IT model contracts

This IT services agreement is suitable if …

… you are a client planning an IT project and need an expert’s support and know-how

… you work as an IT service provider and a client wants to commission you for a project

… you need a fair, customary contractual framework to govern your business relationship

What is an IT services agreement?

This agreement covers services where the parties have agreed to a duty of professional care. The mandatary undertakes to work for the client, for example by programming in accordance with the client’s instructions. The obligation is limited to performing the work with due professional care. If a specific result is required, the IT contract for work should be used as the basis.

This agreement for the delivery of integrated IT systems is suitable if …

… you are a supplier delivering and installing an integrated IT system for a client and need to define your services and responsibilities precisely

… you are a client who needs an integrated IT system or wants to expand or replace an existing system

… you need a fair, customary contractual framework to govern your business relationship

What is an agreement for the delivery of integrated IT systems?

Unlike the system integration agreement, which covers an entire project (from planning the IT system through to implementation), this agreement governs only the delivery and installation of an integrated IT system.

This agreement serves as a framework or master agreement. It is therefore supplemented by various additional documents covering specific project aspects. These include the description of the IT system, its components and functionalities, and in particular the delivery of specified hardware components and the use of software. Specific terms must be set out in ancillary agreements supplementing the master agreement: a hardware purchase agreement and a software licence agreement. Both can be created on Approovd at the same time as the master agreement.

This system integration agreement is suitable if …

… you are a supplier planning, designing and implementing a comprehensive IT system for a client and need a professional project document and contract.

… you are a client who needs a comprehensive IT system or wants to replace an existing system

… you need a fair, customary contractual framework to govern your business relationship

What is a system integration agreement?

This agreement governs the planning, specification and implementation of a comprehensive IT system. In this arrangement, the supplier is referred to as the general contractor, since it is responsible for planning and carrying out the project.

This agreement serves both as a framework or master agreement and as a document for project management. For this purpose, it is supplemented by additional documents covering different project aspects or stages, such as IT system specifications or the schedule. In particular, the parties must conclude various ancillary agreements to define tasks and responsibilities precisely.

For example, the parties conclude a service agreement for preparing detailed specifications. Other ancillary agreements may cover the grant of licences, the sale or manufacture of specific components, or the processing of customer data. These documents can be created on Approovd at the same time as the master agreement.

The DPA is suitable if …

… providing services involves processing personal data (for example, web tracking, electronic time recording, cloud computing, etc.)

… you are a service provider and your service requires you to process personal data belonging to your client, its employees or its customers

… you are a client that has commissioned services involving data processing (for example, outsourcing payroll)

… you need a fair, customary contractual framework to govern your business relationship

What is a data processing agreement (DPA)?

This data processing agreement («DPA») relates, always by reference to the main contract, to the processing of personal data. The DPA always supplements an underlying contract with provisions on commissioned data processing.

The parties have entered into one or more contractual agreements under which the contractor acts as a service provider to the client or the client’s customers.

The contractor’s provision of these services may qualify as processing personal data under data protection law. Where, in the course of the collaboration, the contractor acts as a processor or sub-processor of personal data belonging to the client or its customers («data») in compliance with the applicable data protection laws, the DPA supplements the main contract and specifies the parties’ obligations regarding data protection, particularly the mandatory requirements of the EU GDPR. Based on the current edition of the EU GDPR, the DPA sets out the client’s rights and obligations in relation to the processor, as well as the principles of data security, confidentiality and data protection that must be followed.

This data processing agreement (DPA) is an addendum to an existing or concurrently concluded agreement between a service provider and its client. It supplements the agreement with provisions on processing personal data under the applicable data protection law (the Swiss FADP and/or the EU GDPR).

This Cloud SaaS framework agreement is suitable if …

… you provide your client with your cloud-based software over the internet

… your business needs cloud-based services that you can access flexibly and scale as required

… you need a fair, customary contractual framework to govern your business relationship

What is a Cloud SaaS framework agreement?

The framework agreement governs the general terms for providing cloud services, while the specific services and fees are detailed in the appendix.

