SaaS Subscription Agreement

SAAS SUBSCRIPTION AGREEMENT

This SaaS Subscription Agreement ("Agreement") is entered into as of [●] between:

1. [VENDOR COMPANY NAME], a company incorporated under the Companies Act, 2013, CIN [●], having its registered office at [ADDRESS] ("Provider"); and

2. [CUSTOMER COMPANY NAME], a company incorporated under the Companies Act, 2013, CIN [●], having its registered office at [ADDRESS] ("Customer").

1. SUBSCRIPTION AND ACCESS
1.1 Provider grants the Customer a non-exclusive, non-transferable, limited right to access and use [PRODUCT NAME] ("Platform") during the Subscription Term solely for the Customer's internal business purposes.
1.2 Subscription Plan: [PLAN NAME]
1.3 Number of Authorised Users: [●]
1.4 Subscription Term: [●] months from [START DATE] ("Subscription Term").
1.5 The Subscription Term shall [auto-renew for successive [12]-month periods / not auto-renew] unless either Party gives [30] days' written notice before expiry.

2. FEES
2.1 Subscription Fees: INR [●]/month (exclusive of GST) or as per the Order Form.
2.2 Payment: Due [in advance on the 1st of each month / annually in advance].
2.3 GST at the applicable rate shall be charged in addition to Subscription Fees.
2.4 Late payment: [1.5]% per month on amounts overdue beyond [15] days.
2.5 Provider may suspend access on [7] days' written notice for non-payment.
2.6 Fee increases: Provider may increase Fees with [60] days' written notice. Customer may terminate within [30] days of such notice if it does not accept the increase.

3. SERVICE LEVEL AGREEMENT (SLA)
3.1 Provider targets [99.5]% monthly uptime for the Platform (excluding scheduled maintenance).
3.2 Scheduled maintenance shall be notified [24] hours in advance and conducted during [11 PM – 5 AM IST].
3.3 SLA Credits:
- Uptime below 99.5% but above 99%: [5]% credit on monthly fee
- Uptime below 99% but above 95%: [10]% credit on monthly fee
- Uptime below 95%: [25]% credit on monthly fee
Credits are the sole remedy for SLA failures.

4. CUSTOMER DATA
4.1 Customer retains all ownership of data uploaded or generated by the Customer on the Platform ("Customer Data").
4.2 Provider shall process Customer Data only to provide the Platform services and as instructed by the Customer.
4.3 Provider shall not sell, share, or use Customer Data for any purpose other than service delivery, including training AI models, without express written consent.
4.4 Upon termination, Provider shall make Customer Data available for export for [30] days, after which it shall be deleted from active systems within [90] days.

5. DATA PROTECTION
5.1 Provider shall maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, breach, or loss.
5.2 Provider shall notify Customer of any personal data breach (as defined under the Digital Personal Data Protection Act, 2023) within [72] hours of becoming aware.
5.3 Each Party shall comply with applicable data protection laws including the Digital Personal Data Protection Act, 2023.

6. INTELLECTUAL PROPERTY
6.1 Provider retains all rights in the Platform, including all underlying software, algorithms, models, and documentation.
6.2 Customer retains all rights in Customer Data.
6.3 Feedback and suggestions provided by Customer may be used by Provider to improve the Platform without obligation.
6.4 Provider may use Customer's name and logo as a reference customer with prior written consent.

7. ACCEPTABLE USE
Customer shall not: (a) reverse-engineer, decompile, or disassemble the Platform; (b) resell or sub-license access to the Platform; (c) use the Platform to process unlawful content; (d) attempt to gain unauthorised access to Provider's systems; (e) use the Platform in a manner that interferes with other customers' use.

8. CONFIDENTIALITY
Each Party shall keep the other's non-public business and technical information confidential and shall not disclose it to third parties without prior written consent.

9. WARRANTIES
9.1 Provider warrants that the Platform will materially conform to its documentation during the Subscription Term.
9.2 EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY
10.1 Provider's total cumulative liability for all claims under or related to this Agreement shall not exceed the total Fees paid by the Customer in the [12] months immediately preceding the event giving rise to the claim.
10.2 Neither Party shall be liable for indirect, incidental, punitive, or consequential damages.
10.3 Exception: The liability cap in clause 10.1 shall not apply to (a) Customer's payment obligations; (b) breaches of confidentiality; (c) Provider's indemnification obligations under clause 11.

11. INDEMNIFICATION
11.1 Provider shall indemnify Customer against claims by third parties that the Platform infringes their intellectual property rights, provided Customer promptly notifies Provider and cooperates in defence.
11.2 Customer shall indemnify Provider against claims arising from Customer's breach of this Agreement or misuse of the Platform.

12. TERMINATION
12.1 Either Party may terminate for material breach upon [30] days' notice if breach is not cured within such period.
12.2 Either Party may terminate immediately if the other Party becomes insolvent or enters liquidation.
12.3 Upon termination, Customer's access ceases and Customer must pay all outstanding Fees.

13. GOVERNING LAW
This Agreement is governed by the laws of India including the Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023. Disputes shall be resolved by arbitration at [CITY] under the Arbitration and Conciliation Act, 1996.

IN WITNESS WHEREOF:

For Provider:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________

For Customer:
Signature: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________