SmartSaaS Software Solutions Agreement

1. DEFINITIONS

In this Agreement, except to the extent expressly provided otherwise:

• "Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
• "Agreement" means this agreement including any Schedules and any amendments to this Agreement from time to time;
• "Business Day" means any weekday other than a bank or public holiday in England;
• "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
• "Charges" means the following amounts: (i) the amounts specified in Part 2 of Schedule 1 (Hosted Services particulars), (ii) such amounts as may be agreed in writing by the parties from time to time; and, (iii) amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);
• "Customer Confidential Information" means: (i) any information disclosed by, or on behalf of, the Customer to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (ii) was marked or described as "confidential"; or, (iii) should have been reasonably understood by the Provider to be confidential;
• "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
• "Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer concerning this Agreement, but excluding data for which the Provider is a data controller;
• "Data Protection Laws"/"GDPR" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to the Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
• "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
• "Effective Date" means the date of execution of this Agreement;
• "Amount Specified" means the amount agreed by the Customer and Provider in respect to payment and charges of initial service and payment according to this agreement;
• "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
• "Hosted Services" means any SmartSaaS product including SaaS-Sign, SaaS-Collect and SaaS-Analyse, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service per this Agreement;
• "Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of: (i) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services; (ii) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; (iii) a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or; (iv) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
• "Hosted Services Specification" means the specification for the Platform and Hosted Services;
• "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
• "Maintenance Services" means the general maintenance of the Platform and Hosted Services and the application of Updates and Upgrades;
• "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom;
• "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
• "Provider" when referring to the software solution, SmartSaas;
• "Schedule" means any schedule attached to the main body of this Agreement;
• "Services" means any services that the Provider provides to the Customer, or must provide to the Customer, under this Agreement;
• "Support Services" means support in relation to the use of, the identification and resolution of errors in the Hosted Services, but shall not include the provision of training services;
• "Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
• "Term" means the length of this Agreement;
• "Update" means a hotfix, patch or minor version update to any Platform software; and
• "Upgrade" means a major version upgrade of any Platform software.

2. AGREEMENT TERM

The "Initial Term" of this Agreement is the first one (1) year(s) from the date the Software Solution (as defined below) is installed on the Customer's Machine (as defined below) as of the Effective Date.

A minimum of ninety (90) days before the end of the Initial Term or any 'Renewal Term', whichever comes first, either party may give the other party written notice of its intent not to renew, if however, this does not happen, this Agreement will automatically renew for additional one (1) year periods (each a "Renewal Term" and, together with the Initial Term, the "Term").

There are renewal fees for each one-year period of renewal.

Despite the aforementioned, this Agreement may be dissolved before it expires as may be specified elsewhere herein.

3. LANGUAGE

Regardless of which this language agreement may be translated, the English language version alone shall be the authoritative, controlling, and regulating version.

4. SERVICE LEVEL

We will use all commercially reasonable efforts to provide the service 24 hours a day, seven days a week however, we do not warrant that the Software Solution will be free from interruptions, delays or errors caused by our systems, acts or omissions by other third-party service providers, general hardware or software failures or force majeure. You must notify us without undue delay at support@SmartSaas.co.uk if you experience any interruptions, delays or errors in the Software Solution.

5. CHARGES

The Customer must pay the Charges to the Provider in accordance with this Agreement. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation expiring on any anniversary of the date of execution of this Agreement, following the first anniversary of the date of execution of this Agreement.

6. PAYMENTS

The Provider will issue invoices for the Charges to the Customer from time to time during the Term. The Customer will pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Agreement. The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by the Provider to the Customer from time to time).

7. DATA PROTECTION

Each party will comply with the Data Protection Laws with respect to the processing of the Customer Personal Data. The Provider will only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Agreement. The Provider will only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area).

8. WARRANTIES

The Provider warrants to the Customer that: (a) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and (c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

Nothing in this Agreement will operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. The Provider grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the purposes set out in this Agreement.

10. INDEMNIFICATION

The Provider will indemnify and will keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid in settlement of any disputes) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of this Agreement.

11. LIMITATION AND EXCLUSION OF LIABILITY

Nothing in this Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Agreement and elsewhere in this Agreement: (a) are subject to Section 11.1; and (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

12. TERMINATION

Either party may terminate this Agreement by giving to the other party at least 90 days' written notice of termination. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement).

Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect.

Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

Within 30 days following the termination of this Agreement for any reason; (i) the Customer must pay any outstanding Charges in respect of Services provided to the Customer before the termination of this Agreement; and (ii) the Provider must refund to the Customer any charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement without prejudice to the parties' other legal rights.

13. GENERAL PROVISIONS

Export Compliance

The Services, Content, other SmartSaas technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SmartSaas and the Customer each represent that it is not on any UK government denied-party list. The Customer will not permit any User to access or use any Service or Content in a UK embargoed country or region.

Anti-Corruption

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Entire Agreement and Order of Precedence

This Agreement is the entire agreement between SmartSaas and the Customer regarding the Customer's use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favour of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such termination, the Provider will refund the Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and insure to the benefit of the parties, their respective successors and permitted assigns.

SmartSaas Contracting Entity, Notices, Governing Law, and Venue

The Provider entity entering into this Agreement, the address to which the Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where the Customer is domiciled.

14. NOTICES

Any notice from one party to the other party under this Agreement must be given by one of the below-mentioned methods (using the relevant contact details as indicated):

• (i) Delivered personally or sent by courier by recorded delivery, in which case the notice shall be deemed to be received upon delivery or;
• (ii) Delivered by electronic mail, marked as a priority with a clear Customer reference no. in the subject line.

If the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

The Provider's contact details are as follows:

15. SUBCONTRACTING

Subject to any express restrictions in this Agreement, the Provider may subcontract any of its obligations under this Agreement (providing that the Provider must give to the Customer, however, promptly following the appointment of a subcontractor, the Provider will deliver a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

Notwithstanding the provisions of this clause, but subject to any other provision of this Agreement, the Customer acknowledges and agrees that the Provider may subcontract to any third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements in the Platform.

16. GENERAL

No breach of any provision in this Agreement shall be waived except with the express consent of the party not in breach.

If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). This Agreement may not be varied except by a written document signed by or on behalf of each party.

Neither party may, without the prior written consent of the other party, assign, transfer, charge, licence or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waive, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

This Agreement shall be governed by and construed in accordance with English law.

The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

17. INTERPRETATION

In this Agreement, a reference to a statute or statutory provision includes a reference to: (i) that statute or statutory provision was modified, consolidated, and/or re-enacted from time to time; and (ii) any subordinate legislation made under that statute or statutory provision.

The Clause headings do not affect the interpretation of this Agreement. References in this Agreement refer to "calendar months" and are the 12 named periods (January, until December) in which a year is divided.

In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a class of acts, matters or things.