Representative experience / Issue
Technology · International Contracts
International SaaS B2B contract for a technology company
Drafting a standard service provision and software license agreement for a SaaS provider that markets its platform to business clients in different markets.
The commission
The software already existed. What was missing was the contract to sell it properly.
The company had a working SaaS platform and served enterprise clients in various markets. It needed a standard contract that it could use as the basis for its business relationship.
This wasn't about documenting a custom development. The product belonged to the supplier and would remain so.
The contract had to order two things at once: the continued provision of the service and the client's right to use the software within the agreed limits.
There was also a particularly sensitive issue for the company: the data that entered, circulated, and remained on the platform.
The crux of the matter
In a SaaS, the contract doesn't end where the software begins.
The customer accesses a tool. During that use, many other things happen.
It was necessary to clarify what service the provider offered, what use the client could make of the software, and what regulations applied to the data processed through the platform.
Provision of services and license
The customer contracts a service, but also receives a right of use
What does the supplier commit to providing?
The contract had to describe the contracted service, access to the platform, operation, support and other obligations assumed by the provider.
The clearer the scope, the less room there is for the client to turn a business expectation into an obligation that was never agreed upon.
What can the client do with the software?
Access to SaaS does not imply transfer of ownership of the software. The contract must define the authorized use and any applicable restrictions.
This separation is especially important when the same product is marketed repeatedly to multiple customers.
Facts & figures
The important question wasn't just where the data was. It was what each party could do with it.
In a SaaS platform, data can have different origins and functions. Some belongs to the client's operations. Others are necessary for the provider to deliver the service.
The contract had to draw a clear line between using the data to provide the service and using it for other purposes.
It also had to anticipate what would happen to the information during the relationship and when the contract ended.
When personal data is involved
Customer data and personal data are not equivalent categories
A SaaS contract can regulate large volumes of information without all of it being personal data. When personal data is processed, it is also necessary to identify the role each party plays.
If the supplier processes personal data on behalf of its client, the GDPR requires that this relationship be regulated by a contract or other legal act in accordance with Article 28.
This regime covers issues such as the instructions of the responsible party, confidentiality, security measures, use of sub-processors and processing of data at the end of the service.
In international business, it may also be necessary to analyze whether there are international transfers of personal data. This depends on how the service actually operates, not just on the country where the client is located.
Standard contract for growth
A standard contract should not become a blind contract
The goal was to have a repeatable contractual basis. That doesn't mean assuming that all clients, uses, and countries pose the same risk.
What information passes through the service
The contractual arrangement must be compatible with the actual way in which the product accesses, stores, uses, or returns information.
What's included and what's not
Product features, support, additional services, and limitations must be sufficiently clear so that the contract remains manageable as the customer base grows.
What risk does the supplier actually assume?
The contract must distribute responsibility in a manner consistent with the service, the price, the agreed use, and the risks that each party can control.
What happens when the relationship ends
Termination of access, outstanding obligations and information processing should not be left until the moment the client decides to leave.
RRYP Global Intervention
Intervention criteria
Understanding how SaaS works
The contract should be based on the actual product, how it is provided, and how customers use it.
Separate service and right of use
Distinction between the obligations inherent in the provision and the contractual permission to use the software.
Organize the data regime
Definition of the contractual rules on access, use, storage and processing of information related to the service.
Define the supplier's risk
Setting up obligations, responsibilities, and termination in a manner consistent with a recurring B2B SaaS model.
Design a reusable base
Preparation of a standard contract capable of serving as a starting point for contracting with clients from different markets.
08 / Result
A SaaS contract designed to support product growth.
RRYP Global prepared a standard service provision and software license agreement for B2B supplier contracting.
The document made it possible to organize, on a single contractual basis, access to the service, use of the software, data management, and the main risks of the relationship with its clients.
SaaS and technology procurement
The best time to organize the contract is before each client starts negotiating a different one.
When a technology company begins to grow outside its initial market, contractual exceptions tend to multiply.
Having a well-built foundation allows you to negotiate from a clear position: what is loaned, what is licensed, what happens to the data, and what risks the provider is willing to take.
RRYP Global advises technology companies that need to convert their product and business model into contracts usable in an international activity.
To raise an issue
If the SaaS is already working but the contract has fallen behind, the problem ends up appearing with each new sale.
In the first legal meeting, RRYP Global analyzes the product, the B2B model, the use of data, current contracting and the markets in which the company operates to define the scope of the contract review or drafting.
Acceptance of a new matter is subject to availability, verification of conflicts of interest, and prior definition of the scope of intervention.
The experience is presented in a deliberately limited manner. RRYP Global has omitted or generalized circumstances whose disclosure is not necessary to understand the legal nature of the matter or that, individually or considered together, could help identify the company, its technology, its customers, its data model, or its business relationships.