Software as a Service (SAAS) Agreement for Sofware Companies Based Out of India

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  • Category: Business
  • Used: 1142 times
  • Last Revision: July 2023
  • Legal Jurisdiction: India
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Sample Agreement or Contract for Software as a Service (SAAS) Agreement for Sofware Companies Based Out of India

Things we covered for you

  1. What is a SAAS Agreement?

  2. Contrasting SAAS Agreement and Licensing Agreement

  3. What are the Advantages of SAAS?

  4. Why do companies providing SAAS need a contract?

  5. What are the major provisions of this SAAS Agreement?

  6. Sample Agreement / Contract Template

What is a SAAS Agreement?

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.

What was the first SAAS Software

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.

Contrasting SAAS Agreement and Licensing Agreement

What was the first SAAS Software

Although both SAAS agreements and licensing agreements revolve around software usage, fundamental differences set them apart, as listed below:

Difference #1: Software Ownership

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.

Difference #2: Delivery Model

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.

What are the Advantages of SAAS?

Cost-Effectiveness and Flexibility

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.

Scalability and Accessibility

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.

A Win-Win Proposition for Both Parties

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.

Why do companies providing SAAS need a contract?

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.

What are the major provisions of this SAAS Agreement?

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:

What was the first SAAS Software
  1. Scope of Permitted Use

    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:

    1. The SAAS:While drafting this clause, clearly identify the specific service applications available to customers and clarify that they do not possess the right to a physical copy of the software.
    2. Non-exclusivity:This provision allows multiple customers to use the SAAS services in a multi-tenant software service distribution model, where customers share the software application through a single database, while each tenant's data remains isolated and invisible to others.
    3. The Territory of Permitted Access And Use:Negotiation opportunities often arise in B2B deals, as worldwide permission could prove more expensive than a contract limited to North America and Europe.
    4. Transfer and Assignment:In addition to the above, SAAS contracts typically either prohibit or impose restrictions and conditions on transferring subscriber rights.
    5. Purpose, use, market, or field of use restrictions:For example, subscribers may be limited to using the application for a specific industry or incorporated status, such as Non profit or Education.

  2. Acceptable Use Policy

    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.

    Express list of Prohibited Uses

    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.

  3. Subscriber Obligations

    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:

    1. Provide complete and updated information;
    2. Guarding their credentials;
    3. Complying with laws and regulations applicable on them while using the SAAS.

  4. Term, Termination, Renewal, and Suspension

    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.

  5. Data Ownership and Security Measures

    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:

    1. Firewall protection and virus screening software;
    2. Access control and encryption;
    3. Intrusion detection systems and incident logging;
    4. Prompt application of security patches and updates;
    5. Restricting access to subscriber data;
    6. Notification of security breaches;
    7. Access to subscriber systems;
    8. Compliance and additional prohibitions;

  6. Limitation of Liability

    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:

    1. Exclusion of indirect, consequential, or special damages:

      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.

    2. Maximum Liability of the SAAS Provider:

      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:

      1. Nature of Service;
      2. Subscription Cost;
      3. Industry Standards;
      4. Bargaining Power.

      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.

Sample Agreement / Contract Template

Software as a Service (SAAS) Agreement for Sofware Companies Based Out of India

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.

Free or Trial Subscription

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.

Setup Service

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.

Maintenance Service

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.

Support Service

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.

Bandwidth Usage and Performance:

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.

Competitive Benchmarking and Product Development:

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.

Harassment and Abuse:

You are hereby expressly prohibited from using our SAAS for any type of harassment, abuse, threats, or any violations of legal rights.

Fraudulent Activities, Unlawful Gambling, Sweepstakes, or Pyramid Schemes:

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.

Obscene or Defamatory Material:

Publication or distribution of obscene or defamatory material using our services is prohibited.

Unlawful Gathering of Information:

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.

