Software as a service meaning

Checklist This Checklist is chiefly intended primarily for customers (licencees). It provides an overview of the key terms commonly and usually found in a supplier agreement to licence ‘on‑premise’ software installed on the customer’s own infrastructure. For issues related to the licensing and deployment of software as a service (SaaS), see Practice Note: Cloud computing—introduction and Precedent: Software as a service (SaaS) agreement—pro-customer, accordingly. For further reading and template documents relating to this Checklist, see the following: Practice Note: Key issues in software licence agreements Practice Note: Warranties and indemnities in software licence agreements Precedent: Software licence—pro-customer Precedent: Software licence—pro-supplier Negotiation guide—IT contracts Further information Notes (if any) Grant and scope of licence Is the software described clearly and adequately? The customer should be clear about what it is contracting for. There may also be warranties from the supplier that the software will perform as described. Who is permitted to use the software?...

This Checklist outlines the principal considerations when preparing a schedule to a business‑to‑business agreement. For further guidance on drafting commercial contracts, in general, see: Practice Note: Key terms and conditions in commercial contracts Practice Note: Structure and form of commercial contracts Commercial contract drafting and review-checklist Commercial contract review and execution (business personnel)-checklist What are schedules used for? Schedules to an agreement typically hold detailed information about particular aspects of the deal or deviations from a standard contract, and they commonly address commercial matters. These may cover pricing and charges, key personnel, service levels and service credits, technical specifications and statements of work (e.g. details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. In more intricate agreements, the appropriate commercial teams within the business often assume responsibility for schedules addressing commercial issues (with input from lawyers where required), as they...

Checklist This Checklist summarises the key considerations when two parties place software with a trusted third party (an ‘escrow agent’). The software is provided to one party upon an agreed release event, for example where that party has met its obligations, or another party has not fulfilled theirs... See also Practice Note: Software escrow Escode Single Licensee Escrow Agreement Escode Multi Licensee Escrow Agreement Escode Multi Licensee Deposit Account Agreement Escode Escrow as a Service (Access) Agreement Escode Escrow as a Service (Replicate) Agreement Escode Escrow as a Service Scale Agreement (Multi Customer Deposit Account) The third column can be used to capture observations or comments while working through the Checklist... Checklist | Further information | Notes (if any)... Recitals and parties ☐ Background and purpose of escrow arrangements. Identify the parties and the objective of the escrow agreement, including the rationale for adopting an escrow solution... ☐ Details of...

In this issue: New technologies Internet Data protection Media Advertising, marketing and sponsorship Reputation management Telecommunications LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information New technologies European Commission issues guidance on AI system definition The Commission has issued guidance to help providers judge whether a software system qualifies as artificial intelligence under Regulation (EU) 2024/1689 (the EU AI Act). Though not binding, the material is intended to support application of the Act’s provisions, which started on 2 February 2025. The Commission notes the guidance will be refined over time in light of real-world experience and emerging scenarios. Under the Act, AI systems are grouped by risk—prohibited, high risk, and those carrying transparency duties—and this guidance sits alongside existing advice on banned AI practices. See: LNB News 07/02/2025 36. Commission sets out 2025 Work Programme with a simplification...

In this issue: New technologies Information technology Internet Data protection Advertising, marketing and sponsorship Reputation management LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information New technologies iQIYI brings a landmark copyright claim against Chinese AI start-up MiniMax. According to MLex, the China-based video-streaming service has filed proceedings in a local court, accusing the domestic artificial intelligence start-up of infringement linked to AI model training and content production. See: iQIYI sues Chinese AI startup MiniMax for copyright infringement in landmark case. MLex has learned. Appeal Tracker: Comptroller-General of Patents, Designs and Trade Marks v Emotional Perception AI Ltd In Comptroller-General of Patents, Designs and Trade Marks v Emotional Perception AI Ltd [2024] EWCA Civ 825, the Supreme Court granted permission to appeal on 29 November 2024. Earlier, the Court of Appeal (Civil Division) upheld the hearing officer’s appeal from...

Banking & Finance—February 2026 case round-up CR Construction (UK) Co Ltd v Barclays Bank Plc (Northern Gateway (FEC) No 7 Ltd, intervening) [2026] EWHC 202 (TCC) Performance bond—injunction to restrain payment This matter concerned a contractor’s bid for an interim injunction preventing a bank from honouring the employer’s call under a performance bond that secured the contractor’s payment liabilities under a construction contract. The employer brought the contract to an end for alleged breaches by the contractor. The contractor disputed those breaches, treated the termination as repudiatory, and accepted that repudiation. The High Court refused the application, restating that an injunction restraining a paying bank will only be granted where there is clear evidence of fraud, which was not advanced in this case. The court also rejected the argument that the employer’s repudiatory breach discharged the bond, finding that the bond’s standard savings clause was sufficiently broad to encompass repudiatory termination, so the bond remained enforceable…

