Master SAAS | Version no: 1 | Last updated: March 2022
Authorised by: Timothy Musoke, CEO, Laboremus Uganda Ltd.
These Master SaaS: Support and Maintenance Services Terms (“Terms”) govern the Customer’s access and use of Laboremus’ SaaS Services as defined below. “Provider” means Laboremus Uganda Limited and all entities with all rights and obligations with respect to Services.
1. INTERPRETATIONS AND ABBREVIATIONS
(a) “Support Services” means the technical support furnished by the Provider delivered or applicable to SaaS Service(s)developed by the Provider for the Customer including without limitation, remote troubleshooting capabilities, installation assistance and basic usability assistance.
(b) “Technical Support” means support provided regarding problems of a technical nature that occur due to the malfunction or non-function of software code of a SaaS Services.
(c) “Authentication Service” means an identity verification mechanism designed by the Provider for use by the Customer in relation to a SaaS Services and may also be categorised as an Ancillary Service in accordance with this Agreement.
(d) “Response Time” means the time period within which the Provider responds to a failure, or Technical Problem reported by the Customer in accordance with the Support Request format herein provided.
(e) “Non-Provider Software” means software that has not been developed by the Provider for the Customer.
(f) “Confirmation Documentation” means any confirming documentation used to establish an agreed upon term(s) between the Parties establishing or in relation to a Transaction and shall include a Statement of Work.
(g) “Transaction” means the agreement between the Parties for the Provider to furnish Services and the Customer to pay for them in accordance with the relevant terms of Agreement between them.
(h) “Third-Party Licenses” means all licenses and other agreement with third parties relating to any Intellectual Property or products that are supplied or developed by a different entity that is not the Provider, to enhance the functionality of a SaaS Services furnished by the Provider to the Customer.
(i) “Technical Problem” means unforeseen failures of bugs that make the functionality of a SaaS Services difficult or impossible.
1.1. Any other terms shall have the meaning given to them as stated within a particular clause they are relevant to.
2. SERVICES COVERED UNDER THIS AGREEMENT
2.1. GENERAL TERMS
2.2. TECHNICAL SUPPORT SERVICES
The Provider shall furnish technical Support, that is, direct support to the technical team of the Customer. As such, the Customer may reach out to the Provider Support Desk, in accordance with the contact details provided herein. (“Support to Support”)
2.2.1. SUPPORT SERVICES PROVISIONS
Support Services shall be provided during the Ordinary Schedule. The Ordinary Schedule includes all business days excluding public holidays and during business hours of 0900 and 1700 EAT.
Support Services may only be provided outside the Ordinary Schedule for an additional cost as stipulated in an Order Form, whether for individual incidents or even on a permanent basis.
2.2.2. SUPPORT REQUESTS
Support Services shall be provided upon submission of a Support Request provided by formal email on email@example.com or by contacting 0200903003 during the Ordinary Schedule.
A Support Request shall always contain the necessary information needed for the Provider to reproduce and troubleshoot a Technical Problem. This information must include:
(a) The name of the reporter of the Technical Problem.
(b) The contact details of the reporter of the Technical Problem.
(c) The date and time the support request was submitted to the Provider.
(d) The Uniform Resource Locator (“URL”) of the page where the Technical Problem is occurring (if applicable).
(e) The description of the Technical Problem (if and where possible).
(f) The Operating System (“OS”) or Browser of the user that experiences the Technical Problem.
(g) The environment in which the Technical Problem is occurring.
2.2.3. For all Support Requests, the Provider shall review the issue and communicate to the Customer how many support hours it will take to solve the issue. The Provider shall keep the Customer duly updated during its provision of Support Services and deployment of the remedied SaaS Services shall occur as soon as it is ready to be deployed, excluding Fridays, or a business day prior to a statutory holiday, unless the Customer explicitly requires it.
2.2.4. The Provider shall respond promptly to all requests for Support Services made by the Customer in accordance with the terms of this Agreement and according to the stipulated Response Time.
For purposes of coherent interpretation between the Parties, “Response Time” means the time within which the Provider responds to a Technical Problem reported by the Customer once it has been duly reported to the Provider in accordance with this Agreement.
