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Drafting SaaS Terms of Use involves establishing the rules of the game for your end users: how accounts are created and secured, what usage is acceptable, what fair-use limits apply, what happens to user content, when you may suspend or block an account, how you may modify the terms, and where your liability ends. Equally important: ensure that the terms are made available via a click-agree; otherwise, they are binding on no one.
The short answer
- Account and registration: correct details, secure password, responsibility for the account.
- Acceptable use: an acceptable use policy with permitted and prohibited behavior.
- Fair use: limits on usage per account.
- User content: property and a limited license to the provider.
- Suspending and blocking: when you may intervene in cases of abuse.
- Changes and liability: how to adapt and where your limits lie.
- Hand over: acceptance via a click agreement during registration.
Drafting SaaS Terms of Use: which provisions should be included
Take an online project management app with many end users as an example. Each user creates an account, uploads projects, and collaborates with colleagues. Your terms and conditions must cover this entire usage. The key building blocks are the following.
Account, acceptable use and fair use
- Account and registration. Stipulate that the user provides correct details, is responsible for their login credentials, and takes care of the security of their account themselves. Also determine what happens in the event of suspected unauthorized access.
- Acceptable use. An acceptable use policy describes what use is normal and what behavior is prohibited: disrupting the service, uploading harmful code, spamming, violating the rights of others, or attempting to circumvent security. Be specific so that you have clear grounds to intervene.
- Fair use limits. In the project management app, you can set limits on storage, the number of projects, or API requests per account. Describe the limit and what happens if it is exceeded, for example, throttling or an upgrade request.
User content and intervention
- User content. Make it clear that the user remains the owner of their own content and grants the provider only a limited license to store, process, and display that content for the purpose of delivering the service. Also regulate what happens to the content after termination.
- Suspension and blocking. Determine when you may suspend or block an account in case of abuse, whether this can be done immediately or after a warning, and how the user can object to this. A ground without reasonable execution leads to dispute.
- Changes. Stipulate that you may amend the terms and conditions, how you will inform users about this, and from when the new version applies. For significant changes, a clear announcement is advisable.
Liability and delivery
Conclude with a reasonable liability clause: limit your liability towards the user to what is proportionate and exclude indirect damages to the extent permitted. Do not overdo it, as an overly broad clause may fail.
Acceptance is crucial. Terms of use are general terms and conditions and only bind the user if they have been made available before or at the time of conclusion (Articles 6:233 and 6:234 of the Dutch Civil Code). In the case of SaaS, this is arranged with a click agreement: the user must actively agree upon registration, with a visible link to the full text. Unreasonably burdensome clauses can be annulled, and if you target consumers, the black and grey lists apply. If you process personal data on behalf of a business client, a data processing agreement is required (Article 28 GDPR).
Common pitfalls
- Only a link in the footer. Without active click consent during registration, acceptance is difficult to prove.
- Copy the main agreement. A negotiated B2B agreement does not cover the behavior of individual end users.
- Fair-use rules are too vague. Without concrete limits, it is difficult to curb excessive use.
- Ignoring consumer rules. For consumer users, clauses on the grey or black list may be voidable.
Honest recommendation
You do not need a lawyer to write a first draft yourself if your service is simple, you serve exclusively business users, and the risk is limited. A good structure and a proper click agreement will get you a long way. However, do engage a lawyer as soon as you want to legally watertight fair-use limits and an acceptable-use policy, strictly define user content and liability, be able to apply suspension and blocking without dispute, or serve consumers. This will prevent a core clause from proving voidable later on.
Read more: view the SaaS terms of use, first read what SaaS terms of use are and discover what it costs to SaaS terms of use drafted .
Frequently Asked Questions
Provisions regarding account and registration, acceptable use, fair-use limits, user content, suspension and blocking, modifications, and liability. Plus a binding method of provision via a click agreement upon registration, ensuring that the terms are truly binding on the end user.
With an acceptable use policy that specifically describes which behavior is prohibited, such as disrupting the service, uploading harmful code, spamming, violating the rights of others, or circumventing security. The more concrete the list, the clearer your grounds for intervening in case of abuse.
Set usage limits per account, such as storage, number of projects, or API requests. Describe the limit and the consequences of exceeding it, such as throttling or an upgrade request. This prevents a single user from burdening the service for others and maintains a reasonable basis for intervention.
That the user remains the owner of their content and the provider receives only a limited license to store, process, and display it for the purpose of delivering the service. Also regulate what happens to the content after termination of the account.
If the user violates the terms, for example in the event of misuse or violation of the acceptable use policy. Specify whether this can be done immediately or after a warning, and how the user can object. A ground without reasonable execution leads to dispute.
By making them available before or at the time of closing (Art. 6:233 and 6:234 BW). In SaaS, you do this with a click agreement: the user gives active consent upon registration, with a visible link to the full text. A link in the footer alone is generally insufficient.
For consumer users, the black and grey lists of clauses that are prohibited or presumably unreasonable apply. Unreasonably burdensome clauses may be annulled. If you process personal data on behalf of a business client, a data processing agreement is also required (Art. 28 GDPR).
