CHILE Law and Practice Contributed by: Carolina Cabrera, LawTech
2.2 Suspension Rights Suspension rights in Chilean software, SaaS and tech - nology services agreements are mainly contractual. There is no single statutory list of triggers. Providers typically seek suspension rights for non-payment, unauthorised use, security risks, legal or regulatory requirements, and conduct affecting the platform or other customers. The most common trigger is non-payment after notice and a cure period. Customers, especially regulated or operationally sensitive customers, usually negotiate prior notice, escalation, partial suspension, continued data access and exceptions for disputed invoices or critical services. Providers also seek suspension for unauthorised use, such as exceeding users, environments, API calls or volumes, sharing credentials, reverse engineering, scraping, misuse, breach of acceptable use policies, or interference with service performance. Security triggers are increasingly important. Provid - ers often request immediate suspension where the customer creates a real or suspected security risk, introduces malware, compromises credentials, affects platform integrity or threatens other customers. Legal, regulatory and data-related triggers are also common. Providers may suspend where continued service would breach law, a court order, regulatory instruction, sanctions, IP, privacy or cybersecurity requirements. Regulated customers normally seek proportionality, co-operation, emergency data access, transition assistance and clear reinstatement proce - dures. 2.3 Audit Rights Audit rights are increasingly important in Chilean soft - ware, SaaS, cloud and technology services agree - ments, especially where the customer is regulated or the service involves personal data, cybersecurity, payments, critical operations or outsourcing. Customers typically request audit rights covering security, availability, data protection, continuity, dis - aster recovery, subcontracting and regulatory compli - ance. This may include policies, certifications, pen -
etration testing summaries, incident records, access controls, encryption, backups, service levels, data processing terms and subcontractor controls. Regulated financial institutions and payment compa - nies are especially focused on auditability. For them, audit rights are part of regulatory risk management, and providers may need to support audits, regula - tory inspections, subcontractor disclosure, continuity reviews and exit planning. Cloud and multi-tenant SaaS providers usually resist broad on-site audits. Market practice often relies on SOC reports, ISO certifications, security question - naires, third-party audit reports, compliance portals, penetration testing summaries and customer-specific audit meetings. Providers also request audit rights to verify licence compliance, users, environments, installations, API usage, storage, transaction volumes and misuse. Modern clauses define scope, frequency, notice, per - mitted auditors, confidentiality, records, remediation, costs and regulatory access. 2.4 Escrow Provisions Escrow clauses are not standard in all Chilean soft - ware contracts. They are relatively uncommon in ordi - nary SaaS agreements, especially multi-tenant cloud services where the customer does not receive, install or operate the software. In those cases, customers usually negotiate data export, transition assistance, continuity commitments, termination support and backups instead of source code escrow. Escrow remains relevant for critical software, bespoke developments, on-premise deployments, private cloud, core systems and technology supplied by smaller or highly specialised vendors. Customers may request it where the software is difficult to replace, deeply integrated or essential for regulated or sensi - tive operations. Typical deposits include source code, build instruc - tions, technical documentation, configuration files, deployment scripts and materials needed to maintain or operate the software. More sophisticated arrange -
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