SaaS service level agreement template

Software Subscription and Service Level Agreement (SaaS)

Contract no.: Contract number

Date: Contract date

Place: City of signing

Parties

First Party (Subscriber): First party name, CR / ID no. First party CR, national address: First party address, e-mail: First party e-mail, mobile: First party mobile, represented by First party signatory as First party signatory title.

Second Party (Provider): Second party name, CR / ID / freelance document no. Second party CR, VAT no.: Second party VAT no., national address: Second party address, e-mail: Second party e-mail, mobile: Second party mobile, represented by Second party signatory as Second party signatory title.

Article 1: Recitals and definitions

1.1 Whereas the Provider makes the software Software name available online, and the Subscriber wishes to use it in its business, the parties agree as follows.

1.2 The recitals and schedules form an integral part of this Contract and are read with it. In a conflict, this Contract prevails, then the schedules in numerical order, then any earlier offer or correspondence.

1.3 In this Contract: "Contract" means this contract and its schedules. "Fee" means the amount due to the Second Party under the article on consideration. "Business Day" means any day other than Friday, Saturday and an official holiday in the Kingdom of Saudi Arabia. "Laws" means the laws and regulations in force in the Kingdom.

1.4 Each party confirms that it has legal capacity to contract, that its signatory is authorised, and that entering into this Contract breaches no other obligation binding on it.

Article 2: Subject and scope

2.1 The Provider grants the Subscriber a non-exclusive, non-transferable right to access and use the software during the subscription term, on this plan: Plan name.

• Users: Number of users. Storage: Storage size.

• Modules included: Modules included.

• Set-up and training: Set-up services.

• Data hosting location: Data hosting location.

2.2 The scope covers only what is expressly stated. Any additional work falls under the article on changes, and no payment is due for it unless agreed in writing.

Article 3: Term

3.1 This Contract starts on Start date, runs for Contract term and ends on End date.

3.2 It renews for equal periods unless either party gives written notice of non-renewal 60 days before expiry.

3.3 Provisions which by their nature survive continue after the Contract ends, including confidentiality, dues, liability and disputes.

Article 4: Consideration and payment

4.1 The Subscriber shall pay a subscription fee of SAR Total contract value per Billing cycle: month / year, in advance. The table below applies where payment by instalments is agreed.

| Instalment | Share or amount | When due |

| --- | --- | --- |

| Advance payment | Advance payment (30%) | On signature |

| Milestone payment | Milestone payment (40%) | Milestone date |

| Final payment | Final payment (30%) | After final acceptance |

4.2 The Provider shall issue an electronic tax invoice meeting the requirements of the Zakat, Tax and Customs Authority when each instalment falls due. The Subscriber shall pay within 30 days of receipt, by transfer to IBAN IBAN, account name Account holder, bank Bank name.

4.3 Amounts are inclusive / exclusive of value added tax at the statutory rate (15% at the date of this Contract). If the Laws change the rate, the new rate applies.

4.4 If the Subscriber disputes an invoice, it shall state the reason in writing within 10 Business Days of receipt and pay the undisputed part on time. The dispute is resolved under the article on disputes.

4.5 If payment is more than 15 days late after notice, the Provider may suspend performance until paid, with dates extended accordingly, and the Subscriber bears the documented actual costs of collection. No interest accrues on late payment.

4.6 Where payment is by instalments and two consecutive instalments are late, the Provider may claim at once all instalments due for work actually performed.

4.7 Set-off is allowed only for a fixed, due debt admitted in writing or established by a judgment. The Fee covers all the Provider's costs unless expressly stated, and prices do not change during the term except by written agreement.

Article 5: Service levels (SLA)

5.1 The Provider shall meet the following service levels, measured monthly, and shall report the results within 5 Business Days after each month ends.

| Measure | Required level | How measured |

| --- | --- | --- |

| Monthly availability | Availability% (for example 99.9%) | Monitoring system |

| Priority 1: full outage | Response in P1 response minutes, fix in P1 fix hours | Ticket system |

| Priority 2: main function down | Response in P2 response hours, fix in P2 fix hours | Ticket system |

| Priority 3: partial fault | Response in 1 Business Day, fix in P3 fix Business Days | Ticket system |

| Backups | Every Backup frequency, kept for Backup retention | Backup log |

| Recovery point and time | RPO: RPO, RTO: RTO | Annual test |

5.2 Availability = (total minutes in the month − non-excluded downtime minutes) ÷ total minutes in the month. Scheduled maintenance is announced through Announcement channel and shall not exceed Maintenance limit hours per month.

