The advent of cloud computing technologies has paved the way for SAAS to flourish as a prominent business model. Companies like Salesforce, Slack, and Zoho have embraced the SAAS approach with success, delivering software applications as services.
In a simple language without legal jargon, this agreement establishes the terms and conditions governing the delivery model of software. This approach, considered by many as innovative involves centrally hosting software and data, enabling seamless user access via the Internet.
In a typical SAAS delivery model, users are granted convenient access to software applications and data through internet connectivity. Gone are the days of downloading and installing software on individual devices, as users can now effortlessly utilize them via web browsers.
Thus, whether you're a software provider or a customer, understanding SAAS agreements is vital for making informed decisions and ensuring a seamless software experience.
Although both SAAS agreements and licensing agreements revolve around software usage, fundamental differences set them apart, as listed below:
In our experience, under a typical licensing agreement, users are allowed to use the software in exchange of a licensing fee, which can take many forms including a one-time or recurring payment. It is also common that users are mandated to install the software in question on their devices that comply with the necessary hardware requirements of the Provider.
On the other hand, a SAAS agreement empowers users to access software and data effortlessly without the need for physical installation in their systems. The software and data reside on servers and are securely stored in the cloud. Users can conveniently utilize the software through web browsers, embodying a flexible and convenient solution.
Unlike conventional software models, which demand significant upfront investments and ongoing maintenance costs, SAAS operates on a subscription-based model. This cost-effective approach enables businesses to allocate resources more efficiently.
SAAS applications exhibit remarkable scalability, empowering businesses to add or remove users based on their requirements seamlessly. With an internet connection, the software and data can be accessed from anywhere and this is ensured by the cloud-based nature of SAAS. This unparalleled availability and adaptivity make SAAS an ideal choice for businesses seeking to adapt to changing demands and expand their operations.
SAAS providers host their software applications on their robust infrastructure, seamlessly delivering them to customers over the Internet. This model ensures consistent software performance, enhanced security measures, and regular customer updates. Furthermore, it enables providers to analyze anonymized customer data, enabling them to improve software and introduce innovative features.
Moreover, customers opting for SAAS solutions enjoy reduced upfront costs, as they no longer need to invest in purchasing and maintaining their software infrastructure. Instead of just paying recurring subscription fees.
SAAS contracts document the exact software access users receive for the term of their subscription. They are essential for cloud application providers to minimise the risk of lawsuits and penalties. Terms, limits, and liability waivers establish the relationship between the vendor and users so that both parties know exactly what is expected.
SAAS contracts can protect vendors’ interests by limiting liability in a data breach or prohibiting specific user activities, like sharing the software with others or using it to commit illegal actions. It’s not uncommon for providers to have unique SAAS contracts tailored to each of their tiers, such as tiers for individual, small business, or large enterprises.
As mentioned earlier, each SAAS contract may contain distinct terms and clauses. The specific clauses in an agreement will depend on the relevant information such as the industry you serve, the products you sell, or the services you offer. Nevertheless, all cloud service agreements will share certain terms and most important for them are listed below:
Understanding SAAS contracts requires acknowledging a crucial aspect: the licensing pertains to the services and not the software itself. Consequently, most SAAS contracts do not include end-user license agreements (EULA). To ensure clarity among all parties, you will often find "scope of permitted use" or "scope of licensed access and use" clauses in place of a typical "scope of license" clause.
This clause defines and sets limitations on the rights transferred to subscribers. We have also observed that this clause usually, SAAS contract provisions for permitted use encompass the following aspects:
Under this sub clause try to explain the metric used to measure usage extent (e.g., number of users or amount of data), define the concept of a user, and stipulate penalties for any potential abuse. For instance, the agreement may allow the use of services by the entire subscriber organisation (enterprise-wide authorization), a specified number of unnamed or concurrent users, and/or specifically identified users.
In addition to the above, SAAS contracts often include a "prohibited uses" clause within the SAAS services section or as a separate acceptable use policy. This clause outlines actions that would result in the user forfeiting their access. Behaviors commonly covered in this clause include using the software for illegal activities, spamming or harassing other customers, and attempting to install viruses. It is the subscriber's responsibility to ensure that the scope of the contract adequately supports their intended current and future use of the SAAS service.
