SaaS Subscription Agreement Template (India) — Free Format
A SaaS subscription agreement sets the terms on which a customer accesses cloud software: subscription scope, fees, uptime commitments, data ownership, security, liability and renewal. This template suits Indian SaaS companies selling to business customers.
Stamp, registration and e-sign at a glance
The three things to settle before anyone signs this agreement in India.
Payable under the stamp law of the state where it is signed; rates vary by state. Unstamped, it cannot be used as evidence until duty and penalty are paid.
Check your state's rateRegistration is not required.
This agreement can be signed electronically with Aadhaar eSign or a DSC under the Information Technology Act, 2000. Electronic signatures listed in the Act's Second Schedule carry a presumption of reliability.
What cannot be e-signedWhat is a SaaS Agreement?
A SaaS agreement licenses access to hosted software rather than selling a copy. Key issues are service levels, customer data ownership and protection under the DPDP Act, 2023, limitation of liability, and auto-renewal.
When to use it
- Selling software subscriptions to business customers
- Moving from click-through terms to a signed order form for larger customers
- Buying SaaS and wanting your own procurement terms
Key clauses checklist
Make sure your draft covers each of these. Linked clauses open a sample wording with drafting tips.
- Subscription scope and usage limits
- Fees and auto-renewal Sample clause
- Uptime and support
- Customer data and DPDP compliance Sample clause
- Warranties Sample clause
- Limitation of liability Sample clause
- Termination and data export Sample clause
Indian law notes
Data protection
The customer is usually the data fiduciary for its users' personal data and the SaaS provider a data processor. The DPDP Act, 2023 makes the fiduciary responsible for processors, so customers will expect security, breach-notification and deletion commitments.
CERT-In directions
Service providers in India must report specified cyber incidents to CERT-In within the timelines in its 2022 directions and maintain certain logs. Build these into incident-response terms.
Taxes
SaaS fees attract GST. Cross-border SaaS may be an export of services or an import subject to reverse charge, so state tax responsibilities clearly.
SAAS SUBSCRIPTION AGREEMENT
This SaaS Subscription Agreement is made on [Date] between [Provider Name], [address] (the "Provider") and [Customer Name], [address] (the "Customer").
1. SUBSCRIPTION
1.1 The Provider grants the Customer a non-exclusive, non-transferable right to access and use [Product Name] (the "Service") for its internal business purposes during the subscription term, for the number of users and usage limits in the Order Form.
1.2 The Customer shall not resell, reverse engineer, or use the Service to build a competing product.
2. TERM AND RENEWAL
The subscription runs for [12 months] from the start date in the Order Form and renews automatically for successive [12-month] terms unless either party gives [30] days' notice before renewal.
3. FEES
Fees are as stated in the Order Form, payable annually in advance within [30] days of invoice, exclusive of GST. The Provider may increase fees on renewal by giving [60] days' notice.
4. SERVICE LEVELS AND SUPPORT
The Provider will use commercially reasonable efforts to make the Service available [99.5]% of each month, excluding scheduled maintenance notified in advance. Service credits for shortfalls are set out in Schedule 1 and are the Customer's sole remedy for availability failures.
5. CUSTOMER DATA
5.1 The Customer owns all data it uploads ("Customer Data"). The Provider processes Customer Data only to provide the Service and on the Customer's instructions.
5.2 The Provider shall maintain reasonable security safeguards, notify the Customer without undue delay of any personal data breach, assist the Customer in meeting its obligations under the Digital Personal Data Protection Act, 2023, and comply with applicable CERT-In directions.
5.3 Customer Data is hosted in [India / region], and sub-processors are listed at [URL].
6. INTELLECTUAL PROPERTY
The Provider owns the Service and all improvements. Feedback may be used by the Provider without restriction.
7. WARRANTIES
The Provider warrants that the Service will perform materially as described in its documentation. Otherwise the Service is provided "as is" to the extent permitted by law.
8. INDEMNITY
The Provider shall defend the Customer against third-party claims that the Service infringes intellectual property rights and pay resulting damages.
9. LIMITATION OF LIABILITY
Each party's total liability is limited to the fees paid in the [12] months before the claim, except for indemnity obligations, breach of confidentiality, and the Customer's payment obligations. Neither party is liable for indirect or consequential loss or lost profits.
10. TERMINATION
Either party may terminate for a material breach not cured within [30] days of notice. On termination, the Customer may export Customer Data for [30] days, after which the Provider shall delete it, except as required by law.
11. GOVERNING LAW
Indian law applies. Disputes go to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City].
Schedule 1 – Service levels and credits
Order Form – Plan, users, term, fees
For the Provider: ____________ For the Customer: ____________ Replace every [placeholder] and delete options that do not apply.
How to execute it
From blank template to a signed, stamped and stored contract.
Fill in the order form with plan, users, term and fees.
Confirm data hosting location and sub-processor list.
Align incident-response terms with DPDP and CERT-In obligations.
Sign electronically and stamp under state law.
Track the renewal notice date so the customer is not surprised.
Frequently asked questions
Who owns the data in a SaaS product?
The customer should own the data it uploads; the provider gets a limited right to process it to deliver the service.
Is auto-renewal enforceable in B2B SaaS contracts?
Generally yes between businesses, if clearly agreed. Give a reasonable notice window and remind customers before renewal.
Does a SaaS provider need to comply with the DPDP Act?
Yes, as a data processor for customer data and as a data fiduciary for its own customer contacts. Contracts should set out each party's responsibilities.
Related templates
Stop emailing Word files around
Turn this format into an approved template, collect approvals, buy e-stamp paper, send it for Aadhaar eSign and get reminded before it renews.