SaaS Subscription Agreement

SaaS Subscription Agreement

〔Providerの名称〕 (the Provider) and 〔Customerの名称〕 (the Customer) agree as of 〔契約締結日〕 as follows.

Article 1. Subscription and Access

1.1 Provider shall make 〔サービス名〕 available from 〔利用開始日〕 through 〔利用終了日〕 for up to 〔認定利用者数〕 named authorized users and within the usage metric and quantity stated in the Schedule.

1.2 Customer and its authorized users receive a non-exclusive, non-transferable right to access the service during that period for Customer’s internal business purposes.

1.3 Customer shall manage its users’ credentials, promptly report suspected compromise and ensure their lawful use.

1.4 Provider remains responsible for operating the service and for acts and omissions of its permitted subcontractors.

1.5 Provider retains its rights in the service and its pre-existing materials; no ownership of the service transfers to Customer.

Article 2. Service Levels and Charges

2.1 Customer shall pay the 〔料金の通貨〕 〔サブスクリプション料金〕 subscription fee per 〔請求期間〕, invoiced in advance and due 〔支払期限の日数〕 calendar days after receipt of invoice.

2.2 Fees exclude applicable transaction taxes, which shall be itemized on the invoice; Provider remains responsible for taxes on its income.

2.3 No fee or usage limit changes without an Article 4 change record.

2.4 Customer may dispute an invoice in good faith with reasons before its due date and shall pay undisputed amounts when due; the parties shall promptly review supporting records and pay any resolved balance within 15 days after resolution.

2.5 Provider shall provide support during 〔サポート時間帯〕 through 〔サポート窓口〕.

2.6 Monthly uptime is the percentage of total minutes in a calendar month that the production service is accessible, excluding maintenance notified at least 〔保守通知の時間数〕 hours in advance (up to four hours per calendar month; any excess counts as downtime), Customer-caused outages and failures of Customer’s own network.

2.7 The monthly uptime target is 〔月間稼働率の目標値〕%.

2.8 If uptime is below target, Customer receives a credit of 5% of that month’s subscription fee (the fee for a longer billing period apportioned by its calendar days), increased to 10% if it is at least one percentage point below target.

2.9 Customer must request the credit with the affected month and outage times within 30 days after month-end; Provider shall supply relevant availability records and apply an accepted credit to the next invoice or refund it within 30 days if no invoice remains.

2.10 Credits do not prevent termination for an uncured material breach.

2.11 Provider shall give the stated maintenance notice and at least 30 days’ written notice of a material service change; a change that materially reduces contracted functionality requires an Article 4 agreement.

Article 3. Security, Data and Exit

3.1 “Customer Data” means data submitted to the service by Customer or its users and outputs generated from that data for Customer.

3.2 Customer retains all rights in Customer Data and authorizes Provider and its permitted subprocessors to host, use and disclose it only as needed to perform this Agreement or as required by law.

3.3 Provider shall limit access to authorized personnel, use multifactor authentication for privileged access, encrypt Customer Data in transit and at rest, maintain access logs for at least 90 days, make daily backups, and restrict processing and backup locations to 〔承認済み処理・バックアップ場所〕.

3.4 Provider shall not appoint a new subprocessor or move processing to a new country without at least 30 days’ prior written notice and Customer’s written approval; Provider remains responsible for approved subprocessors.

3.5 If Customer Data includes personal data processed by Provider on Customer’s behalf, Customer shall state the data-subject groups, personal-data categories, processing purposes and retention instructions in the Schedule before upload.

3.6 For that processing, Provider shall act only on Customer’s documented instructions in this Agreement and the Schedule, bind authorized personnel to confidentiality, assist Customer with reasonably requested access, correction, deletion and security information, and make reasonably necessary compliance records available to Customer.

3.7 The parties shall complete any additional terms and transfer mechanism required by the laws applicable to their actual processing before that processing or transfer begins; this sentence is not permission to omit a mandatory agreement.

3.8 Provider’s processing of its own account-administration data is outside these instructions.

3.9 Provider shall notify Customer without undue delay and in any event within 24 hours after discovering an actual or reasonably suspected unauthorized access to, loss of, or disclosure of Customer Data, or sooner if applicable law requires. The notice shall describe known facts, affected data, containment and a contact, with updates as facts become available; Provider shall cooperate on containment and recovery.

3.10 At expiry or termination, Provider shall make Customer Data available for download in a commonly used machine-readable format for 〔データのエクスポート期間の日数〕 calendar days without additional export fees, maintain the limited access needed solely for export, and not withhold Customer Data solely because of an invoice dispute.

3.11 Within 30 days after that period Provider shall delete active copies and certify deletion on request; backups shall be deleted within 〔バックアップ削除までの日数〕 calendar days after that period.

3.12 Copies legally required to be retained remain protected under this Article, are not used for other purposes and are deleted when the retention requirement ends.

Article 4. Change Control and Notices

4.1 A change to scope, price, usage limits, term, permitted use, service levels, processing locations or a material security requirement is effective only if authorized representatives of both parties approve a dated written change record identifying the changed term and its effective date.