In this section, the responsibilities and obligations of the subscriber towards the service provider should be clearly outlined. This may vary substantially dispensing upon the industry, nature of SAAS, and other factors. However, most SAAS contracts include obligations such as:
These four clauses can be considered as the life-line of the contract and
cumulatively lay down the term of the agreement and the processes to renew,
suspend, or terminate the account.
Most SAAS vendors today prefer evergreen renewals that automatically renew the
agreement unless the subscriber terminates it before a specified date.
In addition to the above, this section also contains clauses related to SAAS
pricing. These clauses document the specific subscription plan, model, and
pricing chosen by the customer.
Moreover, to avoid any confusion between the parties, this clause also covers
the type of subscription pricing model, the subscription tier, the payment
schedule, and the amount to be paid each billing cycle.
SAAS contracts must include clauses to establish data ownership and each party's data security responsibilities. Cloud-based applications host a vast amount of provider- and user-generated data, making these provisions crucial.
Moreover, the SAAS Providers handling personally identifiable information (PII) or protected health information (PHI), especially in the healthcare or finance industries, must ensure that their data ownership and security clauses are well-defined. These clauses should also cover aspects related to data protection procedures, security breach protocols, and compliance with data protection rules and include provisions such as:
This clause defines the circumstances under which the SAAS provider may be held accountable for damages to their customers and also sets the maximum amount they would be liable to pay.
Even though each of these clauses is unique to suit the solutions offered by the SAAS provider in question, per our observations, most contracts would include at least the following two Provisions:
Eventhough, there are many situations Where SAAS provider may be held liable for circumstances such as service outages, data breaches or breach of contract, this clause tries to exclude the indirect, consequential, or special damages that may be caused to the Subscribers.
This provision sets a limit on the maximum amount they would be liable
to pay. This maximum liability serves as a safeguard for the SAAS
provider, ensuring that they do not face disproportionate financial
burdens due to unexpected events beyond their control.
The maximum liability specified in the SAAS agreement is typically based
on careful consideration of various factors:
In conclusion, by addressing these crucial provisions in the SAAS agreement, both providers and subscribers can ensure clarity, protect their rights, and maintain a successful and mutually beneficial business relationship.
SAAS Agreement
This Software as a Service Agreement ("Agreement") is executed between the
Subscriber and [Provider Name], with its principal place of
business/residence at [Provider Address] ("the Provider"), effective from
the date the Subscriber commences using the SAAS.
This Agreement outlines the terms and conditions governing a Subscriber's
use of the Provider's application and related Services ("SAAS"). By
accessing the SAAS, the Subscriber acknowledges and accepts the binding
nature of these terms. If the Subscriber does not agree with any provisions
of this Agreement, the Subscriber may not access or use the SAAS.
"Account" - refers to any Accounts or instances created by, or on behalf of, the Subscriber or its Affiliates with the Provider.
"Affiliate(s)" - pertains to entities that directly or indirectly control or are controlled by, or are under common control with, the Party. This control may be exercised through the ownership of voting securities, contractual arrangements, or otherwise.
"Agent" - denotes an individual authorised to use the Service through the Subscriber's Account as an Agent, Account Provider, or Administrator.
"Agreement" - refers to this Software as a Service Agreement, including all annexes, schedules, and amendments.
"Associated Services" - encompasses products, services, features, and functionality designed to be used with the Services but not included in the subscribed services.
"Effective Date" indicates when this Agreement comes into effect and binds both Parties.
"End-User" - signifies any person or entity other than the Subscriber or Agents with whom Subscriber, Agents, or other end Subscribers interact using the Service.
"Provider" - designates the company or entity offering the Software and is a Party to this Agreement. It may also be referred to as "Us," "We," or "Our."
"SAAS" - pertains to the products and services used or ordered by the Subscriber online through any medium, on a trial or paid basis, as defined in the next section. This includes applicable software, updates, API, documentation, and all Associated Services provided under this Agreement. We reserve the right to modify the name, prices, and description of the Service.
"Service Data" - refers to electronic data, text, messages, communications, or other materials submitted to and stored within a service by the Subscriber, Agents, and End-Subscribers in connection with the use of the service. However, this excludes the contact details of the Agent.
"Service Fee" - designates the Service Fee paid by the Subscriber to the Provider for the Subscription of the SAAS, as specified under this Agreement.
"Subscriber" - denotes the Party purchasing/subscribing to the SAAS, as indicated on the service order/invoice. It may also be referred to as "You" or "Your."
"Website" - signifies a website operated by the Provider at including any mobile apps or other software forming part of the SAAS.