This Practice Note outlines the legal and practical considerations relevant to digital rights management (DRM), and examines how far technical tools and other safeguards can be deployed by rights holders to protect and administer their digital works lawfully and effectively in practice. It also sets out the categories of offences that may arise where technological protection measures are bypassed or where rights management information is abused in any context. What is digital rights management? DRM describes the technical mechanisms used by copyright owners of digital material to label, monitor and secure their assets. These controls are applied to block unauthorised copying, for instance by using encryption, ensuring that only approved software and permitted users can open a given digital file where appropriate. DRM also serves to identify content and to manage its distribution to consumers, eg by tracking how often a work is accessed for the purpose of calculating the royalties payable lawfully, or to support business models such as online music subscription services. For example, the video...

CASE HUB ARCHIVED – this archived case hub sets out the position as at the date of the decision on 16 March 2017; it is no longer updated. See further, the timeline and associated commentary. Case facts Summary of the UK merger investigation into the completed corporate purchase by Diebold, Incorporated of Wincor Nixdorf AG. The deal features horizontal overlaps in markets for supplying ATMs (cashpoints) to banks and independent ATM deployers, ultimately resulting in a ‘3–to-2’ merger. Latest developments On 16 March 2017, the CMA published its final report and cleared the deal subject to remedies. The CMA concluded the merger has led to an SLC in the UK market for the supply of customer‑operated ATMs, where the parties are two of the only three suppliers. As remedies, Diebold must divest either its own or Wincor’s customer‑operated ATMs business in the UK to a new owner, to be approved by the CMA. Parties Diebold, Incorporated (Diebold), a US‑based company, is a financial self‑service,...

This Practice Note considers the following commercial and legal issues arising from the use of free and open source software: What is free and open source software? History Upstreaming and forking Free and open source licences Distribution of modified works (and the reciprocal effect) Linking and incorporation Software as a service (SaaS) Compliance requirements Licence incompatibility Bare licence or contractual licence Patents Trade marks Corporate transactions Software bill of materials Software licensing to the end user Enforcement Free and open source software (sometimes called ‘FOSS’) is a collective term for software released under a licence granting recipients the rights to use, adapt, and share it—whether unchanged or modified—without fees or royalties, with the source code made available. In contrast, the software licences most familiar to lawyers may seek to stop the licensee from accessing source code, using the software across multiple users, locations or computers, and from making and...

Software escrow Escrow is the arrangement by which two or more parties lodge property or instruments with a dependable third party (an ‘escrow agent’). The escrowed materials are passed to one party once a pre-agreed release condition or trigger occurs, such as that party meeting its obligations or another party failing to meet theirs. Software escrow is a widely used way to protect both software licensors and licensees. Licensors are often unwilling to part with source code and commercially sensitive details about the design of their software. Yet a licensee may feel exposed to the risk of being unable to maintain or support the software if, for example, the licensor becomes insolvent or defaults on its obligations. Depositing those materials with an independent third party in...

This Agreement is entered into on [ date ] Parties [ insert name of SaaS Supplier company ], a company registered in [ England and Wales ] with company number [ insert registered number ], whose registered office is at [ insert registered office ] (the SaaS Supplier); and [ insert name of reseller company ], a company registered in [ England and Wales ] with company number [ insert registered number ], whose registered office is at [ insert registered office ] (the Reseller). Each of the SaaS Supplier and the Reseller constitutes a party, and collectively the SaaS Supplier and the Reseller are the parties. Background (A) The SaaS Supplier intends to appoint the Reseller as an authorised reseller for certain of its online software applications within the United Kingdom. (B) The Reseller agrees to promote and supply the SaaS Supplier’s online software applications in accordance with this Agreement...

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY This is a legally enforceable contract (the AGREEMENT) between you (the Customer) and [ INSERT SUPPLIER COMPANY NAME ], whose registered address is [ ADDRESS OF SUPPLIER ] (being the Supplier, we or us). It grants to you the right to use and to access [ INSERT NAME OF SOFTWARE (INCLUDING THE VERSION AND LATEST RELEASE NUMBER AND A BRIEF DESCRIPTION IF REQUIRED) ], along with any Updates, Upgrades, patches, fixes or workarounds made available by us, as well as any data, media or documents connected with it (together, the Subscribed Services). By selecting ‘ACCEPT’ at the end of this AGREEMENT, you agree to and accept the terms set out below, which will be binding on you and on any of your Authorised Users when they access or use the Services. Please note, in particular, the limitations on liability imposed at clause 15 of this AGREEMENT. This is a business‑to‑business AGREEMENT and is not to be entered into by consumers....