Governing Services Agreement (GSA)

Companies that provide services over the internet can benefit from having a document in place to educate their users and help protect them from liability. A Governing Services Agreement (GSA) is the perfect place to do this.

This article will explain what a Governing Services Agreement is, whether you need one, and how to write, display, and get agreement to your GSA.

What is a Governing Services Agreement (GSA)?

A Governing Services Agreement (GSA) is a document that explains the terms and rules for using your services. It is typically used when a business needs to explain how a governing entity within its organization functions, and what users must agree to in order to participate in its services.

Is a Governing Services Agreement (GSA) the same as a Terms and Conditions Agreement?

No. These agreements are different things.

A Terms and Conditions agreement (T&C) will be broader in scope and address more aspects of a business. For example, a Terms and Conditions agreement will address things such as intellectual property, user generated content, and copyright.

A Governing Services Agreement will focus on some topics that are also seen in a T&C, but will focus more on the actual service being provided.

Similarly, a company that doesn't sell services but sells tangible goods instead would have no need for a GSA, yet it would absolutely need a T&C.

Do You Need a Governing Services Agreement (GSA)?

While not legally required, it's still a good idea to have a GSA, as it can help educate users, protect you from being sued, and help you to comply with applicable privacy and data protection laws.

Educates Users

Your GSA can serve to inform users about what they need to know and agree to in order to use your services. Communicating with customers makes good business sense: an informed customer is a happy customer, and happy customers tend to keep coming back.

Educating your users can go a long way in building the trust that customer loyalty requires, helping to increase your revenue over time.

Liability Protection

You can use your GSA to inform users about where your liability ends and their responsibilities begin. Your GSA can describe the maximum amount of money that either party can be held liable for.

The Liability Cap section of Momentive's GSA explains that the maximum amount of money the company or the customer is liable to pay for claims cannot exceed the amount paid to the company by the customer in the previous twelve months. If either party breaches the GSA's privacy and security or confidentiality obligations, then the maximum amount is two times the amount of money the customer paid the company during the previous twelve months:

Privacy Law Compliance

Many privacy laws require businesses to inform consumers about how they collect their personal data, what they do with it, and how they keep it safe.

You can use a privacy or applicable laws clause in your GSA to inform users about your data collection process and security measures, which can help you to comply with privacy laws. It can also link to your complete Privacy Policy.

Note that a clause like this can not be used in place of a full, separate Privacy Policy, but can be used in addition to a separate one.

How to Write a Governing Services Agreement (GSA)

It's important that your GSA is clearly written, easy to understand, and personalized to your unique business.

You should take a look at the services your business provides and the relationships between governing entities within your organization and other parties and create a customized GSA that covers all your individual needs.

Common GSA clauses include definitions, services, payment, responsibilities, termination, privacy, warranties and disclaimers, liability, and applicable laws clauses.

Definitions of Terms

Legal documents often contain legalese that can be challenging for the average person to understand. It's a good idea to include an index that contains the definitions of the terms contained within your Governing Services Agreement.

The state of Indiana's Governance Agreement includes a Definitions of Terms and List of Acronyms Used clause:

Scope of Services Offered

This clause describes the types of services you offer, what they include, and their limitations.

It can also be used to describe any third-party services customers may receive through your business.

A services clause can let users know that you reserve the right to modify your services and service terms at any time and for any reason, and can inform users about how you will communicate any changes.

Momentive's GSA includes a SaaS Services clause that explains that customers who purchase its Services as a subscription are granted a non-exclusive, non-transferable license for use through the duration of the subscription. It goes over subscription renewal terms and informs customers about the rules concerning adding subscription units during a subscription term:

Fees, Payment and Billing Terms

This clause informs users about any fees, billing, or payment information they need to be aware of in order to use your services. It can include information about who is responsible for paying applicable taxes, what types of currencies you accept payment in, and what happens if a payment is late.

UL Solutions' agreement explains that prices are subject to change depending on the scope of each project, and that customers are responsible for paying applicable taxes, fees, and interest:

Rules and Responsibilities for Users

This clause informs users about what they must agree to in order to use your services. It outlines the behaviors that are against the rules.

The Customer Obligations clause in Momentive's GSA informs customers that they are responsible for keeping their accounts secure and ensuring that their end users comply with the GSA and that accounts are limited to one end user per account:

Termination

A termination clause lets users know what behaviors or circumstances may result in termination of their accounts or of the GSA. It can be used to describe how users can terminate their accounts or GSA, under what circumstances you can terminate their accounts or GSA, and what happens once an account or GSA is terminated.