The criticality of each request shall be assessed by the Provider only addressing Technical Problems that impact the functionality of a SaaS Services according to severity; and the Provider reserves this right in according with the following matrix:
2.2.5. After assessing a Support Request, the Provider shall furnish the Customer with an Indicative Resolution Time in the event that it cannot guarantee resolution time apart from the criteria of the matrix above provided.
2.2.6. The Provider may suspend the provision of Support Services if any amount due to be paid by the Customer to the Provider under this Agreement, or under an Order Form, is overdue. The Provider shall have already given the Customer at least fourteen (14) days’ written notice of its intention to suspend support services, following the amount being unpaid thirty(30) days after provision of an invoice to the Customer.
The Provider’s responsibility to provide Support Services under this Agreement may be limited to specific versions of software as outdated versions of the software may no longer be supportable by the Provider.
The Provider is responsible for communicating any system compatibility requirements for the assured functionality of any SaaS Service(s) currently supported that are accordingly stated within Schedule 1 of this Agreement.
The Provider shall communicate any system compatibility requirements for the assured functionality of any other SaaS Services that may be developed as Future Services.
The Provider shall only support Operating Systems and Browser versions that are compatible with SaaS Service(s) currently supported, or any other SaaS Services that may be developed as Future Services for the Customer.
This includes the requirement for the Customer to maintain the most current versions of any Operating System or Browser Version before an applicable End of Life (“EOL”) scenario that would render such an Operating System and/or browser Version unsupportable by the Provider due to incompatibility.
As such, where the underlying Operating System (“OS”)and SDK (“Software Development Kit”) is no longer supported or exceeds its Long-Term Support (“LTS”)period because of incompatibility, the Provider shall not have the obligation to provide Services under this Agreement to the Customer.
2.4. MAINTENANCE AND SCHEDULED MAINTENANCE SERVICES
2.4.1. The Provider shall where practicable give to the Customer at least two (2) business days’ prior written notice of scheduled maintenance that shall or is likely to affect the availability or functionality of a SaaS Services.
2.5. THIRD-PARTY LICENSE MANAGEMENT SERVICES
2.5.1. The Provider may suggest to the Customer specialised software license purchase to enhance the overall speed and user experience of a SaaS Service(s). In the event that the Customer is amenable to purchasing such software, it shall be procured as an Ancillary Service and by Order Form.
2.5.2. The Provider shall be responsible to procure such licenses on behalf of the Customer through the timely provision of an invoice to them stipulating the necessary license purchase rate/price as well as the Provider’s commission fee for procurement management of the licenses.
2.5.3. The Provider shall be responsible to inform the Customer of license renewal obligations through the provision of a notification to them stipulating the necessary license renewal rate/price as well as the Provider’s commission fee for license renewal management.
2.5.4. This is the full scope of the Provider’s Third-Party License management obligations to the Customer. As such the Provider shall not be responsible to handle any issues resultant from any other aspects regarding Third-Party licenses that do not relate either to their procurement or renewal.
3. SERVICES NOT COVERED UNDER THIS AGREEMENT
3.1. SUPPORT OUTSIDE SCOPE OF WORK
3.1.1. Services under this Agreement shall not be provided for Support Requests that are not part of the scope agreed between the Parties, or outside any approved SRS documentation, or any Technical Problems negligently caused by the Customer, apart from formal communication to the Provider or through Change Requests by a Change Order.
3.1.2. Services under this Agreement do not cover fault remediation as a consequence of negligence on the part of the Customer, damage caused by conditions that the Customer bears the risks for, installation performed by the Customer of software of software versions that are not covered under this Agreement.
3.1.3. Services under this Agreement do not extend to technical issues caused by Non-Provider Software.
3.1.4. Therefore, any Support Services provided to the Customer outside the stated scope shall attract a fixed hourly rate of USD 80.
3.2. BACKUPS AND DATA STORAGE
The Customer is responsible for regularly backing up any information related to a SaaS Service(s) as the performance of data base backups and upgrades is a system administration routine and shall be the responsibility of the Customer. The Provider recommends daily backups.
3.3. SERVER REQUIREMENTS
The Customer shall be responsible for hosting a SaaS Services in the manner prescribed in its respective deployment plan shared by the Provider. The Customer shall be responsible for ensuring that the SIT, UAT, and Production environments are always available, and any system unavailability shall be communicated as soon as possible. The Customer shall communicate any changes to these environments at least three (3) business days in advance.