Software as a Service (SaaS) is a typical form of cloud computing (see also Infrastructure as a Service (IaaS)). Given the diversity of cloud services available, it is in both parties’ interests to describe precisely which services are to be provided. Under a Software as a Service (SaaS) agreement, software (functionality) is made available over the internet for a limited period. It is the most popular and oldest offering among XaaS services. The provider owns the SaaS software and the associated rights, or is authorised to operate the SaaS software in the cloud. It makes the SaaS software, together with the underlying software needed to operate it, available for the customer to use over a data network. The customer uses the SaaS software through remote access from mobile or fixed devices. Installation takes place on the provider’s infrastructure.

The provider or its hosting partner runs the software on its servers. The customer pays a subscription fee for authorised access to the service. A customer who installs a copy on their own premises needs the relevant copyright licence under a software licence agreement.

SaaS agreements usually cover maintenance and define service levels, typically through a service level agreement. The provider hosts the software, keeps it running and includes updates and upgrades as standard.

A SaaS agreement covers access to a finished application and includes the underlying IaaS resources, such as servers, networking and storage. The agreement often includes or refers to price lists, specifications, quotations and other documents. A data processing agreement (DPA) generally covers data processing.

Cloud services agreement – Platform as a Service (PaaS)

This Cloud PaaS framework agreement is suitable if …

… you provide a managed cloud platform where your client can develop, test and run applications while you administer the underlying infrastructure.

… your business needs a scalable development and operating platform for building and running applications, with servers, operating systems and middleware managed by the provider

… you need a fair, customary contractual framework governing the provider’s and customer’s use, provision, maintenance and operation of a cloud-based platform

What is a Cloud PaaS framework agreement?

Under a Platform as a Service (PaaS) agreement, the provider makes a cloud-based platform available to the customer for developing, deploying and running applications. The platform typically includes components such as operating systems, runtime environments, middleware, databases, development tools and scaling services. The customer can focus on developing and managing applications while the provider takes care of the underlying infrastructure and its operation.

A PaaS agreement includes IaaS resources such as servers, storage and networking, along with a platform for developing and running applications. The provider manages the operating systems, middleware, databases and scaling mechanisms. The customer uses the platform to develop, run and manage its own applications. A SaaS solution provides a ready-to-use application.

In practice, a PaaS agreement often contains or refers to additional documents (price lists, technical specifications, service level agreements, quotations, etc.). Processing of personal data is generally governed by a separate data processing agreement.

This Cloud IaaS framework agreement is suitable if …

… you provide your client with cloud-based IT infrastructure (servers, networks, data storage, etc.) that the client will manage itself

… your business needs cloud-based infrastructure or computing resources that can be scaled flexibly

… you need a fair, customary contractual framework to govern your business relationship

What is a Cloud IaaS framework agreement?

Under an Infrastructure as a Service (IaaS) agreement, the provider operates IT infrastructure for customers, including the underlying software needed to run it, such as archiving and backup systems and servers. The infrastructure may also include other software components, for example for systems management.

Compared with a SaaS agreement, an IaaS agreement generally provides only for the provision of IT infrastructure (servers, networks and data storage). A SaaS solution, by contrast, provides the software or application and includes IaaS services as well as installation, maintenance and configuration. Unlike with SaaS, IaaS customers are themselves responsible for managing aspects such as applications, runtime environments, operating systems, middleware and data.

In practice, an IaaS agreement often contains or refers to other documents (price lists, specifications, quotations, etc.) or agreements. For example, data processing is generally governed by a data processing agreement.

This hosting agreement is suitable if …

… you provide server infrastructure or storage space on your servers for your client’s websites or applications

… you operate a website or application and need storage space on a service provider’s server

… you want to define service levels such as availability or response times directly in your agreement

… you need a fair, customary contractual framework to govern your business relationship

What is a hosting agreement?

This agreement covers the provision of storage space on the provider’s server infrastructure for the client’s website or application, as well as related services.

With traditional hosting, the provider runs the computing resources and stores your data on its dedicated or shared servers. Dedicated servers are reserved for your company. Shared servers use resources that your company shares with other customers. A hosting arrangement can give companies handling sensitive data more control over where their data and computing resources reside.

