Terms of Service

[ Company name ]

Square brackets with text indicate a field you can fill in or customize before finalizing the terms.

For this one, fill in your company name or product name. If your company offers more than one product and uses separate clickthrough terms for each, you might want to use product name. If you only offer one product or your company uses the same terms for multiple products, you might want to use the company name.

Terms of Service

These Terms of Service are based on the Cloud Service Agreement v2.1 and designed to be used for B2B SaaS products, hosted on a web page, and agreed to via click-through consent. This type of TOS is intended to support b2b product led growth (PLG). It is not intended to be an omnibus style of terms that address things like a company’s website or consumer product end user terms.

Date

Generally, companies indicate when their terms were most recently updated. Many companies also provide links to prior versions.

If you signed a separate Order Form to access…

This paragraph allows companies to present these terms at account creation for everyone, including customers who may have already signed, or will later sign, a separate agreement to access the product. It allows the separately negotiated agreement to apply rather than the clickthrough terms.

Many software vendors have a mix of small self-serve customers, larger customers with custom negotiated agreements, and self-serve customers who later move onto custom agreements. This paragraph is designed to help support these different styles of relationships.

[ Company name ]

Use the full corporate name of your company.

Framework Terms

The Framework Terms operate as an overarching governing document between two organizations. Framework Terms can apply to one or many Order Forms. The Framework Terms are made up of the Key Terms + the Standard Terms. When you combine an Order Form with Framework Terms, you get the Agreement or overall contract.

Order Form

The Order Form contains the business details of your TOS.

The Common Paper

This incorporates the Standard Terms by reference, with a link to commonpaper.com/standards/cloud-service-agreement/2.1. Each version of the Standard Terms will remain unchanged and posted our website, and updates will get posted as new versions.

Cloud Service Standard Terms Version 2.1

Hyperlink this text to direct to https://commonpaper.com/standards/cloud-service-agreement/2.1

Incorporated By Reference

Incorporating the Standard Terms by reference ensures there are no hidden changes in the Standard Terms.

In addition, you can include a copy of the Standard Terms at the bottom of your TOS. If you do this, you should state that the copy of the Standard Terms are shown for convenience.

Order Date

The Order Date is distinct from the Effective Date, which is the date the Framework Terms start and is defined below in the Key Terms. For a TOS, most companies prefer to align the Order Date to the Effective Date.

Subscription Period

This field describes the length of access to the Cloud Service. To create a month-to-month subscription that continues until you or the customer cancels it, set the subscription period to “One month”. Cancellation can occur at any time by giving notice according to the Non-Renewal Notice Period below.

Cloud Service Fees

If your company has a pricing page with different pricing models, you can reference that pricing page rather than build in complex pricing here.

For example:

“Certain parts of the Product have different pricing plans, which are available at Provider’s (linked) pricing page. Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.”

In addition, if you have custom pricing for a customer, it may be simpler to sign a CSA rather than use a clickthrough TOS.

Payment Process

Use Payment Process to clarify how billing and payments will work for your customer.

Customer authorizes Provider to bill and charge Customer’s payment method on file

This option requires the customer to keep a credit card or other payment method on file that the provider automatically charges on the agreed-upon cadence.

[ monthly ]

If using this option, set how frequently the provider will charge the customer’s payment method. Although this time frame is often the same as the Subscription Period, it can be different. For example, you can have a 1 year subscription period that is charged monthly in 12 equal increments.

Provider will invoice Customer

This option requires the provider to send invoices in order for your customer to pay.

[ monthly ]

If using this option, set how frequently the provider must send invoices. Although this time frame is often the same as the Subscription Period, it can be different. For example, you can have a 1 year subscription period that is invoiced monthly in 12 equal increments.

[ 30 days ] from [ Customer’s receipt of invoice ]

Together, these two fields set how long a customer has to pay each invoice. Finance teams often refer to this time period in “NET terms” such as “NET-30 days”.

From the Benchmark: “30 days from Customer’s receipt of invoice” is the most common payment period, making up 62% of CSAs.

Non-Renewal Notice Period

As a default, the Standard Terms allow contracts to automatically roll into another contract on the same terms. This time period is the amount of time before the contract ends that you or your customer must communicate that you or they do not want the contract to renew on the same terms.

Most companies use the default, but you can indicate this is not the case by instead writing: “Modifying Section 5.1 of the Standard Terms, this Order Form does not automatically renew and will expire at the end of the Subscription Period.”

30 days

This should be customized based on the needs of your company.

Use Limitations

Including use limitations is optional. If no limitations apply, delete this entirely.

Technical Support

Including technical support is optional. If no technical support is included, delete this entirely.

SLA

Including an SLA is optional. If no SLA applies, delete this entirely.

Insert any applicable SLA

You can write your policy, link to an existing policy posted online, or use the Common Paper SLA.

Professional Services

Including professional services is optional. If no professional services are included, delete this entirely.

Insert Any Applicable Professional Services

You could incorporate an existing SOW or professional services agreement or use this area to describe the services and any applicable fees.

Key Terms

The Key Terms contains the key legal details of the TOS.

