SaaS Agreements
Software as a Service (SaaS) is a software distribution model whereby the software is hosted in the cloud and distributed as a service to customers via the Internet.
SaaS contracts play a pivotal role in the successful adoption and utilisation of cloud-based software solutions. The SaaS model can save costs for businesses, as they no longer have the expense of maintaining their own infrastructure or cloud services.
Overall, well-crafted SaaS agreements not only facilitate cost savings but also foster clarity, mitigate risks, and facilitate a mutually beneficial collaboration between the parties.
A SaaS agreement will typically include the following key aspects:
- Protection of the provider's intellectual property rights in the software service
- The permitted use of the solution by the customer and its authorised users
- The charging structure and payment terms
- The scope of the provider's obligations in relation to support, hosting and availability
- Capping the provider's liability at an appropriate level
Benefits of well-drafted SaaS agreements
Opting for SaaS solutions is an advantage to customers in many ways, including:
- Saving costs, as customers do not require complex internal software and hardware management of their own;
- Flexibility, as customers can scale up or down their use of SaaS resources as their business requires. SaaS also generally permits the limited customisation of the in-built functionality of the solution, which can be tailored to the customer's needs and would otherwise require source code modification to achieve the same result; and
- Efficiency, as SaaS enables the fast-paced adoption of new software, which avoids the delay and cost which would otherwise be associated with updating IT infrastructure to support new software.
We have extensive experience in drafting SaaS agreements for businesses of all sizes.
Our SaaS Contract Experience
Examples of our SaaS work include:
- Advising FinTech platform provider on the development and launch of an investment platform;
- Advising a leading logistics software provider on its software service agreements;
- Acting for a platform service provider in relation to its agile software development agreement, user terms and complex website privacy notice;
- Advising health care software service providers on their SaaS agreements, SLA’s and privacy documents;
- Advising a data management software and cloud service provider on its software licence terms and GDPR compliance;
- Advising a technology firm on its online data analysis tool for digital footprints;
- Assisting a software developer in deploying its AI solution;
- Advising a leading insurance software provider on its application interface agreement with a leading insurer;
- Advising a software developer on the terms of its data warehousing solution provided via AWS marketplace;
- Advising on the provision of professional and business services software as a service (including cashiering and payroll services) relying on Google Cloud Platform to host the software and data;
- Licensing database ETL tools provided via AWS (for use with Amazon Redshift) and Google Cloud Platform (for use with BigQuery), with additional "bring your own licence" terms;
- Software development and licensing of a B2B solution via the Salesforce Platform; and
- Licensing of an Amazon Elastic-based solution in relation to the provision of quotations for the insurance industry.
SaaS Agreement Case Studies
SeeChange Case Study
Client Intro
SeeChange is a world leader in real-time AI-powered recognition services.
SeeChange was originally a subsidiary of Arm but is now an independent entity in its own right.
Case Overview
SeeChange approached Myerson with the objective of securing expert legal support and assistance.
We supported SeeChange with the preparation of its software integration and VAR agreement for use with its international clients wishing to integrate SeeChange Software with their products, devices and services.
Further to this, SeeChange partnered with Diebold Nixdorf to deliver AI-powered self-checkout solutions as part of Diebold Nixdorf’s retail operations.
We supported SeeChange in their contract negotiations for the deployment and integration of its SeeWare® with Diebold Nixdorf’s Vynamic® Smart Vison to create smart checkouts.
Fee Earner Comment
Carla Murray, a Partner and Head of the Tech Team at Myerson, said:
Jason and Mark approached us to support their business with the preparation of terms and conditions for engaging value-added resellers and users accessing SeeChange software, services and technology, and we have worked closely with them to develop an understanding of how their solution functions and the underlying contractual relationships. The technology and partnership with Diebold Nixdorf raised many interesting points for consideration from the legal perspective but also from a personal perspective as a user of self-checkouts and how the user experience will be improved. It’s been a pleasure working with Jason and Mark.
Client Testimonial
Jason Souloglou, CEO, said:
We had a first-rate experience working with Carla on this. Selling real-time AI products and services through a large international partner such as Diebold Nixdorf is complex and detailed from a contractual perspective. Carla’s legal expertise, as well as a perfect balance of attention to detail and practicality, along with lots of patience, was key to getting this over the line.