The outsourcing agreement checklist is suitable if …

… you are a client (outsourcer) intending to transfer operational responsibility for an entire information system to a third party (contractor, outsourcing company), and … you plan to outsource the operation of your IT system for the long term (usually for at least five years)

What is an outsourcing agreement checklist?

For outsourcing, a checklist was chosen instead of a model contract because each case is different in practice. The scope of services varies greatly from one case to another, making it difficult to use a typical outsourcing case as a useful basis for a model contract. The checklist is based on the takeover of a complex information system. For simple outsourcing cases (e.g. procuring external IT resources, providing backup systems or procuring data centre services), it is advisable to use a straightforward IT services agreement as the contractual basis. The outsourcing agreement checklist covers: definition (what is involved), contract structure (what to include), checkpoints and systematic structure.

This agreement for the design and development of a web application is suitable if …

… a client has commissioned you to design and develop a website and/or web-based application

… you want to design a web application in collaboration with a software development company and have it developed by that company

… you need flexibility to define and finalise the application concept, or to develop the schedule and specifications collaboratively and in an agile way

… you need a fair, customary contractual framework to govern your business relationship

What is an agreement for the design and development of a web application?

This agreement covers the provider’s design and development of a web application («application») for the client. It establishes a framework for the developer and client to work together to determine the final concept for the application. The parties define the details during the project after signing. You can supplement and update the agreement at any time during development with working documents, such as a specification list or revised quotation. Once development is complete, the application is delivered to the client. It must then be hosted on one or more servers or in the cloud. In practice, the client concludes a hosting agreement or an IaaS agreement for this purpose if the application is to be hosted in the cloud.

This IT contract for work is suitable if …

… you are a client planning an IT project with a specific, measurable objective that requires a developer’s expertise and work (for example, creating accounting software for your company)

… you are an IT developer engaged for a project aimed at delivering specific, measurable results

… you need a fair, customary contractual framework to govern your business relationship

What is an IT contract for work?

An IT contract for work applies when a result must be definable in advance and specified (the «work»). The work must be described and defined precisely enough for third parties to understand. Both parties are bound by the work defined at the outset. The client must follow specific rules even for the smallest change, and the contractor bears the consequences if the work cannot be delivered according to the original plans. If it is impossible or too costly to define the work, it is advisable to use an IT services agreement instead.

A software maintenance agreement is suitable if …

… you provide maintenance services and need to define your scope clearly (help desk, maintenance, provision of updates, service hours, etc.)

… software you use is to be maintained by an expert … or specific software maintenance services are required as part of a software project (for example, licensing or hosting an application)

… you need a fair, customary contractual framework to govern your business relationship

What is a software maintenance agreement?

This agreement governs the provision of maintenance services for software. These services aim to keep the software in working order so that it fulfils its intended purpose. The software is generally standard software, whether system or application software. For maintenance of custom software, it is advisable to conclude an IT services agreement.

For a software project, this agreement is often used to supplement the contract documentation. For example, if the provider hosting a web application also offers software maintenance, the parties will set out these services and the corresponding fee in this agreement, which is attached to the hosting agreement. Similarly, a service provider that has concluded a software licence agreement with a client often undertakes to maintain the software during the licence term (for example, by regularly updating it to the latest available version). In this case, the parties often conclude a separate software maintenance agreement.

This software licence agreement is suitable if …

… you want to use software in your business (for example, for payroll) that was developed by another company

… you own or hold the rights to software that you wish to make available to a client for a licence fee

… you need a fair, customary contractual framework to govern your business relationship

What is a software licence agreement?

The software licence agreement is designed to grant rights to use large application packages over an extended period, in return for one-off or recurring user fees. The licensed software generally consists of standardised program modules suitable for use by customers in a particular industry or application area. Under an IT contract for work or, under a mandate, an IT services agreement, the programs can be adapted to the client’s specific needs. The licensor may offer maintenance and support for the licensed software under a software maintenance agreement. The rights to the software belong to the licensor, or the rights holder has granted the licensor authority to issue licences under this agreement. Unlike a SaaS cloud service agreement, the licensee (client) generally stores or copies the software on a computer. In a SaaS arrangement, the software is hosted on the provider’s servers and the client merely accesses it. Because the client stores a copy on a computer—that is, uses on-premises software—the agreement must include a copyright licence.