In short
Why using SaaS/cloud (Microsoft 365, Adobe CC, Canva, Zoom, Slack…) still creates copyright risk: exceeding purchased seats, sharing accounts against the ToS, auto-renewal & true-up. Understand the EULA/ToS as a binding contract, the legal basis in Điều 22 Luật SHTT, and penalties under Nghị định 341/2025/NĐ-CP.
Quick answer
A SaaS/subscription is NOT a copyright waiver: paying does NOT make you immune. You do not buy the software outright — you rent a CONDITIONAL RIGHT TO USE it under the EULA/ToS: the correct number of users (seats), the correct licence type (named-user vs concurrent), and no account sharing beyond the permitted scope. Using beyond those conditions = using the software outside the granted licence.
In Vietnam, the legal mechanism is still copyright. A computer program — even one running in the cloud — is protected as a literary work under Điều 22, Luật Sở hữu trí tuệ 50/2005/QH11 (amended by Luật 07/2022/QH15). Exceeding your seat count or sharing accounts against the ToS may amount to unauthorised use of a copy of a computer program, within the scope of Nghị định 341/2025/NĐ-CP (effective 15 Feb 2026, replacing Nghị định 131/2013), with a maximum fine of VND 250 million (individuals) / VND 500 million (organizations), plus civil/contractual exposure.
Three SaaS risks that are often overlooked: (1) over-deployment — you buy 20 seats but 30 accounts are in use; (2) account sharing — several employees share one named-user login; (3) auto-renew & true-up — auto-renewal terms and the vendor "re-counting" usage to invoice the difference at period end.
*Disclaimer: This article is for information only and is NOT legal advice. Legal document names are kept in Vietnamese (original). Legal citations were checked against original texts at the time of writing (see sources) but law can change and facts vary. Consult an IP lawyer and read your vendor contract carefully before acting.*
1. Three myths that snare Vietnamese firms even after paying for SaaS
SaaS/cloud is a subscription licensing model, not "once you buy it, it is yours." The vendor keeps copyright; you may use the software only IF you meet the conditions in the EULA/ToS. Paying on time settles the PAYMENT obligation only — it does not automatically cover the USAGE obligations (correct seats, correct users, correct scope).
The core distinction: with a legacy desktop build (perpetual), the risk is "pirated installs"; with SaaS, the subtler risk lies in how you count and how you share — something that easily drifts out of control as headcount grows.
- Myth 1 — "I paid the subscription, so I can use it on any number of devices." Wrong. Most ToS bind by seats / named users; exceeding that number is use beyond the granted licence.
- Myth 2 — "One account for the whole team to save money." Many licences are named-user (tied to one person), and the ToS typically forbid sharing login credentials. Sharing against the terms = breach of contract, and can lead to account suspension and back-charges.
- Myth 3 — "It is in the cloud, so data and legal matters are the vendor problem." Wrong. The duties on quantity, scope of use and personal-data protection remain with the subscribing business.
2. How SaaS differs from a perpetual purchase — a table so you do not miscount
Many firms bring their "perpetual-era" way of counting licences over to SaaS and count it wrong. A perpetual purchase counts by number of installs per device; SaaS counts by seats / named users and may be metered continuously by the vendor. Misreading the unit of counting is the root of most over-deployment risk.
Table 1 contrasts the two models from a compliance angle — from the nature of the right and the unit of counting, to the "re-count" mechanism and renewal.
| Criterion | Perpetual purchase | SaaS/subscription |
|---|---|---|
| Nature of the right | Buy a perpetual right to use one version | Rent a time-limited right to use, per the ToS |
| Unit of counting | Number of installs per device | Seats / named users (per-user); some concurrent |
| Typical risk | Installing beyond the licences purchased | Exceeding seats, account sharing, lapsing without renewal |
| Expiry / non-payment | Keep using the purchased build (that version) | Lose the right to use as soon as the subscription ends |
| "Re-count" mechanism | Vendor checks during an audit | Vendor may meter usage continuously + true-up at period end |
| Renewal | Not automatic | Usually auto-renew per the ToS — you must cancel before the deadline |
3. Why exceeding SaaS seats is still a legal matter in Vietnam
Many assume a SaaS EULA/ToS is a "foreign contract" that does not matter in Vietnam. In reality: the ToS is a binding contract between you and the vendor; at the same time, cloud software is still subject to copyright directly protected under Vietnamese law.