5.3 Support hours: Support hours. Ticket channel: Request channel.

5.4 If a service level is missed in a month, 5% of that month's Fee is credited for each level missed, up to 15% of the month's Fee. These credits are agreed compensation for the reduced service.

5.5 If the same service level is missed for 3 consecutive months, or 5 times in any 12 months, the Subscriber may terminate on 30 days' written notice without paying compensation.

5.6 The following do not count as a failure: scheduled maintenance announced 48 hours ahead, force majeure, and anything caused by the Subscriber, its systems or its suppliers.

Article 6: Obligations of the parties

6.1 The Provider shall:

• run, update and secure the software, and give 30 days' notice of any material change that reduces its functions.

• let the Subscriber export its data in a common format at any time during the term and for 30 days after it ends.

• perform with the usual professional care and skill, using qualified and, where required, licensed staff, and comply with the Laws including labour and safety rules.

6.2 The Subscriber shall:

• keep login details safe, and not resell, copy or reverse engineer the software or use it unlawfully.

• be responsible for the accuracy and lawfulness of the data it enters.

• pay the Fee on time, appoint an authorised representative for communication and decisions: First party representative, and answer requests for approval within 5 Business Days.

6.3 The parties shall perform this Contract in good faith and in keeping with its nature.

Article 7: Delivery and acceptance

7.1 Set-up counts as delivered when the Subscriber can log in and has received its login details.

7.2 The Subscriber shall inspect each delivery within 10 Business Days and accept it or state in writing how it fails to conform. Silence after that period counts as acceptance.

7.3 The Provider shall correct any non-conformity free of charge within 10 Business Days. After two failed attempts the Subscriber may terminate the affected part and recover what it paid for it.

7.4 The Provider warrants that its work conforms to this Contract for 90 days from acceptance, and shall fix any defect not caused by misuse or by changes made by others.

Article 8: Delay damages

8.1 If the Provider misses an agreed date for a reason attributable to it, the Subscriber is entitled to agreed damages of 0.5% of the value of the delayed part per week of delay, up to 10% of the Contract value.

8.2 The parties agree this is a reasonable estimate of the loss at the date of this Contract, without prejudice to the power of the competent authority to adjust it under the Civil Transactions Law.

Article 9: Changes

9.1 A change request is made in writing, and the other party shall reply within 5 Business Days stating its effect on price and time.

9.2 No change takes effect or is payable without a written annex signed by both parties. Where the price is a lump sum, the Provider may not claim an increase because costs rose, except by written agreement.

Article 10: Confidentiality

10.1 Each party shall keep the other's non-public information confidential, use it only to perform this Contract, and disclose it only to staff and advisers who need it and are bound by confidentiality.

10.2 This excludes information that is public through no fault of the recipient, or that a competent authority lawfully requires, provided the other party is told where possible. The duty lasts 3 years after the Contract ends, and information is returned or destroyed on request.

Article 11: Personal data protection

11.1 The parties shall comply with the Personal Data Protection Law and its regulations. Where the Provider processes personal data for the Subscriber, it acts as processor and processes it only on the Subscriber's written instructions and for the purpose of this Contract.

11.2 The Provider shall apply suitable security and technical measures, limit access to those who need it, and use a sub-processor only with the Subscriber's prior written approval and on equivalent terms.

11.3 The Provider shall notify the Subscriber of any leak or unauthorised access without delay and within 24 hours of becoming aware, with the information the Subscriber needs to report to the competent authority within the statutory 72 hours.

11.4 Data leaves the Kingdom only in line with the statutory controls. When the Contract ends, data is returned or securely deleted within 30 days unless a law requires it to be kept.

