Master Service Agreement (MSA)

What is an auto-renewal clause?

‍Auto-renewal is a term often used in SaaS agreements referring to the automatic renewal of a user’s subscription plan at the end of their contract term. These auto-renewal clauses will automatically extend the user’s subscription for another period, typically the same duration as the initial term, unless the customer explicitly cancels or modifies their subscription by a specified date. This is often referred to as a termination window and is typically either 30, 60 or 90 days prior to the renewal date.

What are price uplifts?

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In the context of SaaS, price uplifts refer to an increase in the price of a software subscription. While many software providers will implement price uplifts on an annual basis, typically at the point of renewal, others may review and amend their pricing more frequently, for example on a quarterly basis. It is recommended that buyers negotiate a price uplift cap during the initial contract negotiation stage, placing a limit on the maximum amount the subscription can be increased by within a specified time period.

What is meant by outsourced SaaS procurement?

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Outsourced procurement in SaaS refers to the process of hiring a third-party vendor to manage some or all aspects of a company’s procurement process. This can involve negotiating with vendors on your behalf to secure the best possible price and terms on any SaaS contract, while also refining, implementing and enforcing procurement processes that ultimately protect your business.

What are reserved instances?

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Reserved Instances (RIs) are a pricing and capacity reservation offering provided by AWS for their EC2 (Elastic Compute Cloud) and RDS (Relational Database Service) services.

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They specifically allow users to commit to using a specific instance type in the same region for either a one or three-year term, in exchange for discounts of up to 72% – the exact discount is ultimately dependent on the commitment term, instance type, availability zone and region.

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There are various types of Reserved Instances available, each with different terms and levels of flexibility. Standard Reserved Instances provide the highest cost savings but are the least flexible, whereas Convertible Reserved Instances offer more flexibility by allowing you to change instance families within the same instance type.

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In contrast, Scheduled Reserved Instances offer a lower discount, but allow you to reserve capacity for specific time windows, such as business hours or weekends, providing cost savings for predictable workloads.

What is a Master Service Agreement?

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A Master Service Agreement (MSA) is a contract between two parties, in this case the software provider and the buyer, outlining the terms and conditions of the agreement. It will typically cover pricing, payment terms, service levels, intellectual property rights, confidentiality, liability, termination, and dispute resolution.

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Unlike a service level agreement (SLA) which outlines the specific performance metrics and criteria for the delivery of a particular service, for example uptime guarantees and support response times, an MSA covers the broader terms of the business relationship.

What is a reduction clause?

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A reduction clause refers to a provision in a software agreement that allows customers to reduce the number of licenses or users covered by their subscription during the term of an agreement. This provides customers with flexibility to adjust their plan to meet evolving business needs, while avoiding paying for licenses or users they no longer require or needing to terminate the contract. The specific terms and requirements of a reduction clause may vary depending on the SaaS provider and the subscription agreement, for example it may be subject to a minimum number of licenses or users.