What is a SaaS Agreement?

A SaaS Agreement (Software as a Service Agreement) is a legally binding contract between a software provider and a customer. It governs the customer’s access to and use of a cloud-based application or service—without transferring ownership of the software itself.

Instead of installing software on their own servers, customers access the software over the internet, typically on a subscription basis. This agreement defines everything from service levels, payment terms, and data security to uptime guarantees and termination rights.

A SaaS Agreement is crucial if you’re:

Offering software or apps to users on a recurring fee or license basis
Handling customer data or processing personal information
Scaling a tech platform across different user types (e.g. individual, enterprise)
Setting limits on how your product is used and how liability is shared

It protects both the service provider and the client by setting clear expectations, responsibilities, and legal boundaries.

SaaS Agreement Enforceablity?

SaaS Agreements are enforceable globally, but their enforceability and structure vary depending on local laws related to data privacy, consumer protection, and IP rights. Here’s how it works in key jurisdictions:

United States: Enforceable under federal and state contract laws. Data privacy laws like CCPA (California) may apply.
European Union: Must comply with GDPR and local consumer laws; terms must be clear and fair to users.
India: Governed by the Indian Contract Act; personal data processing is regulated under the DPDP Act, 2023.
United Arab Emirates (UAE): Enforceable under UAE Civil Code; compliance with DIFC/ADGM tech laws is important for international operations.
Australia: Enforceable under the Australian Consumer Law; privacy governed by the Privacy Act 1988.
Singapore: Strong contract enforcement; SaaS providers must comply with the PDPA for personal data handling.

If your customers are spread across borders, consider adding jurisdiction-specific terms or a governing law clause that reflects your primary legal base.

What else You Need to Create a Valid SaaS Agreement

To make your SaaS Agreement complete and enforceable, prepare the following:

Company Details – Legal name, address, and registration number of both parties
Software Description – A clear explanation of what the SaaS product does
Pricing Plan / Subscription Details – Monthly, annual, or usage-based
Service Level Agreement (SLA) – Uptime guarantees, support terms
Data Processing Addendum (DPA) – If handling personal data
Privacy Policy and Terms of Use – Often referenced in or attached to the SaaS Agreement
Payment and Refund Policy – Conditions for billing, non-payment, and cancellation
Compliance Certificates – For enterprise clients (e.g., SOC 2, ISO 27001, etc.)

SOFTWARE AS A SERVICE (SAAS) AGREEMENT FREE TEMPLATE

Effective Date: [DATE]

Between: [COMPANY NAME], a [STATE/COUNTRY] [ENTITY TYPE] (“Company,” “we,” “us,” or “our”)

And: [CUSTOMER NAME] (“Customer,” “you,” or “your”)

1. SERVICES AND ACCESS

1.1 Service Provision

We’ll provide you access to our software application [SERVICE NAME] (the “Service”) through a web-based platform, along with related support and maintenance services described in this agreement.

1.2 Service Availability

We aim to maintain 99.5% uptime for the Service, measured monthly. This doesn’t include scheduled maintenance windows or downtime caused by factors beyond our reasonable control.

1.3 User Accounts

You’re responsible for maintaining the security of your account credentials. You must notify us immediately of any unauthorized access to your account.

2. SUBSCRIPTION AND PAYMENT

2.1 Subscription Plans

Your subscription details, including plan type, pricing, and billing frequency, are specified in your account dashboard or order confirmation.

2.2 Payment Terms

Fees are due in advance for each billing period
We’ll charge your designated payment method automatically
All fees are non-refundable except as expressly stated in this agreement
Prices may change with 30 days’ written notice

2.3 Late Payment

If payment is more than 10 days overdue, we may suspend your access to the Service until payment is received.

2.4 Taxes

You’re responsible for all applicable taxes, duties, and government fees related to your use of the Service.

3. DATA AND PRIVACY

3.1 Your Data

You retain all rights to data you submit to the Service (“Customer Data”). You grant us a limited license to use, store, and process Customer Data solely to provide the Service.

3.2 Data Security

We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security audits.

3.3 Data Backup and Recovery

We maintain regular backups of Customer Data. You can export your data at any time through the Service interface.

3.4 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into this agreement by reference.

