SaaS Agreement Solicitors
A SaaS (software as a service) agreement is a contract under which a provider gives customers subscription-based access to software hosted in the cloud, setting out the access rights, fees, service levels, data protection, security, intellectual property, liability and renewal terms.
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Adam Bernard Solicitors drafts SaaS agreements for software start-ups and established providers, and reviews them for businesses buying subscription software.
A SaaS agreement is your product’s legal foundation. It affects how quickly you can close deals, how much risk you carry and how much your business is worth to investors.
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SaaS Agreement vs Software Licence
With SaaS, the customer receives a right to access and use software hosted by the provider, rather than a licence to install a copy. This changes the legal analysis: the agreement focuses on service availability, data hosting and security, and the customer’s rights end when the subscription ends. Copyright in the software remains with the provider under the Copyright, Designs and Patents Act 1988.
Key Clauses in a SaaS Agreement
The essential terms are access rights, users, fees and renewals, service levels, support, customer data, data protection, security, intellectual property, liability and exit.
Access and use rights – number of users, permitted purposes and restrictions.
Acceptable use – rules on misuse. See our acceptable use policy page.
Fees – subscription tiers, usage-based charges, price increases and payment terms.
Term and renewal – auto-renewal and notice periods.
Service levels and support – availability, maintenance windows and response times. See our service level agreement page.
Customer data – ownership, licence to the provider, backups and data export on exit.
Data protection – a data processing agreement where the provider processes personal data.
Security – standards, certifications and incident response.
Intellectual property – the provider’s ownership, feedback and customer content.
AI features – how customer data may be used to train or improve models.
Liability – caps linked to fees, exclusions and data breach liability.
Suspension and termination rights.
B2B SaaS and Liability Caps
In business-to-business SaaS agreements, liability caps and exclusions are standard but must be reasonable under the Unfair Contract Terms Act 1977. The Unfair Contract Terms
Act 1977 applies to standard terms. Many providers set a general cap linked to annual fees, with a separate, higher cap for data protection breaches.
Selling SaaS to Consumers
If your SaaS is sold to consumers, the Consumer Rights Act 2015 rules on digital content and services apply, and new subscription rules are expected from January 2027. The Consumer Rights Act 2015 gives consumers rights that cannot be excluded, and the subscription regime under the Digital Markets, Competition and Consumers Act 2024 will introduce reminder notices, cooling-off periods and easy exit requirements. See our ecommerce terms and conditions page.
Data Protection and International Transfers
SaaS providers almost always process personal data and frequently use sub-processors outside the UK, so data protection terms are central to a SaaS agreement. Processing must comply with the UK GDPR and the Data Protection Act 2018, as amended by the Data (Use and Access) Act 2025.
Cyber Security Expectations
Business customers increasingly require SaaS providers to meet recognised security standards. The government-backed Cyber Essentials scheme is a common baseline, alongside ISO 27001.
Structuring Your SaaS Contract Suite
Online terms of service for self-serve customers.
A master subscription agreement for enterprise deals.
Order forms recording commercial terms.
A data processing agreement.
An SLA and support policy.
An acceptable use policy and website privacy policy.
SaaS Agreement Checklist for Customers
Before signing a SaaS agreement, customers should confirm:
- Theservice and features are described and cannot be removed without
- Availabilityand support commitments meet business
- Priceincreases are
- Auto-renewal noticeperiods are
- Customerdata can be exported in a usable format on
- Personaldata processing is covered by a compliant
- Liabilitycaps are proportionate, especially for data
How Adam Bernard Solicitors Can Help
We draft SaaS agreements and complete contract suites, review providers’ terms for customers through our contract review service, and advise on white label and reseller arrangements. See all our commercial contract services.
Call 0207 100 2525 (24/7) or book a free consultation to discuss your contract.
This page is for information only and does not constitute legal advice.
Frequently Asked Questions
What is a SaaS agreement?
What is the difference between a SaaS agreement and a software licence?
Who owns customer data in a SaaS platform?
Does a SaaS provider need a data processing agreement?
Do new subscription rules apply to SaaS?
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