Software as a Service (SaaS) Agreements

Client Intro

SeeChange is a world leader in real-time AI-powered recognition services.

SeeChange was originally a subsidiary of Arm but is now an independent entity in its own right. 

Case Overview

SeeChange approached Myerson with the objective of securing expert legal support and assistance.

We supported SeeChange with the preparation of its software integration and VAR agreement for use with its international clients wishing to integrate SeeChange Software with their products, devices and services. 

Further to this, SeeChange partnered with Diebold Nixdorf to deliver AI-powered self-checkout solutions as part of Diebold Nixdorf’s retail operations.

We supported SeeChange in their contract negotiations for the deployment and integration of its SeeWare® with Diebold Nixdorf’s Vynamic® Smart Vison to create smart checkouts.  

Fee Earner Comment

Carla Murray, a Partner and Head of the Tech Team at Myerson, said:

Jason and Mark approached us to support their business with the preparation of terms and conditions for engaging value-added resellers and users accessing SeeChange software, services and technology, and we have worked closely with them to develop an understanding of how their solution functions and the underlying contractual relationships. The technology and partnership with Diebold Nixdorf raised many interesting points for consideration from the legal perspective but also from a personal perspective as a user of self-checkouts and how the user experience will be improved. It’s been a pleasure working with Jason and Mark.

Client Testimonial

Jason Souloglou, CEO, said:

We had a first-rate experience working with Carla on this. Selling real-time AI products and services through a large international partner such as Diebold Nixdorf is complex and detailed from a contractual perspective. Carla’s legal expertise, as well as a perfect balance of attention to detail and practicality, along with lots of patience, was key to getting this over the line.

SaaS is ordinarily charged through a periodic (monthly, quarterly or annually) subscription fee.

This periodic subscription fee is generally calculated through certain metrics, such as the number of permitted users authorised to use the SaaS software and their usage.

In addition to the subscription fee, many SaaS vendors charge additional fees for surplus user subscriptions, any data stored by the customer in excess of the data storage limit, and additional support fees.

A support and service level agreement, or SLA, is a written agreement that sets out a business's standards for support, much like a customer service guarantee.

Support and service level agreements are not necessarily always provided alongside a SaaS.

However, they are a useful tool for both supplier and customer to set out what standards and levels of service (including uptime of the solution and the response time for the supplier to fix any faults or bugs) the supplier shall provide and what recourse is available to the customer should the supplier fall below such standards.

Many support agreements include a service credit regime – a mechanism which allows for amounts to be deducted from amounts paid under the agreement if the supplier fails to meet the performance standards set out the in the service levels.

A SaaS agreement will typically include the following key aspects:

• protection of the provider's intellectual property rights in the software service;
• the permitted use of the solution by the customer and its authorised users;
• the charging structure and payment terms;
• the scope of the provider's obligations in relation to support, hosting and availability; and
• capping the provider's liability at an appropriate level.

If a cloud platform is providing services, then the following concerns need to be addressed:

• compliance (both by the service provider and its customers) with the terms of the cloud platform provider;
• appropriately apportioning liability if there is a problem with the service which arises from the cloud platform; and
• added complexities in relation to data processing and compliance with applicable data protection legislation.

We can help you deal with these issues to ensure you minimise your exposure to risk.

Opting for SaaS solutions is an advantage to customers in many ways, including:

• Saving costs, as customers do not require complex internal software and hardware management of their own;
• Flexibility, as customers can scale up or down their use of SaaS resources as their business requires. SaaS also generally permits the limited customisation of the in-built functionality of the solution, which can be tailored to the customer's needs and would otherwise require source code modification to achieve the same result; and
• Efficiency, as SaaS enables the fast-paced adoption of new software, which avoids the delay and cost which would otherwise be associated with updating IT infrastructure to support new software.