The Subscriber agrees that its purchases are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments by the Provider regarding future functionality or features.
The Provider reserves the right to modify the features and functionality of the Services during the term of the Subscription. In the event of the deprecation of any material functionality, the Provider will provide advance notice of 30 (thirty) working days to You.
Access to certain Services is restricted to authorised personnel with valid credentials. The Account credentials of Agent-based Accounts shall not be shared, and a single Account shall not be used by multiple individuals simultaneously.
The Subscriber shall uphold the limitations set out under this Agreement or order form. In case the Subscriber exceeds the specified subscription limit, an additional Service Fee may be charged for such usage.
The provision and use of SAAS in certain jurisdictions are subject to certain Region Specific Terms. Furthermore, some elements of the SAAS may be provided by third-party service providers.
If You purchase any additional services or packages from Us, this Agreement will apply to all additional orders and features that you activate within your Account.
You must be at the age when you have the legal rights and responsibilities of an adult in the jurisdiction where You reside and from which You use the Services. If You are below that legal age then you may only use the Service under the supervision of a parent or guardian.
The Subscriber can use some Services for free for a limited time or on a trial basis. Till the end date of your free subscription or the start date of the paid subscription (whichever comes first), you can avail the free service for the same.
The Subscriber agrees to follow the free service's limits, such as storage, user limit, and bandwidth. Also, the subscriber needs to export all the data before their free period or trial period ends, if they failed to do so then in that case, the data will be lost once the trial or free period ends.
The Provider shall provide the Subscriber with a setup service for the SAAS, as described in the Order Form. The setup service shall include installing, configuring, testing, and training the Customer's authorised users on the SAAS.
The setup service shall be completed within the time frame specified in the Order Form or as otherwise agreed by the parties in writing. The Customer shall cooperate with the Provider and provide all necessary information, access, and assistance for the setup service.
The Customer shall pay the Provider the setup fee as outlined in the Order Form per the payment terms of this Agreement.
The Service will be available to you subject to this Agreement and the applicable order(s). The Provider will use commercially reasonable efforts to make the Service available 24 hours a day and seven days a week, except during the planned downtime with advance notice to You or the occurrence of a Force Majeure Event.
The Provider shall use commercially reasonable efforts to provide the Customer with technical support for the SAAS per the terms and conditions of this Agreement.
The Provider shall provide the Customer with a dedicated support email address and a web-based ticketing system for reporting and tracking any issues or requests related to the SAAS.
The Provider shall also provide the Customer access to online documentation, FAQs, tutorials, and other resources for effectively using the SAAS. The Provider does not guarantee that the SAAS will be error-free, uninterrupted, or meet all of the Subscriber's requirements or expectations.
By utilising our services, you agree not to participate in any unlawful or prohibited activities that could harm our platform, services, or overall business reputation.
Please refrain from engaging in any activities that may result in excessive bandwidth consumption, degrade the overall performance of our services, or disrupt the platform's functioning. Such actions can adversely affect other users' experiences, which we strive to prevent.
Using our services for competitive benchmarking or developing a product or service that directly competes with ours is strictly forbidden. We encourage fair competition but expect our users to respect intellectual property and refrain from exploiting insider knowledge gained from using our services.
You are hereby expressly prohibited from using our SAAS for any type of harassment, abuse, threats, or any violations of legal rights.
Engagement or participation in fraudulent activities, illegal gambling activities, sweepstakes, or pyramid schemes using our services is strictly not allowed. We encourage ethical conduct and compliance with all relevant laws and regulations.
Publication or distribution of obscene or defamatory material using our services is prohibited.
The unauthorised gathering of personal information about individuals is strictly forbidden under our acceptable use policy. We will emphasize the importance of respecting others' personal data.
You are explicitly prohibited from using our SAAS and its content for the following purposes:
When using our SAAS, we want to make sure you're well-informed about your responsibilities. To ensure a smooth and secure experience, let's dive into the subscriber obligations that we kindly ask you to adhere to:
Please provide accurate, complete, and up-to-date contact and billing information. Keeping things current ensures seamless communication between us.
Your username and password are like golden keys, so guard them with confidentiality. Treat them like your treasure, and never share them with anyone else.
The safety and security of your identifying information are paramount. Please ensure its safeguarding and let us know if any changes occur to avoid confusion.
We understand that unfortunate incidents can happen, so in case your credentials are compromised, let us know immediately in writing. Together, we'll tackle the issue promptly.
