We were approached by a SaaS provider that enabled its customers to manage documents anywhere in the world and to combine the software with a number of different systems. App developers could use the software to enable remote printing functions of their users in-app, for example.
The client did not have any legal documents in place and had not used lawyers before; but with a rapidly expanding customer base the client knew it had to get something sorted quickly.
Context and Challenge
The client’s product was extremely flexible and its approach to user subscriptions followed this flexibility. Certain tiers of subscription would (a) enable more features and (b) enable more rights of the customer (i.e. to resell the client’s product within the customer’s own product(s)). That said, the client was extremely keen on not making the terms and conditions of service reflect different tiers and/or distribution models. The client wanted one comprehensive document that catered for all scenarios; but it also needed to be concise enough not to discourage customers from agreeing to it.
This presented us with the challenge of drafting a high bespoke agreement that combined the rights and protections of a number of different distribution models normally encountered by lawyers in multiple documents.
Process and Insight
To meet this challenge efficiently, we had to front load a lot of technical legal discussions prior to getting started with the drafting process. Normally, we would draft first and then have technical discussions to give the client the benefit of looking at the clauses ahead of the time. In this case, we had to thoroughly discuss complex legal concepts in detail first before any drafting took place.
At one stage, we even drafted certain clauses live to demonstrate how the concept would normally be approached from a drafting perspective and what tweaks would be necessary to make it work to meet the client’s objectives.
Solution
Once we obtained firm instructions as to how the documentation should look, we drafted a comprehensive document that took into account the rights associated with three different types of account (with 10+ sub-tiers).
We also had to take into account a local deployment version of the product (i.e. not delivered by the usual SaaS model but hosted on the customer’s local servers) and provide a separate contract for that purpose.
We assisted the client with implementing the onboarding process and how the terms were to be accepted by the customer. As the terms were combined, the customer only had to accept once and could freely move within the subscription tiers without having to accept more documentation.
Results
The customer was able to use the documentation within its business as part of its standard suite of contractual documents.
If you are a SaaS business that is looking to start using comprehensive legal documentation, please do not hesitate to contact us.