The company or person who accesses…

This is a generic way to describe who the customer is for a clickthrough agreement. You can modify based on the specifics of your particular situation.

[ company name ]

Use the full corporate name of the company providing the product.

Effective Date

The Effective Date is when the Framework Terms start, whereas the Order Date is when the customer can begin accessing the product. These are usually, but not always, the same. However, for the TOS, the Effective Date and Order Date are defaulted to be the same on the assumption that the customer will move through the clickthrough flow and immediately begin accessing the product.

Governing Law

Governing Law identifies the set of laws under which the contract will be interpreted.

Chosen Courts

Chosen Courts identifies where a lawsuit related to the contract can be filed in the event of a dispute.

Covered Claims

Including Covered Claims is optional. Use this area below to set which claims the provider and/or customer will be responsible for under an indemnity obligation.

Section 9 of the Standard Terms includes the full language around indemnities and Covered Claims, including narrowing the obligation to claims brought by entities other than the provider, customer, end users, or their affiliates (i.e., third party claims).

If there are no Covered Claims, delete the entire section, including Provider Covered Claims and Customer Covered Claims.

Any action, proceeding, or claim…

This reflects a default for Provider Covered Claims (i.e., what indemnification obligations the provider has) set by the Committee. You can modify it in any way to address your particular situation.

Any action, proceeding, or claim…

This reflects a default for Customer Covered Claims (i.e., what indemnification obligations the customer has) set by the Committee. You can modify it in any way to address your particular situation.

General Cap Amount

The General Cap Amount is the maximum dollar amount a party to the contract could be responsible for in the event of a legal dispute over the contract. It applies to all contract claims, except for Increased Claims (below), Unlimited Claims (below), and claims that cannot be limited as a matter of law.

Deleting the General Cap Amount does not set it to $0. Instead, it would mean there is no monetary limitation of liability that applies to the contract, and either party could be responsible for an unlimited amount of monetary damages in the event of a legal dispute over the contract.

1x the fees paid or payable by Customer…

This language sets a variable liability cap amount that fluctuates with the cost of the contract. It is expressed as a multiple of fees, for example 1x or 2x.

Alternatively, you could write a flat dollar amount such as $100,000 to create a fixed liability cap. In general, a $0 liability cap would be unenforceable.

Another hybrid approach combines the two: “The greater of $[ fill in dollar amount ] or [ fill in a number ]x the Fees paid or payable by Customer to Provider in the 12 month period immediately before the claim”. This language uses “greater” rather than “lesser” to avoid situations creating a $0 liability cap, for example where there are zero fees due.

Increased Claims

Including Increased Claims is optional. If using this field, it will define certain claims that are not subject to the General Cap Amount, but are instead subject to the Increased Cap Amount. In addition, Increased Claims are not subject to the damages waiver in Section 8.2.

If there are no Increased Claims, delete this entirely.

Insert If Applicable

Common Increased Claims include Breach of Section 3 (Privacy & Security), Breach of Section 10 (Confidentiality) (however, excluding any data or security breaches), and An Indemnifying Party’s indemnification obligations.

Increased Cap Amount

Including an Increased Cap Amount is optional, but it must be set if you are including Increased Claims. If there are no Increased Claims, delete the entirely.

Insert If Applicable

The Increased Cap Amount can use any variation of liability caps as described for the General Cap Amount.

Unlimited Claims

Including Unlimited Claims is optional. If using this field, it will define certain claims that are not subject to any monetary liability cap.

Note: Because of the exclusions in Section 8.4, if Breach of Section 12 (Confidentiality) is listed as an Unlimited Claim, no monetary cap amount and no damages waiver would apply to a breach of confidentiality.

Additional Warranties

Including Additional Warranties is optional. If there are no Additional Warranties, delete this entirely.

Insert If Applicable

In situations where the provider wants to give an intellectual property representation and warranty, you could add the following language: “the Product, when used as authorized by the Agreement, does not and will not infringe or misappropriate anyone else’s copyright, trademark, trade secret, [[U.S.] patent], or right of publicity”.

“U.S.” and “patent” are in brackets, because this type of representation can be tricky for many companies, as it is possible to infringe a patent without necessarily knowing about the patent.

The main email address for Customer’s account

This is generic language to reference customer’s email address on their account. Adjust this to reflect how your product works and the contact you would prefer to use for legal notices for your customers.

Attachments, Supplements & Modifications

All sections in the Attachments, Supplements & Modifications section are optional. Delete any fields that do not apply.

DPA

A Data Processing Agreement is commonly used by companies that need to comply with the GDPR. GDPR is the legal regulation that protects an individual’s personal data in Europe (EU) and the European Economic Area (EEA). It restricts what companies can and cannot do with the personal data of EU/EEA individuals.

Insert if applicable

As an example of a security policy that is anchored on an objective measurement is: “Provider will maintain annually updated certifications of compliance with SOC 2 Type II.”

Another way of setting a security policy is: “Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering.”

If you have a preexisting security page, you could link to that.

Changes to the Standard Terms

Including Other Changes is optional. Examples of how to use this section can be found in the Language Library.