Just like your identifying information, the billing details you provide must be accurate and kept confidential. Any misuse or fraudulent activity will not be tolerated and may lead to termination.
We are committed to operating within the boundaries of the law, and we expect the same from you. Please ensure that your use of our services complies with all applicable laws, regulations, and privacy notices.
When handling any personal data through our services, we request you to comply with all applicable data protection and privacy laws.
The term of service refers to the duration during which the service agreement remains valid. It begins upon the commencement of a valid subscription and continues until the agreement is terminated, either by fulfilling all obligations or by an early termination. The specific length of the term is determined by the terms specified in the service order or invoice.
In the case of a recurring subscription scheme, when an existing plan expires, an amount equivalent to the Software as a Service (SAAS) fee will be automatically deducted. The subscriber needs to ensure a successful payment process. Failure to make the payment within the stipulated 15 (fifteen) calendar days from the due date may result in the suspension or termination of the subscription.
Either party involved in the service agreement has the right to terminate the account and subscription at the end of the current subscription term. To initiate the cancellation process, the subscriber must provide the other party with a notice period of 30 (Thirty) calendar days to the other party.
The following steps can be taken to cancel the subscription:
The service agreement can be ended by the Provider if in case the Subscriber commits a breach of any terms that are outlined in the contract. This includes but is not limited to, infringing upon the Provider's or a third party's intellectual property rights, failure to comply with applicable laws or legal obligations, and publishing or distributing illegal material. In any such cases, the agreement may come to an end and also Subscriber may face the consequences.
Any party can end the SAAS Agreement if the other party commits a
material breach of the terms specified or fails to comply with other
agreements or applicable laws.
If such a breach remains unresolved for more than 15 (fifteen) calendar
days, or if the other party becomes subject to bankruptcy or insolvency
proceedings, termination is permitted. In the event of a termination by
the subscriber under this clause, a refund for any prepaid service fees
covering the remaining subscription term will be provided. Conversely,
if the subscription is terminated by the Provider in accordance with
this clause, the subscriber must settle any unpaid service fees for the
remainder of the subscription term.
If the Subscriber terminates or cancels the subscription plan before the subscription term ends then in this case there will be no refund or credit granted to them for subscription charges, service fees, or payments.
Upon termination of the service agreement, specific provisions are expected to endure and maintain their full force and effect. Both parties involved will remain bound by this agreement as long as the subscriber retains access to SAAS or other related.
In the case of a paid subscriber, upon written request, the Provider will make service data available for export or download to the subscriber for 10 (Ten) calendar days following the effective date of termination, expiration, or migration of the account. However, this access to service data is subject to certain conditions. Service data that has been deleted by the terms outlined in the agreement or due to a violation of applicable laws or legal orders may not be retrievable. Furthermore, it is important to note that the Provider will have no obligation to retain the service data beyond the specified period unless required by applicable laws.
It is hereby agreed that the Subscriber shall retain all rights, titles, and interests in any data or information submitted, uploaded, or transmitted by the subscriber or its authorised users. It is also agreed that the Provider will use reasonable efforts to ensure that the Subscriber's data remains secure and protected within our systems.
When you choose our services, you grant the Provider a limited, non-exclusive, worldwide, and royalty-free license to process your End-User Data. This license is essential for us to deliver an exceptional service experience and fulfill our obligations under the Agreement and relevant laws.
To fortify the security of our systems, we employ cutting-edge firewalls and advanced virus screening software. These measures act as the first line of defence against unauthorised access and potential threats. Regular updates to the firewall and virus definitions ensure that our security infrastructure remains robust and up-to-date.
We enforce strict access control mechanisms to limit entry to the Provider System and SAAS. Through the implementation of secure logon identification and password protocols, we ensure that only authorised individuals can access the systems. Furthermore, we employ encryption techniques to safeguard sensitive data during transmission, adding an extra layer of protection against potential breaches.
Our security framework includes sophisticated intrusion detection systems, allowing us to promptly identify any unauthorised attempts to access our systems. In the event of a security incident, we maintain comprehensive incident logs, providing valuable insights for investigations and remedial actions.
Staying vigilant is crucial in the ever-evolving landscape of cybersecurity. We prioritise the application of current security patches, virus definitions, and other updates to ensure that our systems remain resilient against emerging threats. By promptly addressing vulnerabilities, we minimise the risk of security breaches and protect our subscribers' data.
