Corporate agreements

SaaS Subscription and Software Licence Agreement

A SaaS Subscription and Software Licence Agreement is a commercial contract between a software provider and a customer. It grants the customer a limited, non-exclusive right to access and use hosted software in exchange for a subscription fee, without transferring any ownership or copyright in the software itself.

This document is a simple contract governed by the Indian Contract Act, 1872, and the Copyright Act, 1957. It is not a sale of goods and does not require registration. The agreement is structured around core commercial terms, a service level schedule, and data protection obligations.

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Governing law
Indian Contract Act, 1872 + Copyright Act, 1957
Sections
s. 10s. 73

When this is the right filing

  • When a provider is granting a customer the right to access and use software hosted on the provider's infrastructure, for which the customer pays a recurring subscription fee.
  • When the commercial arrangement is a service and licence model, not a sale of a software copy or a copyright assignment.
  • When the parties need to define the technical performance standards and uptime commitments in a Service Level Agreement (SLA).
  • When the service involves processing the customer's personal data, requiring a separate Data Processing Agreement to be executed alongside this contract.
  • Do not use this agreement for a perpetual software licence where a copy of the software is delivered and installed on the customer's own hardware.

What the court looks for

  • A clear grant of licence clause that defines the scope of the right to 'access and use' and expressly states that no copyright is assigned.
  • A defined subscription term, fee structure, and payment terms, establishing the core commercial bargain.
  • A Service Level Agreement (SLA) schedule that sets out measurable performance metrics, uptime guarantees, and remedies for service failures.
  • A limitation of liability clause that is reasonable and negotiated, as this is typically the most contested provision.
  • Data protection obligations, including a requirement to execute a separate Data Processing Agreement if personal data is processed, to comply with the DPDP Act, 2023.

The structure the court expects

The components of the filed format, in the order they appear. LexPilot fills every one of them from your facts and papers.

  1. 1Recitals
  2. 2Schedule a — order form
  3. 3Schedule b — service level agreement (sla)
  4. 4Schedule c — data protection
How it opens
WHEREAS the Provider owns and operates a cloud-hosted software application known as "[product name]" (the "Service"); AND WHEREAS the Customer wishes to subscribe to and access the Service on a subscription basis on the terms set out below.

Bracketed items are filled from your case.

Frequently asked questions

Is a SaaS agreement a licence or a sale of goods?

A SaaS agreement is a service and licence contract, not a sale of goods. The customer receives a right to access and use hosted software; no copy of the software is delivered. Therefore, the warranties implied under the Sale of Goods Act, 1930 do not apply to this transaction.

Does this agreement need to be registered or stamped?

No, a SaaS agreement is a simple contract under the Indian Contract Act, 1872 and does not require registration. Nominal stamp duty is payable as per the applicable State stamp act before or at the time of execution.

Is a separate Data Processing Agreement mandatory?

If the SaaS provider processes any personal data on behalf of the customer, a separate Data Processing Agreement is a compliance requirement under the Digital Personal Data Protection Act, 2023. This agreement should be executed alongside the main SaaS contract.

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