The city of Redmond, Washington, uses a Termination clause in its General Services Agreement to inform contractors that the city can terminate the agreement at any time as long as it gives them ten days' written notice:

Privacy

This clause lets users know how you protect their privacy and keep their data secure. Including information about and a link to your Privacy Policy within your GSA's privacy clause can help you to comply with privacy regulations.

Oracle's agreement contains a Data Protection clause that describes its users' data protection responsibilities when using its services and provides links to both its Privacy Policy and Data Processing Agreement:

Warranty Disclaimers

Warranty disclaimers explain whether any of your products or services come with any warranties of any kind, and detail any disclaimers.

Sumo Logic uses a warranty disclaimer in its agreement to let users know that it, its licensors, and its third parties disclaim all other warranties, and that its services are available on an "as is" basis, meaning that it does not take responsibility for any issues that may arise through the use of its services:

Limitation of Liability

A limitation of liability clause explains what you are willing to be held responsible for if customers are harmed from using your products or services.

Zendesk's Main Services Agreement includes a Limitation of Liability clause that informs users that neither it nor its users are to hold each other responsible for any losses or damages occurring from the use of its services:

Applicable Laws You Comply With

Various state and global privacy laws may apply to you, depending on where your business and your customers are located. You can use this clause to help you comply with any applicable laws.

For instance, the California Consumer Privacy Act (CCPA/CPRA) requires businesses that meet its criteria to inform users why they collect and process personal information and to give consumers a way to exercise their rights to access and delete their personal data. You can use an applicable laws clause to fulfill these obligations.

Momentive includes a California Consumer Privacy Act clause in its GSA, which explains the reasons why it collects and uses consumers' personal information and lets users know that it will respond to consumer requests to access or delete their personal information. Momentive uses this clause to inform consumers that it does not sell or share the personal information it collects, and that it is in compliance with the CCPA:

Governing Law

A governing law clause is where you'll let people know what laws prevail if there are any legal issues between you and your end users. It's typically short and to the point, like this example clause:

Choose the laws of a place where you do business, and preferably a place that has laws that will favor your business.

How to Display a Governing Services Agreement (GSA)

You should display your Governing Services Agreement somewhere users can easily access it.

Putting a link to your GSA within your website footer is a good idea, as most consumers will know to scroll to the bottom of your website to find links to your legal information.

Other convenient and accessible locations to put legal links include account login pages and checkout pages on ecommerce sites.

Here's an example of displaying important legal agreement links in the footer of a website:

You can also link it to other legal agreements. For example, Momentive's Terms of Use agreement provides the options of reading its Terms of Use agreement, downloading its Terms of Use agreement, or - for users who access its services through its enterprise sales team - clicking on a link to its Governing Services Agreement:

Clicking on the link to the Governing Services Agreement takes users to a page containing the full contents of Momentive's GSA.

How to Get Agreement to a Governing Services Agreement (GSA)

With the rise of privacy and data protection laws worldwide, it's not enough to just have a legal agreement in place. You also need to make sure that users actively consent to your terms.

One of the most effective ways to get agreement to your legal documents is to use a checkbox that users must click before taking action on your website, whether that's making a purchase, signing up for an account, or even navigating to a new page.

Here's an example of how this can look. The form below asks people to check a box stating that they have read and agree to its Terms of Use and Privacy Notice when creating an account:

Get our free "I Agree" checkbox today to help protect your website and conveniently get consent.

Summary

A Governing Services Agreement is a legal document that details the relationship between and rights and responsibilities of users and the governing entity within your organization that provides services to them.

A GSA can serve to educate users, provide legal protection, and help you to comply with applicable privacy and data protection laws.

Your GSA should be clearly written and easy to understand. You should only include clauses that are relevant to your organization.

Common clauses you might incorporate into your GSA include:

• Definitions
• Services
• Payment
• Customer responsibilities
• Termination
• Privacy
• Warranty disclaimers
• Limitation of liability
• Applicable laws

You should display your GSA somewhere users can easily find it. Common places to put legal links on your website include within your website footer and on your account sign-up and ecommerce checkout pages.

The best way to get agreement to a GSA is to use a checkbox that users must tick before taking specific actions on your website, including signing up for an account, making a purchase, or visiting certain pages of your site.