SaaS Agreement

The terms on which a customer subscribes to your software.

A contract governing access to and use of a cloud-based software product, covering subscription terms, uptime commitments, data handling, and liability. It differs from a traditional software licence because the customer never takes possession of the software itself, only access to it.

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What a SaaS Agreement should include

  1. Subscription and accesswho may use the product, on what basis, and what happens to access when payment stops.

  2. Customer datawho owns it, what you may do with it, and what happens to it when the subscription ends.

  3. Uptime and supporteither committed here or pushed to a separate service level agreement.

  4. Acceptable usewhat a customer may not do with the product, and your remedy when they do.

  5. Fees and renewalthe term, how it renews, and how and when you may change the price.

  6. Liabilitythe cap, and the carve-outs a customer will ask for around data and confidentiality.

When you need one

Before your first paying customer, and again before your first enterprise customer — the second one will read it. A SaaS agreement is the wrong document if you are delivering people rather than software; that is a services agreement.

How Ruby drafts it

  1. Tell us what you need

    Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.

  2. Ruby drafts it

    Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.

  3. A licensed lawyer reviews every line

    A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.

  4. Signed, stored, and yours to revisit

    You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.

The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.

Questions people ask

No, and the difference is practical. A licence contemplates the customer holding a copy of the software. In a SaaS arrangement the customer never takes possession, only access, which changes how the terms handle delivery, data and what happens at the end.

If you handle personal information on a customer's behalf, enterprise buyers will usually ask for one. It can sit as a schedule to the SaaS agreement rather than a separate contract.

For self-serve, often yes. Enterprise customers generally will not accept them and will send their own paper or ask to negotiate yours, which is a good reason to have a version you are comfortable defending.

Looking for the plain definition rather than the document? See SaaS Agreement in the Ruby legal glossary.

This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.

Need a SaaS Agreement?

Ruby drafts it for a flat $799 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.

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