requirements

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights, particularly relevant for software and digital content

Trade Marks Act 1994: Legislation governing trademark protection and usage, important for brand protection in SaaS agreements

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

eIDAS Regulations: Regulations governing electronic identification and trust services, as retained in UK law post-Brexit

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

Computer Misuse Act 1990: Criminal law relating to unauthorized access to computer systems and data

Supply of Goods and Services Act 1982: Legislation setting out implied terms for the supply of services, including requirements for reasonable care and skill

International Data Transfer Requirements: Rules governing the transfer of personal data outside the UK, including adequacy decisions and appropriate safeguards

Industry-Specific Regulations: Sector-specific requirements such as FCA regulations for financial services or NHS guidelines for healthcare data

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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