“**SOFTWARE AS A SERVICE (SaaS) AGREEMENT** THIS AGREEMENT is made on [DATE] BETWEEN: (1) [COMPANY NAME], a company incorporated in [COUNTRY] with registered number [REGISTERED NUMBER] whose registered office is at [REGISTERED ADDRESS] (the “”Provider””); and (2) [CLIENT NAME], a company incorporated in [COUNTRY] with registered number [REGISTERED NUMBER] whose registered office is at [REGISTERED ADDRESS] (the “”Customer””). WHEREAS: (A) The Provider has developed certain software applications which it makes available to customers via the internet on a pay-per-use basis. (B) The Customer wishes to use the Provider’s service in its business operations. (C) The Provider has agreed to provide, and the Customer has agreed to take and pay for, the Provider’s service subject to the terms and conditions of this Agreement. 1. **INTERPRETATION** The definitions and rules of interpretation in this clause apply in this Agreement. 2. **GRANT OF RIGHTS** Subject to the terms and conditions of this Agreement, the Provider grants to the Customer a non-exclusive, non-transferable right to use the Service. 3. **PROVIDER’S OBLIGATIONS** The Provider undertakes that the Service will be performed substantially in accordance with the Service Documentation. 4. **CUSTOMER’S OBLIGATIONS** The Customer shall provide the Provider with all necessary co-operation in relation to this Agreement. 5. **CHARGES AND PAYMENT** The Customer shall pay the Subscription Fees to the Provider for the User Subscriptions. 6. **PROPRIETARY RIGHTS** The Provider and/or its licensors shall, as between the parties, retain ownership of all Intellectual Property Rights in the Service and the Service Documentation. 7. **CONFIDENTIALITY** Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. 8. **LIMITATION OF LIABILITY** This clause sets out the entire financial liability of the Provider to the Customer in respect of any breach of this Agreement. 9. **TERM AND TERMINATION** This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date. 10. **FORCE MAJEURE** The Provider shall have no liability to the Customer under this Agreement if it is prevented from, or delayed in performing, its obligations under this Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control. 11. **DISPUTE RESOLUTION** If any dispute arises in connection with this Agreement, the parties agree to enter into mediation in good faith to settle such a dispute. 12. **NOTICES** Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement. 13. **GOVERNING LAW AND JURISDICTION** This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation are governed by, and construed in accordance with, the law of [COUNTRY]. 14. **ENTIRE AGREEMENT** This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. 15. **VARIATION** No variation of this Agreement shall be effective unless it is in writing and signed by the parties. 16. **WAIVER** No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. 17. **SEVERANCE** If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 18. **THIRD PARTY RIGHTS** A person who is not a party to this Agreement shall not have any rights under or in connection with it. 19. **STATUS OF PRE-CONTRACTUAL STATEMENTS** Each of the parties acknowledges and agrees that, in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person. 20. **COUNTERPARTS** This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement. IN WITNESS whereof the parties have executed and delivered this Agreement. Signed by [NAME] for and on behalf of [PROVIDER NAME] Signed by [NAME] for and on behalf of [CUSTOMER NAME] Please note that this is a basic template of a SaaS Agreement. Depending upon the specific needs and requirements of the parties involved, additional clauses and details may be necessary. Always consult with a legal professional before finalizing any contract.”