Prohibited Uses:

You are explicitly prohibited from using our SAAS and its content for the following purposes:

  1. Engaging in any unlawful activities.
  2. Soliciting others to engage in illegal acts.
  3. Infringing on any third party's intellectual property or proprietary rights.
  4. Violating local, federal, or international laws, statutes, ordinances, or regulations.
  5. Engaging in abusive, invasive, or harmful conduct towards others.
  6. Posting defamatory, threatening, indecent, abusive, obscene, or pornographic content.
  7. Uploading or transmitting viruses or malicious code.
  8. Collecting or tracking personal information without consent.
  9. Damaging or impairing the platform's functionality.
  10. Engaging in spamming, phishing, or other unethical practices.


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:

Complete and Up-to-Date Information

Please provide accurate, complete, and up-to-date contact and billing information. Keeping things current ensures seamless communication between us.

Guard Your Credentials

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.

Security of Identifying Information

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.

Rapid Response to Compromised Credentials

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.

Billing Information Protection

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.

Compliance with Laws and Regulations

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.

Data Protection and Privacy

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.

Recurring Subscription and Payment

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.

Termination by Either Party

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:

  1. Termination by the Provider

    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.

  2. Termination for Material Breach or Insolvency

    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.

No Refunds for Early Termination

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.

Survival of Provisions

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.

Data Access upon Termination

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.


Your Ownership of End-User Data

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.

Limited License to Process End-User Data

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.

Firewall Protection and Virus Screening Software

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.

Access Control and Encryption

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.

Intrusion Detection Systems and Incident Logging

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.

Prompt Application of Security Patches and Updates

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.

Restricting Access to Subscriber 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.

Notification of Security Breaches

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.

Access to Subscriber Systems

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.

Compliance and Additional Prohibitions

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

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

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

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.

Informational Purposes Only

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.

IP License for Providing SAAS

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.

No Guarantees for Meeting Your Needs

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.

User Accountability for Data and System Safety

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.

Information, Products, and Services on an "As Is" Basis

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.

Disclaiming All Implied Warranties

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.

Lack of Endorsement for Products and Services

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.

No Warranty for Uninterrupted, Timely, or Error-Free Use

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.

No Guarantee for Accuracy of Third-Party Information

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.

Rectifying Inadvertent Errors

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.

Safety Measures and Unauthorised Access

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.

Limitations Due to External Factors

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.


Timely Notification of Modifications

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.

Subscriber's Right to Terminate

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.

Enforceability of Prior Agreement Versions

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.

Monitoring and Noting Modifications

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.

Waiver of Review Rights

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.


Limitation of Direct Damages

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.

Exclusion of Consequential and Indirect 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.

Maximum Liability

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

  1. intentional misconduct or willful negligence,
  2. death or personal injury caused by either party's negligence, or
  3. any statutory liability that cannot be excluded or limited by law.


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.

Notice of Claims

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.

Jurisdiction, Venue & Governing Law

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 Waiver

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.

  1. Written Waiver:

    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.

  2. Continuing Validity:

    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.

  3. Limited Waiver:

    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.

  4. Revocability:

    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.

  5. Affirmative Acts:

    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

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.

  1. Notice:

    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.

  2. Performance Excused:

    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.

  3. Time Extension:

    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.

  4. Termination:

    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.

  5. No Breach:

    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.

  6. Continuing Obligations:

    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.

  7. Mitigation:

    Both parties shall use reasonable efforts to mitigate the impact of the Force Majeure Event on the performance of this Agreement.

  8. Force Majeure Exclusivity:

    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: _________________________

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Frequently Asked Questions

The SAAS Agreement is a legally binding contract between the Subscriber and the Provider that outlines the terms and conditions governing the use of the Provider's application and related Services.

The Software as a Service Agreement outlines the terms and conditions governing a Subscriber's use of the Provider's application and related services cumulatively referred to as the SAAS under the agreement.

No, it is clearly stated in the agreement that if the Subscriber disagrees with the Agreement as a whole or any part therein, they must refrain from using the SAAS.

The "Subscriber" refers to the Party purchasing or subscribing to the SAAS. It could be an individual or an organisation using the Services provided by the Provider.

