Application Service Provider (ASP) Agreement (Customer)
If you wish to use this document in a scenario that involves personal data,
standard clauses for data protection and data processing
are available in our
GDPR & Data Protection Group.
Many businesses make use of specialised software. The costs of such
software can be extremely high – too high for many small and medium
businesses. This is where ASPs (Application Service Providers) step in.
ASPs provide access to software to their customers over a network. This
significantly reduces both the cost and complexity burden on businesses,
enabling those with limited resources to access specialised software which
would otherwise be out of their reach.
The ASP owns both the software and the equipment on which the software is
hosted. This reduces the burden on the end users of the software in that
maintenance obligations and the costs associated therewith are borne by the
ASP. As a result, the customer does not have to be concerned with
fluctuating and unpredictable costs; rather their IT costs will amount to
little more than a simple, known monthly fee. Moreover, software and
supporting infrastructure will be regularly updated.
This ASP Agreement (Customer), also known as a Software as a Service
Agreement, has been written with such services in mind and is designed for
use by ASPs to govern the provision of their services to a wide variety of
The terms of this agreement are designed to favour the customer. This
version of the agreement adds protective measures for the customer: the ASP
is required to indemnify the customer if the customer suffers loss as a
result of a breach of the agreement by the ASP. Further, the customer has
the right to terminate the agreement early if fees are increased to a level
they consider unreasonable (subject to the payment of a termination fee).
An ASP-oriented version of this document is also available. Furthermore,
under this agreement, training is the responsibility of the customer. Two
alternative versions, each providing for the provision of training by the
ASP are also available.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This ASP Agreement (Customer) contains the following clauses:
1. Definitions and Interpretation
2. The Service
4. Fees and Payment
5. The Applications
9. Software Licenses
11. Customer Computer Systems
13. Intellectual Property
14. Customer Data
18. Force Majeure
21. Relationship of Parties
24. Entire Agreement
25. No Waiver
27. [Dispute Resolution (Arbitration)]
28. Law and Jurisdiction
And the following schedules:
3. Third Party Software Licenses
4. [Reasonable Usage Policy]
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
Once you have subscribed to the appropriate document folder click on the
“Download Document” button below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.