Software Subscription Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Subscription Agreement

"I need a Software Subscription Agreement for my enterprise SaaS platform that will be used by financial institutions in the UK, with strict data protection provisions and a service level agreement guaranteeing 99.9% uptime."

Document background
The Software Subscription Agreement is designed for use when establishing a recurring relationship for software access and usage. This contract type is essential in modern digital service delivery, particularly in SaaS arrangements. Governed by English and Welsh law, it addresses critical aspects such as service delivery, data protection, intellectual property rights, and payment terms. The agreement is particularly relevant in the context of UK business operations and must comply with local regulations including data protection and consumer protection laws.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. Subscription Terms: Duration, renewal, and termination provisions

5. License Grant: Scope of software usage rights

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

7. Service Levels: Performance standards and availability commitments

8. Data Protection: Data handling and privacy obligations under UK GDPR and Data Protection Act 2018

9. Intellectual Property Rights: Ownership and protection of IP

10. Liability and Indemnification: Risk allocation between parties

Optional Sections

1. Professional Services: Terms for additional services like implementation or training (include when additional services are part of the offering)

2. White-labeling: Terms for rebranding and resale (include for reseller arrangements)

3. Source Code Escrow: Terms for source code protection (include for business-critical applications)

Suggested Schedules

1. Service Description: Detailed description of software functionality and features

2. Service Level Agreement: Detailed performance metrics and remedies

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

4. Pricing Schedule: Detailed fee structure and payment terms

5. Support Services: Description of support levels and procedures

6. Acceptable Use Policy: Rules governing use of the software

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

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

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

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, including rules about cookies, email marketing, and electronic communications privacy

Consumer Rights Act 2015: Primary consumer protection legislation covering digital content, quality standards, and consumer rights for B2C contracts

Consumer Contracts Regulations 2013: Regulations governing distance selling, cancellation rights, and information requirements for consumer contracts

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices and sets standards for business-to-consumer trading

Electronic Commerce Regulations 2002: Governs electronic commerce transactions and information society services, including requirements for online service providers

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

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights in software and related materials

Trade Marks Act 1994: Protects branded elements and trade marks associated with the software

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits the extent to which liability can be excluded

Misrepresentation Act 1967: Governs false statements made during contract formation and provides remedies for misrepresentation

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Additional competition law provisions and consumer protection measures

Network and Information Systems Regulations 2018: Requirements for cybersecurity and incident reporting for digital service providers

Export Control Act 2002: Controls on the export of strategic goods including certain types of software and technology

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets, relevant if software involves financial services

Equality Act 2010: Requirements for accessibility and non-discrimination, including digital 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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