An "Account" is a unique instance created by or on behalf of the Subscriber or its Affiliates with the Provider. It allows access to the SAAS and its functionalities.

The "Effective Date" refers to the date when the SAAS Agreement comes into effect and binds both Parties, the Subscriber, and the Provider.

Yes, the Subscriber must be of legal age in the jurisdiction they reside in to use the Services. Minors can only use the Service under the supervision of a parent or guardian.

In case the Subscriber exceeds the specified subscription limit, an additional Service Fee may be charged for such usage.

Yes, the Provider reserves the right to modify the features and functionality of the Services during the term of the Subscription. Advance notice of 30 (thirty) working days will be provided in the event of deprecation of any material functionality.

The Maintenance Service ensures that the Service will be available 24/7, except during planned downtime with advance notice or due to a Force Majeure Event.

The Setup Service provided by the Provider includes installing, configuring, testing, and training the Customer's authorised users on the SAAS as described in the Order Form.

Yes, the Subscriber can use some Services for free for a limited time or on a trial basis. However, they must abide by the usage limits specified for the free service.

At the end of the free or trial period, the Subscriber must either switch to a paid subscription or lose access to the data associated with the free period.

The Acceptable Use Policy prohibits unlawful activities, excessive bandwidth consumption, competitive benchmarking, harassment, fraud, dissemination of obscene or defamatory material, unlawful gathering of information, and other unauthorised uses.

Violating the Acceptable Use Policy may lead to termination of access to the SAAS and possible legal consequences.

Subscriber obligations encompass providing accurate, complete, and up-to-date contact and billing information. Safeguarding login credentials and identifying information, promptly reporting any compromised credentials, and adhering to all applicable laws and regulations are essential responsibilities.

Both the subscriber and the provider have the right to terminate the account and subscription at the end of the current subscription term. The subscriber needs to provide a notice period of 30 calendar days to the other party to initiate the termination process.

Upon termination, paid subscribers can request their service data for export or download within ten calendar days following the effective date of termination. However, certain conditions apply, and the provider may not be obligated to retain the service data beyond the specified period.

The provider ensures the security of subscriber data through firewall protection, advanced virus screening software, access control mechanisms, encryption during transmission, intrusion detection systems, and comprehensive incident logging.

The Provider offers technical support through a dedicated support email address and a web-based ticketing system. Additionally, online documentation, FAQs, tutorials, and resources are available for effective usage of the SAAS.

The system activities and network traffic are monitored so that if any unauthorised attempts are made to access a computer network can be identified is done by Intrusion Detection System (IDS). They play a crucial role in maintaining security by promptly detecting and alerting potential security breaches, allowing timely investigation and response.

Incident logs are comprehensive records of security incidents that occur within a system. These logs provide valuable insights for investigations and remedial actions by documenting the details of the incident, such as the time, source, and nature of the event. Analyzing incident logs helps identify the root cause of the incident, develop appropriate countermeasures, and prevent future occurrences.

Promptly applying security patches, virus definitions, and other updates is crucial for cybersecurity because it helps address vulnerabilities in software and systems. Organisations can be cured of the risk of security breaches and subscriber's data can be protected from emerging threats by staying up to date with the latest security measures.

Yes, If the Provider is unable to meet the security obligations as per agreement then subscribers have the right to bring the agreement to an end. This provision empowers subscribers to maintain control over their data security and make informed decisions to protect their interests. It ensures that subscribers have the flexibility to choose alternative solutions if their security expectations are not met.

As per the agreement the Provider must ensure limited access to Subscriber Data and Confidential Information. Only employees or subcontractors who require access to fulfill their service obligations are granted permission. Personnel undergo thorough training and must comply with confidentiality, security, and intellectual property provisions.

If a breach of Subscriber Data occurs, the agreement mandate notifying the subscriber within 24 hours. The Provider’s team will work closely with the subscriber to investigate and promptly remedy the breach.
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