Software as a Service (SaaS) Agreement- Master Terms

This document outlines the Master Software as a Service (SaaS) Terms for a pro-supplier agreement between the Supplier and the Customer.  It serves as the comprehensive contractual framework governing the provision, use, and management of cloud-based services and support offered by the Supplier. The template defines the rights, responsibilities, and obligations of both parties, ensuring clarity and compliance throughout the service period. The template includes detailed provisions on definitions, rights of use, authorised users, fees, warranties, intellectual property, confidentiality, and data security. It also addresses key operational aspects such as support services, changes to terms, monitoring compliance, and the consequences of termination.  The document establishes the Supplier’s liability limitations, indemnity clauses, and conditions for service suspension or termination. 

Additionally, the template specifies the governing law, jurisdiction, and procedures for dispute resolution.  It emphasises the importance of adhering to applicable laws, including data protection and export regulations, while using the services. 

This template is designed to protect the Supplier’s interests while providing the Customer with access to the subscribed services under clearly defined terms, fostering a transparent and mutually beneficial business relationship. 

The template specifies the delivery mechanism and responsibilities of the Supplier in providing services to the Customer. 

Granting Access:

Upon Order Acceptance, the Supplier provides the Customer with access to the subscribed services. The Customer is granted a non-exclusive, non-transferable right to use the services and associated documentation within the subscribed territory and service period.

Service Availability:

Services are available 24/7, excluding Permitted Downtime (scheduled maintenance, emergency maintenance, or force majeure events). The Supplier uses reasonable efforts to notify the Customer of scheduled maintenance but may not provide advance notice for emergency maintenance.

Support Services:

The Supplier offers support services during the subscribed service period, as outlined in the order form and service-specific terms. Support includes addressing issues and providing updates, but excludes services like data backup or disaster recovery.

Updates and Modifications:

The Supplier may update or modify services, including features, functionality, data retention periods, or APIs. Updates are communicated to the Customer, and significant changes that adversely impact the Customer allow for termination with a refund for unused prepaid fees.

Monitoring and Compliance:

The Supplier may monitor service usage to ensure compliance with the agreement and detect threats or errors.Audits may be conducted to verify proper use of the services.

Suspension of Services:

The Supplier can suspend services in cases of misuse, material breach, non-payment, or legal requirements. Services are restored once the issue is resolved, and refunds may be issued if the Customer is not at fault.

Delivery of Materials:

The Supplier provides Supplier Provided Materials (e.g., software, applications, and documentation) necessary for the services. Intellectual property rights for these materials remain with the Supplier.

Termination and Post-Termination:

Upon termination, the Supplier ceases service delivery, and the Customer must stop using the services and return or delete documentation. The Supplier disposes of Customer Data securely within 60 days unless required by law to retain it.

Rights of Use:

The Supplier grants the Customer a non-exclusive, non-transferable, personal right to use the subscribed services during specified service hours and within the subscribed territory. The Customer can also use the documentation necessary for the services, but only for the permitted purpose and in compliance with the agreement.

Service Scope:

The services do not include internet access, data backup, disaster recovery, or professional services like legal or accounting advice. The Customer is responsible for maintaining backups of their data and ensuring compliance with system requirements.

Support Services:

Support is provided during the subscribed service period as specified in the order form.

The Supplier will notify the Customer of scheduled maintenance and may conduct emergency maintenance without prior notice.

Changes to Services:

The Supplier reserves the right to modify features, functionality, or terms of the services. If changes materially impact the Customer, they may terminate the agreement and receive a refund for unused prepaid fees.

Suspension of Services:

The Supplier may suspend services in cases of misuse, material breach, non-payment, or legal requirements. Services will be restored once the issue is resolved, and refunds may be issued if the Customer is found not at fault.

Renewals:

Services automatically renew for 12-month periods unless the Customer provides notice of non-renewal at least 45 days before the renewal date.

Termination:

The Supplier or Customer may terminate services for reasons such as material breach, non-payment, or convenience. Upon termination, the Customer must cease using the services and return or delete all documentation.

Limitations and Exclusions:

The Supplier’s liability is limited, excluding indirect or consequential losses. The Supplier is not responsible for delays, interruptions, or errors caused by external factors like internet disruptions or force majeure events.

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

Any enquiries about this document can be directed to info@contracts-direct.com.

Publisher: Atkins-Shield Ltd: Company No. 11638521 
Registered Office: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ

E&OE

Atkins-Shield Ltd © 2025