End-User Agreement

Terms and conditions

1. Acceptance of terms and conditions: 
   1. The Customer accepts the terms and conditions in effect at the time of supply of the SaaS.
   2. The Supplier may update these terms and conditions at any time on one month’s written notice to the Customer except that where a Fixed Term applies the updated terms and conditions will not apply for the remainder of the current Fixed Term but will apply for the renewal of that Fixed Term (if any) and any ongoing use beyond the end of the current Fixed Term (as applicable).
   3. Without limiting clause 1.1(b), the Customer’s continued use of the SaaS confirms the Customer’s acceptance to be bound by the latest terms and conditions.
   4. Any additional or different terms that the Customer may stipulate or state in any communication with the Supplier will not be binding on the Supplier or included in the Agreement unless expressly agreed in writing by the Supplier.
2. The ‘Agreement’ comprises the Customer Information, Selected Options, Relevant Pricing, these terms and conditions (as updated from time to time under clause 1.1(b) above) and the Support Schedule.
3. These terms and conditions apply to customers that purchase SaaS (or on whose behalf SaaS is purchased) and if there is a trial period available, these terms and conditions also apply to that trial period.
4. The SaaS is available from the Supplier directly and from Authorized Partners and is available at various Purchase Locations. Regardless of where the purchase is made, these terms and conditions apply as between the Supplier and the Customer.
5. All capitalized terms used in these terms and conditions have the meanings given to them in the definition section in clause 19.
6. Where someone other than the Customer purchases SaaS on behalf of the Customer that person is deemed to have authority to accept these terms and conditions for the Customer. 

Trial

1. If a Trial is available to the Customer and the Customer elects to use the SaaS for a Trial, the Customer acknowledges that use of SaaS for the Trial is subject to these terms and conditions.
2. Trial period
   1. The Trial will commence when the Trial SaaS is made available to the Customer. In order for the Trial SaaS to be available to the Customer, the Customer will need to follow the steps outlined to the Customer by the Supplier, the Authorized Partner or at the Purchase Location, and accept these terms and conditions. The Customer acknowledges that the Trial is for the version of SaaS made available under the free trial offer, as hosted by the Supplier. The free trial will end on expiration of the Trial Period, unless terminated earlier under these terms and conditions.
3. Provisioning for Trial
   1. The Supplier will provide the Trial SaaS to the Customer in accordance with these terms and conditions. The Supplier will:
      1. provide the Customer with access to the Trial SaaS;
      2. provide assistance with use of the SaaS as reasonably requested by the Customer (or the Supplier will procure the Authorized Partner to provide assistance). The assistance will be available from the Customer during the hours notified by the Supplier, or the hours notified by the Authorized Partner or at the Purchase Location (as applicable). If no hours are notified, the Supplier or relevant Authorized Partner will use reasonable endeavours to provide assistance during their working day.
4. Common terms apply: Except for clauses 3, 5 and 6, all clauses of these terms and conditions apply to Trials (in addition to this clause 2). 

Saas

1. Provision of SaaS: The Supplier will provide the SaaS to the Customer in accordance with the Agreement. The SaaS is provided to the Customer on a non-exclusive basis and the Customer’s right to use the SaaS is not transferable. The Supplier will provide log on access to the Customer to enable the Customer to access and use the SaaS.
2. SaaS Hosting and Availability: The Supplier provides the SaaS bundled with the Hosting. The Supplier’s commitment to SaaS availability is the Monthly Uptime Commitment, which applies subject to the Exception Factors. Where emergency maintenance is necessary or where unplanned outages occur, this will be notified to the Customer as soon as possible after coming to the Supplier’s attention. Where the Supplier does not meet the Monthly Uptime Commitment, and the failure to meet the Monthly Uptime Commitment is not due to any of the Exception Factors:
   – a Service Credit may apply; and
   – the Customer may submit a Claim to the Supplier.
   If the Supplier, following its assessment of the Claim, determines that the Monthly Uptime Commitment was not met in the relevant period (and that this was not due to any Exception Factors), a Service Credit will apply (Service Credits are not available for every SaaS, refer definition of ‘Service Credit’ in clause 19).

   SaaS Availability: The availability of the SaaS is dependent on factors outside of the Supplier’s control and as such the Supplier cannot and does not warrant that the SaaS will be continuously available or available without interruption.

3. Exception Factors: The Exception Factors are:
   1. Planned Maintenance;
   2. lack of availability or outages of telecommunications networks (Supplier to provide evidence);
   3. a network or device failure external to the Supplier’s or its third party provider’s data centers, including at Customer’s site or between the Customer’s site and the Supplier’s or third party’s data centers;
   4. issues resulting from the Customer’s use of infrastructure (including IaaS), software or services (other than the SaaS) including issues related to dependencies on the Customer’s Integrated Services and Products;
   5. any third party act, omission or circumstance which results in unavailability of the SaaS, whether malicious or not (other than where the third party is a subcontractor engaged by the Supplier); and
   6. a Force Majeure Event.
4. Security Breach
   1. Without limiting any other legal obligations that the Supplier may have in the event of a security breach, the Supplier represents that it has used and will continue to use reasonable endeavours in designing and/or utilizing the SaaS Systems and in operating and managing the SaaS so as to minimize the risk of a Security Breach.
   2. In the event of any Security Breach:
      1. the Supplier will, subject to all applicable laws, notify the Customer as soon as practicable after the Supplier becomes aware of the Security Breach;
      2. the Customer will notify the Supplier as soon as practicable, but no later than 24 hours after the Customer becomes aware of the Security Breach;
   3. subject to all applicable laws, immediately following notification of a Security Breach under clause 3.4(a) or (b) above, the parties will coordinate with each other to investigate the Security Breach. The Supplier will cooperate with the Customer in the Customer’s handling of the matter, including, without limitation by assisting with any investigation, providing the Customer with physical access to the facilities and operations affected to the extent reasonably practical, facilitating interviews with the Supplier’s employees and others involved in the matter and making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required by Customer.
5. Data
   1. The Customer warrants that the Customer has the right and authority to deal with the Data in the manner contemplated by the Agreement.
   2. The Customer is responsible for:
      1. all Data entry requirements; and
      2. except as expressly provided otherwise in the Agreement, for all aspects of the Customer’s access and use of the SaaS; and  iii. managing the Permitted Users in respect of their use of the SaaS and managing any changes to the Permitted Users;
      3. ensuring that Permitted Users keep all login details for the SaaS confidential and do not share their login details; and
      4. ensuring that, in using the SaaS, the Customer and all Permitted Users comply with all applicable laws. To the extent permitted by law, the Supplier accepts no responsibility for ensuring that use of the SaaS will result in the Customer complying with applicable laws or enable the Customer to comply with applicable laws (including for example and without limitation, laws requiring records to be stored in a particular jurisdiction).
   3. Nothing in the Agreement transfers ownership of the Data to the Supplier or to any Authorized Partner.
   4. All Data is available to the Customer:
      1. for the term of the Agreement, via the SaaS;
      2. on request to the Supplier at any time during the term of the Agreement and for a period of 1 Month following expiration or termination of the Agreement.
6. Support: The Supplier or Authorized Partner will provide assistance in resolving issues in respect of the Customer’s access or use of the SaaS, in accordance with the Support Schedule.
7. Common terms apply: Except for clause 2, all clauses of these terms and conditions apply to the SaaS (in addition to this clause 3).