Testimonials
Mr Preston
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Mr. Maitland, VendiTech
Myerson has been exceptional to work with, combining a high level of professionalism with a pragmatic, commercially minded approach. Communication is always clear, timely, and responsive, which gives us real confidence when navigating complex decisions. Chris, Charlotte and Richard provided invaluable support across multiple areas of our business. Their guidance has been instrumental to our continued success and has played a key role in giving us strong confidence around compliance as we scale and evolve.
Gary Johnson, CDL
The strength that Myerson brings to CDL and its group companies is an intimate understanding of our products and services and how they are utilised in the various sectors of our evolving marketplace. CDL and Myerson have worked together for over 10 years and in that time CDL have been fortunate to attract, court and secure many new contracts including large banking and global organisations.
Tim Webb, RTA Claim Solutions
Myerson have been hugely professional and supportive in providing expert legal advice to the business. For us, their quality of service and expert knowledge of commercial business was equally as important as their undoubted legal capabilities. We hope to be able to continue to work with them over the long term.
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Mike Forsyth - Founder and Chairman, Safer Sphere
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- We are highly skilled in matters relating to data protection, ensuring that businesses comply with relevant legislation such as the General Data Protection Regulation (GDPR).
- We can also provide expert guidance on software licensing, reselling, and development.
- Other areas of expertise include e-commerce, intellectual property, and technology-related disputes.
- An alternative to the major, regional, and national firms by offering high-quality Technology law advice from specialist solicitors, but on a much more cost-effective basis.
- By working closely with our IT clients, we can ensure we meet their expectations regarding business operations, providing clear and specialist expertise. We are easy to deal with and understand that a common-sense approach is often required.
- A partner-led service and a genuinely accessible team of experienced IT law solicitors due to our size, structure, and unique culture.
Meet Our Technology Solicitors
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Software as a Service (SaaS) FAQs
How do SaaS providers ordinarily charge for the service?
SaaS is ordinarily charged through a periodic (monthly, quarterly or annually) subscription fee.
This periodic subscription fee is generally calculated through certain metrics, such as the number of permitted users authorised to use the SaaS software and their usage.
In addition to the subscription fee, many SaaS vendors charge additional fees for surplus user subscriptions, any data stored by the customer in excess of the data storage limit, and additional support fees.
What is a support and service level agreement?
A support and service level agreement, or SLA, is a written agreement that sets out a business's standards for support, much like a customer service guarantee.
Support and service level agreements are not necessarily always provided alongside a SaaS.
However, they are a useful tool for both supplier and customer to set out what standards and levels of service (including uptime of the solution and the response time for the supplier to fix any faults or bugs) the supplier shall provide and what recourse is available to the customer should the supplier fall below such standards.
Many support agreements include a service credit regime – a mechanism which allows for amounts to be deducted from amounts paid under the agreement if the supplier fails to meet the performance standards set out the in the service levels.
What is typically included in a SaaS Agreement?
A SaaS agreement will typically include the following key aspects:
- protection of the provider's intellectual property rights in the software service;
- the permitted use of the solution by the customer and its authorised users;
- the charging structure and payment terms;
- the scope of the provider's obligations in relation to support, hosting and availability; and
- capping the provider's liability at an appropriate level.
What risks are associated with cloud platforms?
If a cloud platform is providing services, then the following concerns need to be addressed:
- compliance (both by the service provider and its customers) with the terms of the cloud platform provider;
- appropriately apportioning liability if there is a problem with the service which arises from the cloud platform; and
- added complexities in relation to data processing and compliance with applicable data protection legislation.
We can help you deal with these issues to ensure you minimise your exposure to risk.
What are the benefits of offering Software-as-a-Service?
Opting for SaaS solutions is an advantage to customers in many ways, including:
- Saving costs, as customers do not require complex internal software and hardware management of their own;
- Flexibility, as customers can scale up or down their use of SaaS resources as their business requires. SaaS also generally permits the limited customisation of the in-built functionality of the solution, which can be tailored to the customer's needs and would otherwise require source code modification to achieve the same result; and
- Efficiency, as SaaS enables the fast-paced adoption of new software, which avoids the delay and cost which would otherwise be associated with updating IT infrastructure to support new software.
Contact Our Experts
You can contact our lawyers below if you have any more questions or want more information:
0161 941 4000
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