We adhere to a policy of limited access to Subscriber Data and Confidential Information. Only employees or subcontractors who require access to fulfill their service obligations are granted permission. Prior to accessing such data, all personnel undergo thorough training and are required to comply with confidentiality, security, and intellectual property provisions at a level no less stringent than those detailed in this Agreement.
As soon as there is any breach of Subscriber Data is discovered, we are committed to letting our subscribers be notified of the same within 24 hours. Our team will work closely with the subscriber to investigate and promptly remedy the breach in a diligent and efficient manner. There will be no disclosure of any security breaches to third parties without their written permission prior as we understand the sensitivity of such incidents, except where strictly required by applicable law. In the event that disclosure is necessary, we will collaborate with the subscriber to minimize any potential adverse impact on their operations.
In situations where access to the Subscriber's computer or electronic data storage systems is required for us to fulfill our obligations, we strictly limit such access to the specific tasks at hand. Our personnel with authorised access undergo a strict vetting process and are bound by confidentiality agreements. We maintain a record of the individuals granted access and notify the subscriber of their identities. Furthermore, we adhere to the Provider Code of Conduct and any other policies set forth by the subscriber, including the Subscriber Information Security Policy and the Required Information Security Controls.
We understand the importance of compliance with business control and information protection policies. Therefore, we ensure that our access to subscriber systems aligns with the guidelines provided by the subscriber. Additionally, we strictly prohibit any unauthorised use of Subscriber assets, property, or systems. Our commitment to maintaining the highest security standards extends to remote access scenarios as well. We warrant that remote access to the Subscriber's system from a networked computer will only occur through a firewall protected by a dedicated 24/7 administrative staff. This firewall will meet the certification standards of the International Computer Security Association (ICSA) or an equivalent certification recognized by the Subscriber, particularly for ongoing connections such as frame relay or T1 lines.
When you engage with the SAAS and its associated services, it is vital to recognise that your participation is entirely voluntary and at your own risk. The provider explicitly disclaims any express or implied warranties, including fitness for a specific purpose and merchantability. The interaction with the SAAS also comes with some inherent risks, as listed below:
Technical risks refer to potential interruptions, delays, or unavailability of the SAAS due to hardware, software, or network failures. Although we strive for uninterrupted service, occasional technical difficulties may occur.
Compatibility risks encompass any incompatibility between the SAAS and your hardware, software, or network environment. We recommend reviewing our system requirements to ensure seamless integration and optimal performance. Our support team is also available to assist you in addressing any compatibility concerns.
Security risks pertain to the protection of your data and the prevention of
unauthorised access, data breaches, or loss of data. The Provider prioritises
the security of your information and employ robust measures to safeguard it and
our dedicated security team continuously monitors and updates our systems to
mitigate potential threats.
By using the SAAS, you voluntarily accept and assume all risks associated with
its utilisation. The Provider emphasizes that we shall not be held liable for
any damages, losses, or harm arising from or related to the inherent risks of
SAAS and thus, the Providers encourages you to familiarise yourself with our
terms of service and exercise caution while using our services.
The Provider would like to clarify that the SAAS and the services we offer are
provided for informational purposes only. We want to make it clear that any
information posted on our website is not intended to be legal advice, medical
advice, or financial advice.
Furthermore, no fiduciary relationship is created between you and the Provider.
It is essential to acknowledge and understand this limitation.
By purchasing any of our services on the website or a third party platform, you
acknowledge that it is at your own risk. The Provider does not assume
responsibility or liability for any advice or other information provided on the
platform. We recommend consulting professionals for specific guidance tailored
to your individual needs.
During the subscription term, subscribers may submit service data into the SAAS. By doing so, subscribers grant the Provider a limited, non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and display the service data solely for the purpose of providing the SAAS and fulfilling obligations under this agreement.
The provider does not warrant that the SAAS or its related services will meet your specific requirements. Moreover, they make no assurances regarding uninterrupted, error-free, or secure services. It is important to be aware of these limitations when utilising the SAAS.
In the event of any damage or data loss resulting from your use of the SAAS or services, you bear sole responsibility. The provider cannot be held liable for such damages or losses, emphasising the need for robust data protection measures on your part.
All information, software, products, services, and related graphics provided with the SAAS are presented "as is" and "as available." No warranties, expressed or implied, accompany these offerings.
