Software as a Service (SaaS) Agreements

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.

Effective negotiation of SaaS agreements requires a clear understanding of both the commercial model and the associated risks. 

Businesses should: 

• Identify key risk areas, including data protection, liability and service levels 
• Prioritise business-critical terms such as uptime, support and exit rights 
• Assess pricing models and any provisions for fee increases 
• Ensure flexibility around scaling usage and authorised users 
• Negotiate balanced liability caps and appropriate indemnities 

Taking a structured and commercially focused approach helps ensure that the final agreement reflects how the service will operate in practice.

In practice, a SaaS contract defines both the commercial deal and the legal protections. A well-drafted agreement should clearly address: 

• Access and usage rights – how End Users are authorised and how accounts are managed 
• Subscription and fees – pricing structure, payment terms, renewals and increases 
• Service levels – uptime guarantees, response times and remedies 
• Data protection – responsibilities for processing, storage and security of customer data 
• Intellectual property – ownership of the platform and licensing rights granted to the Customer 
• Support and maintenance – scope of ongoing services and change management 
• Liability and risk – caps, exclusions, indemnities and claims handling 
• Termination and exit – termination triggers, notice requirements, data return and migration 

Failure to properly address these areas can expose businesses to significant legal and commercial risk, particularly where access rights, customer data, renewal terms or termination provisions are unclear. 

Common legal issues in SaaS agreements often arise where key terms are unclear or overly weighted in favour of one side. 

Typical issues include: 

• Unclear or restrictive usage rights 
• Insufficient service level commitments or remedies 
• Broad exclusions or limitations of liability 
• Inadequate data protection provisions 
• Lack of clarity around data ownership and use 
• Poorly defined termination and exit arrangements 

Addressing these issues at the outset can help avoid disputes and ensure the agreement remains fit for purpose as the business evolves. 

Data protection is a critical component of any SaaS agreement, particularly where personal data is processed. 

Companies should ensure that the contract: 

• Clearly defines the roles of each the provider and the Customer (e.g. controller and processor) 
• Includes appropriate data processing provisions compliant with UK GDPR 
• Sets out security obligations and minimum standards 
• Addresses cross-border data transfers where relevant 
• Defines responsibilities for data breaches and incident response 

Well-drafted data protection clauses help ensure compliance with applicable legislation and reduce the risk of regulatory and reputational exposure. 

A well-structured service level agreement (SLA) should clearly define the performance standards expected from the provider and the remedies available if those standards are not met. 

An effective SLA will typically include: 

• Uptime and availability commitments 
• Response and resolution times for support requests 
• Maintenance and downtime provisions 
• Service credit mechanisms linked to performance failures 
• Clear processes for reporting issues and making claims 

The SLA should be aligned with the business-critical nature of the service, ensuring that the Customer has appropriate protection where performance falls below agreed levels. 

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 

SaaS services are typically charged through a periodic subscription fee (monthly, quarterly or annually), often based on user numbers or usage. 

Additional fees may apply for surplus users, excess data storage or additional support. Agreements should clearly define subscription plans, payment terms, renewal mechanics and usage metrics. 

An SLA sets out the service standards the provider must meet, including uptime, response times, and remedies. 

These agreements often include service credits, allowing customers to recover part of the fees if performance standards are not met. The contract should define how credits are calculated and how claims are made.

Key risks include: 

• Compliance with third-party platform terms 
• Allocation of liability for service failures 
• Data protection and cross-border data issues 

We can help ensure these risks are properly addressed and managed. 

SaaS offers: 

• Cost savings by removing infrastructure requirements 
• Flexibility to scale usage 
• Faster deployment of software solutions 
• Streamlined vendor management