The legal mechanism: a computer program is subject to copyright (Điều 22, Luật SHTT). SaaS is a conditional grant of use. When you exceed your seats, share accounts against the ToS, or keep using after the subscription ends → the corresponding permission lapses, and continued use may be treated as unauthorised use of a copy of a computer program — within the scope of Nghị định 341/2025/NĐ-CP.
How to read the table: the fine range is per act; a single case may aggregate several acts plus remedial measures but not exceed the cap of VND 250 million (individual)/500 million (organization). The specific figure is decided by the competent authority — do not infer it. There is also civil/contractual exposure (vendor back-charges, service suspension) and a personal-data protection obligation when you put data in the cloud (Nghị định 13/2023/NĐ-CP — a separate assessment, beyond this article).
| Document | Article/clause | Core content | Sanction / meaning |
|---|---|---|---|
| Luật Sở hữu trí tuệ 50/2005/QH11 (amended 07/2022/QH15) | Điều 22 | A computer program is protected as a literary work, in source or object code — not excluding software that runs in the cloud. | Basis for treating SaaS as subject to copyright; the subscription is only a conditional grant. |
| Nghị định 341/2025/NĐ-CP (issued 26 Dec 2025, effective 15 Feb 2026) | Fine-cap principle | Maximum fine in the field of copyright and related rights. | Up to VND 250 million (individual) / VND 500 million (organization). |
| Nghị định 341/2025/NĐ-CP | Reproduction / copy-use acts | Unauthorised use of a copy of a computer program owned by the rights holder. | Fine per act + remedial measures; applies when you use beyond the granted SaaS licence. |
| Nghị định 341/2025/NĐ-CP | Transitional clause | Replaces Nghị định 131/2013/NĐ-CP (and amendments 28/2017, 129/2021). | The full copyright administrative-sanction framework applies from 15 Feb 2026. |
| Luật Cạnh tranh 2018 (23/2018/QH14) | Article 45(3) & (5b) | Bars disparagement (untruthful information about another enterprise) and comparison that cannot be substantiated. | Applies when SaaS-compliance marketing targets a competitor / vendor — unfair-competition risk. |
4. Which way are you using SaaS? A risk-lookup table
SaaS risk does not always arise — it depends on the licence type (named-user vs concurrent) and how you deploy. Table 3 is a quick lookup for scenarios common in Vietnamese firms and what to do about each.
| Scenario | Compliance risk? | Why | What to do |
|---|---|---|---|
| Buy 20 named-user seats, assign exactly 20 people | Low | Right count, right people | Keep seat-allocation records; review when headcount changes |
| Buy 20 seats, but 30 people are actually logging in | High | Over-deployment — beyond the granted licence | Buy more seats OR revoke some access; prepare for a true-up |
| One named-user account shared across a whole department | High | The ToS usually forbid sharing named-user logins | Grant each person their own seat, or move to a suitable plan |
| An employee left but their seat/account was not reclaimed | Medium | Wasted cost + unauthorised-access risk | Off-boarding process to reclaim the seat immediately |
| Subscription expired, but still using a cached/offline build | High | Expiry = loss of the right to use under the ToS | Renew or uninstall; do not keep using after termination |
| Not tracking auto-renew, hit by an unbudgeted renewal/true-up | Financial risk | Auto-renewal terms + end-of-period usage metering | Schedule a review before the renewal date; reconcile usage vs seats |
5. The 5-step SaaS licence compliance process
SaaS compliance needs no expensive tooling, just a repeatable process. The five steps below turn subscription control into an operating habit instead of a one-off scramble when a true-up or an inspection hits.