Article 12: Intellectual property

12.1 Each party keeps the rights, materials and tools it owned before this Contract.

12.2 Rights in deliverables made specifically for the Subscriber pass to it once they are paid for in full, with a non-exclusive licence to any Provider tools built into them, as needed to use them.

12.3 The Provider warrants that its work infringes no third-party rights and shall bear the consequences of any such claim, provided it is told promptly and allowed to defend it.

Article 13: Liability and indemnity

13.1 Each party bears the direct loss it causes the other by breach of this Contract, and the injured party shall take reasonable steps to limit that loss.

13.2 Neither party's liability shall exceed the total Fee paid and payable in the 12 months before the claim, and neither party is liable for loss of profit or indirect loss.

13.3 These limits do not apply to fraud, gross error or a harmful act, nor to the duty to pay the Fee, nor to breach of confidentiality, data protection or intellectual property rights, to the extent the Laws require.

13.4 A claim for compensation is sent by written notice stating its cause and amount within 60 days of the party learning of it, without waiving any statutory right.

13.5 Throughout the term the Provider shall keep the insurance required by law and for this type of work, and shall provide proof on request: Required insurance.

Article 14: Force majeure and exceptional circumstances

14.1 A party is not liable for delay or failure caused by an event beyond its control that was unforeseeable and unavoidable, provided it notifies the other within 7 days and makes reasonable efforts to limit the effect. Force majeure does not excuse paying what fell due before it occurred.

14.2 Affected obligations are suspended for the duration. If the event lasts more than 60 days, either party may terminate by written notice, with payment for work actually performed.

14.3 If unforeseeable general exceptional circumstances make performance so onerous as to threaten a heavy loss, the affected party may request renegotiation without delay while continuing to perform, as provided by the Civil Transactions Law.

Article 15: Termination and settlement of dues

15.1 Either party may terminate without cause on 60 days' written notice. The Provider is paid for work done up to termination and for documented costs that cannot be cancelled.

15.2 Either party may terminate by written notice, without a court order, if the other commits a material breach and fails to cure it within 30 days of notice, or becomes insolvent or subject to liquidation under the Bankruptcy Law.

15.3 When the Contract ends for any reason, the Provider shall hand over completed work, files, materials and data within 15 days and shall cooperate in moving the work to the Subscriber or its nominee for a transition period of up to 30 days, at a reasonable agreed price.

15.4 Within 30 days the parties shall prepare a final settlement statement showing work done, sums paid and any deductions, and the balance is paid within 15 days of approval. Termination does not affect rights that arose earlier.

Article 16: General provisions

16.1 Notices are in writing and sent to the addresses at the head of this Contract; the registered e-mail is valid, and a notice counts as received on the next Business Day. Each party shall report any change of address.

16.2 Neither party may assign this Contract or subcontract without the other's prior written approval, and it remains responsible for its subcontractors.

16.3 Delay in using a right does not waive it, and this Contract changes only by a signed written annex. If a provision is void the rest stays in force, unless that provision was the reason for contracting.

16.4 The parties shall comply with the rules against bribery, corruption and money laundering. Neither is the agent, partner or employer of the other, and each bears the obligations of its own staff.

16.5 This Contract may be signed electronically under the Electronic Transactions Law, and electronic signatures and records have their legal force. It is made in two copies, one for each party.

Article 17: Governing law and disputes

17.1 This Contract is governed by the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law, and in a manner consistent with Islamic Sharia.

17.2 The parties shall try to settle any dispute amicably through their representatives within 30 days of notice, and may then use conciliation through the Taradhi platform.

17.3 If it remains unresolved, it shall be decided by: Forum: the competent courts in the city of ... / arbitration under the rules of the Saudi Center for Commercial Arbitration, seated in .... The parties shall keep performing whatever the dispute does not affect.

17.4 Where made in Arabic and English, the Arabic text prevails in any difference.

Schedules

• Schedule 1: detailed scope and specifications.

• Schedule 2: prices and payments.

Signatures

The parties sign this Contract after reading and accepting all of its terms.

| First Party (Subscriber) | Second Party (Provider) |

| --- | --- |

| Name: First party signatory | Name: Second party signatory |

| Signature: First party signature | Signature: Second party signature |

| Date: Signing date | Date: Signing date |