4.2 An approved change record prevails over the Schedule only for expressly changed items; this Agreement otherwise prevails over the Schedule, and neither document silently waives a mandatory legal requirement.

4.3 Notices under this Agreement must be sent to the notice email addresses in the Schedule with a retained delivery record; a notice is effective on documented receipt, or on the next business day if received outside the recipient’s stated business hours. A party shall notify the other of an address change before relying on it.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party’s nonpublic information only to perform this Agreement, restrict access to personnel and approved subcontractors bound to equivalent confidentiality obligations on a need-to-know basis, and apply reasonable safeguards. This obligation does not cover information the recipient can demonstrate was public without breach, already lawfully known, independently developed without use of the information, or lawfully received without a duty of confidence.

5.2 Mandatory legal disclosures are permitted only to the required extent, after advance notice when lawful.

5.3 These duties continue for three years after termination and, for trade secrets protected as such under applicable law, while they remain protected.

5.4 Each party shall comply with laws applicable to its own performance.

Article 6. Term, Termination and Consequences

6.1 This Agreement runs from the effective date through 〔利用終了日〕; service access starts on 〔利用開始日〕. It does not renew automatically and may be extended only by an Article 4 change record approved before expiry.

6.2 Either party may terminate for a material breach not cured within 30 calendar days after written notice describing the breach.

6.3 For an undisputed overdue payment, Provider shall first give a separate 15-calendar-day written notice to pay and may suspend affected access only if payment remains outstanding; it shall restore access promptly after payment.

6.4 Provider may suspend only the access necessary to address an immediate material security threat, with notice as soon as reasonably practicable and restoration when the threat is resolved.

6.5 On expiry or termination, ordinary use ceases, but the export access and deletion process in Article 3 continues.

6.6 Fees accrued through termination remain payable; if Customer terminates for Provider’s uncured material breach, Provider shall refund prepaid subscription fees for the unused period within 30 days after termination. No fees for a later, unprovided period are accelerated solely by termination.

6.7 Within 30 days after the Article 3 export period, each party shall return or securely delete the other’s non-data materials on request, except legally required retained copies, which remain protected and are deleted when retention ends.

6.8 Articles 3 (for export, deletion and retained copies), 5, 7 and accrued payment obligations survive as needed to give them effect.

Article 7. Liability and Disputes

7.1 Each party is liable for proven direct losses caused by its breach, up to 〔責任上限額〕 (a positive amount) in 〔料金の通貨〕 in aggregate for claims arising under this Agreement. The cap does not limit fraud, willful misconduct, gross negligence, death or personal injury, liability that cannot lawfully be limited, Provider’s express refund duties, or Customer’s obligation to pay fees due for service actually provided.

7.2 Neither party is liable for indirect or consequential loss, except to the extent that such an exclusion cannot lawfully apply.

7.3 Agreed service credits count toward, and do not increase, the cap.

7.4 The parties shall first refer a dispute to their designated business leads, who shall confer within 15 days after written referral; either party may then bring proceedings, and either may seek urgent protective relief at any time.

7.5 This Agreement is governed by the law of 〔準拠法〕, and the courts of 〔専属管轄裁判所〕 have exclusive jurisdiction, subject to any mandatory rule that cannot lawfully be excluded.

【Schedule of Commercial Terms】

The entries below form part of this Agreement and must be completed before signature. State a number and its unit for each usage metric; do not substitute an unidentified Order Form or security policy. If personal data will be processed, complete the processing entries before upload. An additional signed annex, if required for the actual processing or transfer, must identify its version and date and be attached before the affected processing begins.

Service and permitted usage metric：〔サービス名〕; 〔利用指標と数量〕

Subscription and users：〔利用開始日〕 to 〔利用終了日〕; 〔認定利用者数〕 named users; no automatic renewal

Fee and invoicing：〔料金の通貨〕 〔サブスクリプション料金〕 per 〔請求期間〕; payment due 〔支払期限の日数〕 calendar days after invoice receipt

Support and maintenance：〔サポート時間帯〕; 〔サポート窓口〕; planned-maintenance notice 〔保守通知の時間数〕 hours

Monthly uptime target：〔月間稼働率の目標値〕% under Article 2

Approved processing and backup locations：〔承認済み処理・バックアップ場所〕

Approved subprocessors and assigned services：〔承認済み再委託先と担当業務〕

Customer Data containing personal data：〔個人データの有無〕 (yes or no); if yes: data-subject groups 〔データ主体の区分〕, data categories 〔個人データの種類〕, processing purposes 〔個人データの処理目的〕, retention instructions 〔個人データの保存指示〕

Exit periods：Export 〔データのエクスポート期間の日数〕 calendar days; backup deletion within 〔バックアップ削除までの日数〕 calendar days after export period

Governing law and exclusive courts：〔準拠法〕; 〔専属管轄裁判所〕

Aggregate liability cap：〔責任上限額〕 〔料金の通貨〕

Notice addresses：Provider: 〔Providerの通知先メール〕; Customer: 〔Customerの通知先メール〕

Date: 〔契約締結日〕

First party: 〔Providerの名称〕 Signature: ____________________

Second party: 〔Customerの名称〕 Signature: ____________________