- Step 1 — Inventory subscriptions (SaaS inventory). List every paid SaaS service + licence type + seats purchased + invoices/contracts. Include "shadow SaaS" that employees signed up for on a company card.
- Step 2 — Reconcile usage vs seats. For each service, compare the actual number of active users with the seats purchased. A positive gap = over-deployment risk; a negative gap = waste.
- Step 3 — Read & classify the terms. Flag: named-user or concurrent? does it forbid account sharing? is there auto-renew? is there true-up? — these are the contract "traps" that need an internal policy.
- Step 4 — Set policy & de-provision. Only IT grants/reclaims seats; off-boarding reclaims them immediately; schedule a review before the renewal date to avoid an unbudgeted auto-renew/true-up.
- Step 5 — Review periodically. Put usage-vs-seat reconciliation on a quarterly cycle; every new SaaS service added is another chance for the terms to change.
6. Marketing caution: do not disparage or falsely compare rivals/vendors
Once your firm complies with SaaS well, there is a temptation to market it by tearing down rivals ("competitor X is pirating Microsoft 365", "company Y shares Adobe accounts illegally"). This is a separate legal risk zone, apart from the copyright story.
Under the Competition Law 2018 (Luật Cạnh tranh 23/2018/QH14), Article 45(3), providing untruthful information about another enterprise that harms its reputation, finances, or business (disparagement) is prohibited. Article 45(5)(b) prohibits comparing your goods/services with like products of another enterprise without being able to substantiate the claim.
The safe message: talk about your own compliance standard (you have a SaaS inventory, usage-vs-seat reconciliation, an off-boarding policy) and cite verifiable facts; do not accuse a named enterprise or vendor of violations without proof.
FAQ
1. Does paying the subscription in full mean I already comply with copyright? Not necessarily. Paying on time settles the money obligation, but compliance also depends on how you use it: the correct number of seats, the correct named users, no account sharing against the ToS, and no continued use after the subscription ends.
2. How is exceeding your purchased seats (over-deployment) handled? Contractually, the vendor can true-up (back-charge the excess) or suspend the service. Under Vietnamese law, using software beyond the granted licence can be unauthorised use of a copy of a computer program (Điều 22, Luật SHTT), within the scope of Nghị định 341/2025/NĐ-CP.
3. Is it fine to let a whole department share one named-user account? Many SaaS licences are named-user and the ToS forbid sharing credentials. Sharing against the terms is a breach of contract that can lead to account suspension and back-charges; grant each person their own seat.
4. What is a "true-up"? It is a mechanism where the vendor measures actual usage and issues an invoice for the excess over the committed seats, usually at period end. Not tracking usage-vs-seat easily leads to unbudgeted costs.
5. My subscription expired but the software still opens offline — is it fine to keep using it? Expiry = loss of the right to use under the ToS. Trying to keep using a cached/offline build may be treated as use beyond the granted licence. Safest: renew or stop using it.
6. Are there extra concerns when I put customer data on a foreign SaaS? Beyond software copyright, the business also has a personal-data protection duty (Nghị định 13/2023/NĐ-CP). This is a separate assessment worth reviewing when choosing a SaaS vendor. (This article focuses on the licence/copyright side and does not go deep into the data side.)
*This article is for reference only and does not replace legal advice. Please check original texts (cov.gov.vn, vanban.chinhphu.vn) or consult an IP lawyer before deciding.*
Conclusion
SaaS/cloud gives businesses flexibility and cuts infrastructure cost — but it comes with a conditional contract. The cost of compliance (one SaaS inventory, one usage-vs-seat reconciliation process, one renewal-review calendar) is tiny compared with the risk of a sudden true-up from over-deployment or a copyright penalty.
Start today with the simplest question: do you know how many SaaS services your company pays for, how many seats it bought, and how many people actually use them? If you cannot answer, that is the first risk to close.
Sources
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