The Provider explicitly disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. This stance applies to any dealings, usage, or trade practices involving the SAAS.
The provider does not assert the suitability of the information, tools, add-ons, etc., featured on the Website for any specific purpose. The inclusion or offering of services on the website does not imply endorsement or recommendation by the Provider.
The Provider does not guarantee uninterrupted, timely, secure, defect-free, or error-free usage. Engaging with the SAAS entails assuming these risks. Furthermore, the Provider disclaims responsibility for any content found on the website.
The Provider assumes no responsibility for the accuracy, currency, completeness, or usefulness of information, views, opinions, or advice provided by third parties or advertisers. While efforts are made to maintain consistency, the Provider cannot guarantee accuracy and disclaims liability for any resulting inconsistencies.
Occasionally, errors, inaccuracies, or omissions may be present in the website or the services, such as typographical errors or pricing discrepancies. The provider reserves the right to correct such errors, inaccuracies, or omissions at their discretion, even after you have submitted an order.
Although the Provider has implemented reasonable safeguards, they cannot guarantee absolute protection against unauthorised third-party access to your transmissions or data. The provider shall not be responsible for unauthorised access, alteration, or loss of your data or any transactions conducted through the website.
The Provider is not liable for any delays, cancellations, strikes, force majeure events, or causes beyond their direct control. They are not responsible for additional expenses, omissions, delays, or acts of any government or authority.
The Provider acknowledges the significance of transparency and effective communication. As such, the Provider commits to providing reasonable advance notice of any changes to the Agreement that may materially affect the subscriber's use of the Service or their rights. These notifications will be delivered via email, notification alerts, or any other similar methods.
If the Subscriber does not agree with the proposed modifications to the Agreement, they reserve the right to terminate the Agreement in accordance with the Term and Termination clause specified herein. This ensures that subscribers have autonomy over their decision-making process and can align their interests with the terms of the Agreement.
In the event that any part or sub-part of this Agreement is deemed ineffective or invalid by a court of law, the Subscriber agrees that the prior version of the Agreement, which was in effect and valid prior to the proposed modifications, shall be considered enforceable and valid to the fullest extent.
Subscribers are encouraged to routinely monitor the Agreement for any
modifications or variations. It is essential to refer to the Effective Data
posted at the top of the Agreement to stay updated on any changes. Subscribers
should clear their cache when accessing the Agreement to avoid viewing a prior
version and ensure they have the most recent information.
By continuing to use the SAAS after any modifications to the Agreement,
subscribers explicitly demonstrate their continued acceptance and agreement to
be bound by the terms outlined herein. This active engagement reaffirms the
subscriber's commitment to the Agreement and acknowledges their understanding of
its evolving nature.
Failure to monitor and review any modifications or variations of the Agreement will be considered an affirmative waiver of the subscriber's right to review the modified Agreement. It is crucial for subscribers to proactively stay informed to protect their interests and maintain a clear understanding of their rights and obligations.
In no event shall either party be liable to the other party for any direct damages, including but not limited to, loss of profits, revenue, data, business, or any other economic losses arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.
Neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement, including, without limitation, loss of goodwill, reputation, or business interruption, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.
The maximum aggregate liability of either party for any claims, damages, losses, or liabilities arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the customer to the service provider under this Agreement during the 12 (twelve) months immediately preceding the event giving rise to the claim.
The limitations of liability stated in this Clause shall not apply to liability arising from
Each party agrees to indemnify, defend, and hold the other party harmless from and against any and all third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement or the use of the SAAS platform in violation of applicable laws or regulations.
Any claim or cause of action arising under or in connection with this Agreement must be made in writing within 6 (six) months after the occurrence of the event giving rise to such claim.
Each party represents and warrants to the other that it owns full power and authority to enter into this Agreement. Furthermore, it assures that the Agreement is binding and imposed in accordance with its terms. Additionally, you warrant and represent that you have the authority to ensure your allied compliance with the terms stated herein.
This Agreement, along with all related communications, notices, and documentation, shall be conducted in the English language. While translations may be provided for convenience or informational purposes, they are not guaranteed to be accurate or complete. In the event of any discrepancies or conflicts, the English version of this Agreement shall prevail.
By utilising the SAAS or Services, you agree that any matter or dispute relating
to or arising out of this Agreement, as well as any dispute of any kind that may
arise between you and the Provider, shall be governed by the laws of India.