4. ACCEPTABLE USE

4.1 Permitted Use

You may use the Service only for lawful business purposes in accordance with this agreement and any applicable laws.

4.2 Prohibited Activities

You may not:

Use the Service for illegal activities or to violate others’ rights
Attempt to reverse engineer, hack, or interfere with the Service
Share account credentials or allow unauthorized access
Upload malicious code, viruses, or harmful content
Exceed usage limits specified in your subscription plan
Use the Service to compete with us or develop competing products

4.3 Compliance

You must comply with all applicable laws and regulations in your use of the Service.

5. INTELLECTUAL PROPERTY

5.1 Our Rights

We retain all rights, title, and interest in the Service, including all software, technology, and intellectual property rights.

5.2 Your Rights

This agreement grants you a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term.

5.3 Feedback

Any suggestions, feedback, or improvements you provide regarding the Service become our property and may be used without compensation to you.

6. WARRANTIES AND DISCLAIMERS

6.1 Service Warranty

We warrant that the Service will perform substantially in accordance with our published specifications.

6.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.3 No Guarantee

We don’t guarantee that the Service will meet your specific requirements or be error-free, uninterrupted, or completely secure.

7. LIMITATION OF LIABILITY

7.1 Liability Cap

Our total liability for any claims related to this agreement won’t exceed the amount you paid us in the 12 months before the claim arose.

7.2 Excluded Damages

WE WON’T BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF WE KNEW SUCH DAMAGES WERE POSSIBLE.

7.3 Exceptions

These limitations don’t apply to our obligations for data security breaches, intellectual property infringement, or gross negligence.

8. INDEMNIFICATION

8.1 Your Indemnification

You’ll defend, indemnify, and hold us harmless from claims arising from your use of the Service, violation of this agreement, or infringement of others’ rights.

8.2 Our Indemnification

We’ll defend you against third-party claims that the Service infringes valid patents, copyrights, or trademarks, provided you notify us promptly and cooperate with our defense.

9. TERM AND TERMINATION

9.1 Term

This agreement begins on the Effective Date and continues until terminated according to these terms.

9.2 Termination for Convenience

Either party may terminate this agreement with 30 days’ written notice.

9.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches this agreement and doesn’t cure the breach within 15 days of written notice.

9.4 Effect of Termination

Upon termination:

Your access to the Service will end
You may export your data for 30 days after termination
We’ll delete your data after the export period unless legally required to retain it
All payment obligations for services provided before termination remain due

10. SUPPORT AND MAINTENANCE

10.1 Technical Support

We provide technical support during business hours via email and our online support system. Response times vary by subscription plan.

10.2 Service Updates

We may update the Service periodically to add features, fix bugs, or improve performance. Material changes will be communicated in advance.

10.3 Maintenance Windows

We may perform scheduled maintenance that temporarily affects Service availability. We’ll provide reasonable advance notice when possible.

11. GENERAL PROVISIONS

11.1 Governing Law

This agreement is governed by the laws of [STATE/JURISDICTION] without regard to conflict of law principles.

11.2 Dispute Resolution

Any disputes will first be addressed through good faith negotiations. If unresolved, disputes will be settled through binding arbitration in [LOCATION].

11.3 Entire Agreement

This agreement, along with our Privacy Policy and any referenced policies, constitutes the entire agreement between us and supersedes all prior agreements.

11.4 Amendments

We may modify this agreement by providing 30 days’ notice. Continued use of the Service after notice constitutes acceptance of changes.

11.5 Assignment

You may not assign this agreement without our written consent. We may assign our rights and obligations without restriction.

11.6 Severability

If any provision is found unenforceable, the remaining provisions will continue in full effect.

11.7 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control.

11.8 Notices

All notices must be in writing and delivered to the addresses specified in your account or our website.

12. DEFINITIONS

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Customer Data” means all data, content, and materials submitted to the Service by or on behalf of Customer.

“Service” means the software application and related services provided by Company under this agreement.

“User” means any individual authorized by Customer to access the Service.

ACCEPTANCE

By signing below or using the Service, you agree to be bound by this agreement.

[COMPANY NAME]

Signature: _________________________ Name: [NAME] Title: [TITLE] Date: _________________________

[CUSTOMER NAME]