What is a SaaS agreement under Dutch law?

Dutch term: SaaS-overeenkomst | Legal basis: Freedom of contract + 7:400 BW

A SaaS (Software as a Service) agreement under Dutch law is a contract for the provision of software functionality as an online service, typically on a subscription basis. SaaS agreements are not a distinct statutory contract type; they are governed by the general rules of Dutch contract law and may be characterised as a mandate agreement (opdracht, articles 7:400-7:413 BW) or a sui generis contract depending on their content.

Key provisions include the service description and SLA metrics (uptime, response times), data processing and GDPR compliance (a data processing agreement is typically required), data portability and exit rights, intellectual property ownership, liability limitations, fee structure and payment terms, term and termination, and the right to modify the service.

Why it matters for international businesses

For international businesses contracting with Dutch SaaS providers or offering SaaS to Dutch customers, the interaction between contract law, data protection law and, for SaaS embedded in regulated products, the Cyber Resilience Act creates a multi-layered compliance picture.