The Parties mutually agree that any dispute arising from or relating to this
Agreement shall be settled in accordance with the provisions of the Arbitration
and Conciliation Act, 1996, or any statutory modification or re-enactment
thereof in force at the time.
The Parties shall mutually appoint a single Arbitrator, with each Party bearing
its own costs and fees for the arbitration. The arbitration shall take place at
New Delhi and the language used in the arbitration proceedings shall be English.
The Agreement shall be governed by the laws of India, and the courts of New
Delhi shall have exclusive jurisdiction.
The Subscriber is prohibited from assigning, transferring, or delegating any
rights or obligations under this Agreement without the prior written consent of
the Provider.
However, the Provider retains the right to assign or transfer this Agreement,
either in whole or in part, to any affiliated entity or in connection with a
merger, acquisition, or sale of assets. Any attempted assignment in violation of
this clause shall be deemed null and void. This Agreement shall be binding upon
the parties and their respective successors and permitted assigns.
If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts shall be enforced to the maximum extent possible. The parties agree to replace the severed provision with a valid and enforceable provision that reflects the original intent of the Agreement to the fullest extent possible.
No failure or delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or the exercise of any other right, remedy, power, or privilege under this Agreement.
Any waiver of any right, remedy, power, or privilege under this Agreement shall be effective only if it is in writing and signed by the party granting the waiver. Any such waiver shall be limited to the specific provision waived and shall not be deemed to be a waiver of any other provision or any subsequent breach or default.
The rights, remedies, powers, and privileges provided in this Agreement
are cumulative and not exclusive of any rights, remedies, powers, or
privileges provided by law or in equity.
The provisions of this Clause shall continue in full force and effect
even if any other provision of this Agreement is found to be invalid,
unenforceable, or terminated.
In the event that either party grants a waiver in a specific instance, such waiver shall not be construed as a waiver of any other or future rights, remedies, powers, or privileges, whether similar or dissimilar in nature.
Any waiver granted under this Clause may be revoked in writing at any time by the party that granted the waiver, and such revocation shall be effective as of the date specified in the revocation notice.
No act, delay, or omission by either party, or its agents or representatives, in the exercise of any right, remedy, power, or privilege under this Agreement shall be deemed to constitute a waiver of that party's rights, remedies, powers, or privileges, or a waiver of any subsequent breach or default.
Force Majeure shall mean any event or circumstance beyond the reasonable control of either party, which makes it impossible or impracticable for that party to perform its obligations under this Agreement. Such events may include, but are not limited to, acts of God, natural disasters, fires, floods, earthquakes, explosions, wars, riots, civil unrest, acts of terrorism, labor disputes, strikes, lockouts, epidemic, pandemic, governmental actions, and any other events or circumstances that are unforeseeable and unavoidable.
In the event of a Force Majeure Event, the affected party shall provide written notice to the other party within a reasonable period, describing the nature of the Force Majeure Event, its expected duration, and the impact it may have on the performance of its obligations under this Agreement.
During the continuation of a Force Majeure Event and to the extent that it hinders the affected party from fulfilling its obligations under this Agreement, the performance of those obligations shall be suspended, and the affected party shall be excused from any resulting delay or non-performance. The affected party shall make reasonable efforts to mitigate the effects of the Force Majeure Event on its performance.
If a Force Majeure Event persists for a period that prevents the affected party from performing its obligations for more than a reasonable duration, the parties shall consult in good faith to determine whether the Agreement needs to be amended, or the affected party shall be granted an extension of time to perform its obligations.
If a Force Majeure Event substantially affects the feasibility of the Agreement or if the parties are unable to reach an agreement on the appropriate course of action, either party may have the right to terminate this Agreement upon written notice to the other party, without incurring any liability for such termination.
The occurrence of a Force Majeure Event and any resulting delay or non-performance shall not constitute a breach of this Agreement by the affected party, and the affected party shall not be liable for any damages or losses arising directly or indirectly from such events or circumstances.
During the Force Majeure Event, the parties shall continue to perform their obligations under this Agreement to the extent that it is reasonably practicable to do so and not affected by the Force Majeure Event.
Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event on the performance of this Agreement.
Except as expressly provided in this Clause, the Force Majeure Event shall not affect any other rights or remedies available to the parties under this Agreement or applicable law.
Signed and delivered by the within-named parties:
The Provider
Signature: ____________________________________________
Date: _________________________
The Subscriber
Signature: ____________________________________________
Date: _________________________