3.4. NON-PROVIDER SOFTWARE OR SYSTEMS
3.4.1. SaaS Services may integrate with systems that have not been developed by the Provider. This Agreement does not provide for Support Services of software or systems that are not developed as part of a SaaS Services or supplied by the Provider. Maintenance and support activities on Non-Provider Software shall not be furnished by the Provider, therefore.
3.4.2. The Provider shall not be responsible for reduced or halted performance of a SaaS Services as a result of failures of Non-Provider Software, use of outdated software versions that the Provider no longer supports, failures of software or systems that are not supplied by the Provider.
3.4.3. Where the underlying Operating System (“OS”)and SDK (“Software Development Kit”) is no longer supported or exceeds its Long-Term Support (“LTS”)period, the Provider’s obligation to provide Services under this Agreement to the Customer shall not exceed:
(a) Any applicable End-of-Life (“EOL”)Policy furnished to the Customer providing and/or defining the end-of-support date for the underlying SDK.
(b) Any system or software compatibility requirements for the assured functionality of any SaaS Service(s) currently supported, or any other SaaS Services that may be developed as Future Services provided to the Customer.
(c) The Provider’s ability to provide services under this Agreement as may be uncontrollably inhibited by technological services provided by third parties thereby impairing or disrupting provision of Services under this Agreement. As such, the Provider does not make any representations, covenants, conditions or warranties to the Supply Partner, whether express or implied, including warranties of title or implied warranties of merchantability, satisfactory quality or fitness for a particular purpose, non-infringement, accuracy, availability, or error or malware-free or uninterrupted operation of a SaaS Services.
3.5. MANAGEMENT AND PROVISION OF HARDWARE
3.5.1. The Provider is not responsible for furnishing or managing any hardware on which a SaaS Services may be used, or system installed.
3.5.2. It shall be the responsibility of the Customer for inter alia evaluating which hardware is suitable for a SaaS Services, upgrading operating systems of devices, installation of a SaaS Services to hardware, monitoring of usage of hardware, and their replacement.
3.6. CUSTOMER INFRASTRUCTURE
3.6.1. The Provider shall not be responsible for the maintenance or upgrades of the Customer’s technical infrastructure. This includes but is not limited to applying patches, upgrades, troubleshooting or performing changes to the infrastructure.
4. PARTY OBLIGATIONS
4.1. RESPONSIBILITIES OF PROVIDER
(a) The Provider is responsible for satisfactorily meeting the service level expectations in the provision of Services covered under their respective scopes in this Agreement, as according to this Agreement and trite industry practice in Uganda concerning the same.
(b) The Provider shall maintain a SaaS Services in such a way that accessibility, stability, and security are safeguarded in accordance with industry standards.
(c) The Provider is responsible for taking the following measures to ensure that the service level expectations are indeed satisfactory to the Customer by:
I. Meeting with the Customer Technical Support Team once every quarter to directly receive any constructive feedback on the provision of services covered under this Agreement.
II. At the formal request of the Customer, providing a written report detailing a summary of Technical Problems handled in a communicated time period, in order that the Customer may be better equipped to handle Technical Problems as well as increasing the expedience in handling Technical Problems.
4.2. RESPONSIBILITIES OF THE CUSTOMER
(a) The Customer shall be responsible for formally communicating any Technical Problems within the scope of Services provided under this Agreement according to the stipulated process provided for herein.
(b) The Customer shall be responsible for formally communicating any system unavailability in accordance with the Support Request terms provided under this Agreement.
(c) The Customer shall be responsible for ensuring that communicated Support Requests are within the scope of the Services covered under this Agreement.
(d) The Customer shall duly inform the Provider about any upgrades or changes to their Information Technology (“IT”) infrastructure that might affect the functionality of SaaS Services that are supported through Services provided under this Agreement.
(e) The Customer shall be responsible for formally communicating to the Provider unsatisfactory service level performance experienced on their part, in accordance with the service level terms herein stated.
(f) The Customer shall provide necessary and reasonable access to IT systems, terminals and software as required by the Provider to effectively support a SaaS Services including but not limited to VPN credentials, usernames, and passwords.