DEPLOYED SAAS AGREEMENT


This software as a service agreement ("Agreement") is made between: 

[CUSTOMER NAME] a company incorporated under the laws of [COUNTRY] (Registered Company No.: [COMPANY NUMBER]) whose registered office is situated at [ADDRESS] (“Customer”); and 

Deployed Limited a company incorporated under the laws of England and Wales (Registered Company No.: 11209129) whose registered office is situated at Athenia House, 14 Andover Road, Winchester, SO23 7BS (“Deployed”).

BACKGROUND

Subject to the terms and conditions of this Agreement, Deployed wishes to license its Product on a non-exclusive basis to Customer, and Customer wishes to use the Product for its own internal business purposes.

1.	DEFINITIONS
‘Acceptance Certificate’	has the meaning given in Section 2.2 in Schedule 4 (Services Terms and Conditions) to this Agreement;
‘Acceptance Testing’	has the meaning given in Section 2.1 in Schedule 4 (Services Terms and Conditions) to this Agreement;
‘Admin User’ 	means Customer’s employees authorised to use the Product and entitled to direct customer support from Deployed and access to the admin configuration of the Product for User management
‘Agreement Expiry Date’	has the meaning given in Clause 2.1; 
‘Applicable Laws’ 	means all applicable laws, statutes, regulations and codes including the Modern Slavery Act 2015, Criminal Finances Act 2017, Bribery Act 2010, anti-money laundering laws and Data Protection Laws from time to time in force;
‘Base License’ 	means the license granted for the Product pursuant to this Agreement;
‘Build Complete Notice’	has the meaning given in Section 2.1 in Schedule 4 (Services Terms and Conditions) to this Agreement; 
‘Business Day’	means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
‘Business Hours’	means 9:00am to 5.00pm GMT on each Business Day;  
‘Confidential Information’ 	means the terms and conditions of this Agreement, the charges and all information that a party receives from or on behalf of the other party that indicates or a reasonable person should assume that it is confidential or proprietary in nature. Notwithstanding the foregoing, the following information shall always be deemed to be Confidential Information of the respective parties, regardless of whether it is identified as confidential at the time of disclosure: product roadmaps, source code, formulae, processes, release dates, feature sets, strategic business plans, methodologies and technical and commercial know-how;
‘Controller’	has the meaning given to it in Data Protection Laws; 
‘Customer Content’ 	means all Intellectual Property Rights created by Customer (or owned by Customer prior to this Agreement) that Customer either: (i) uploads onto the Product or Templates; and/or  (ii) otherwise makes  available to Deployed in connection with use of the Product and/or provision of Services;
‘Customer Data’	means Personal Data where Customer is the Controller and Deployed Processes such Personal Data as a Processor, as further described in Annex 1 in Schedule 3 (Data Processing Agreement) to this Agreement; 
‘Customer Trademark’ 	means the registered trademarks and trademark applications, and all unregistered trademarks and logos which Customer now or hereafter uses or authorises others to use to identify Customer’s products, services and/or otherwise Customer’s business;
‘Data Protection Laws’ 	means the GDPR, together with any applicable implementing or supplementary legislation in the UK (including the UK Data Protection Act 2018) or any applicable member state of the EEA and Switzerland;
‘Data Subjects’	has the meaning given to it in Data Protection Laws;
‘Deliverables’	means any IPR created by Deployed during the provision of the Services;  
‘Deployed Specific IPR’	has the meaning given in Clause 7.1; 
‘Deployed Materials’ 	means any materials (excluding Deliverables, Product and Templates) owned by Deployed and provided to Customer under this Agreement;
‘Deployed Personnel’	has the meaning given in Section 1.3 in Schedule 4 (Services Terms and Conditions) to this Agreement; 
‘Deployed Trademark’ 	means the registered trademarks and trademark applications, and all unregistered trademarks and logos which Deployed now or hereafter uses or authorises others to use to identify the Product, Services or otherwise Deployed’s business;
‘Documentation’ 	means Deployed’s standard user manuals and related documentation generally made available to Customer relevant to the Product, as revised by Deployed from time to time;
Effective Date’	the date this agreement is effective;
‘EU GDPR’	means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016; 
‘Export Control Laws’ 	means any law, regulation, statute, prohibition, or similar measure applicable to the Product and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures, including, but not limited to, those administered and enforced by the European Union, the United Kingdom, and the United States, each of which shall be considered applicable to the Product and Deployed’s business;
‘FDPA’	means the Swiss Federal Data Protection Act of 19 June 1992;
‘Feedback’	has the meaning given in Clause 7.3; 
‘GDPR’	means the UK GDPR and/or EU GDPR (as applicable in the context);
‘Incident Fix’	has the meaning given in Clause 4.4; 
‘IDTA’	means the International Data Transfer Agreement as issued or approved from time-to-time by the ICO under s119A(1) Data Protection Act 2018; 
‘Insolvency Event’ 	means (a) taking any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; and/or (b) suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business;
‘Intellectual Property Rights’ or ‘IPR’	means copyright, patent rights, design rights, database rights, trademarks and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
‘License Start Date’ 	has the meaning given in Clause 2.2;
‘License Expiry Date’ 	means the expiry date for the relevant Base License as set out in Schedule 1 (License and Services Schedule) or an Order Form (as applicable);
‘Licensed Materials’	has the meaning given in Clause 3.1; 
‘License Term’ 	means the period of time between the License Start Date and License Expiry Date for the applicable Product, subject to earlier termination in accordance with this Agreement;
‘Losses’ 	means liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal and other professional costs and expenses);
‘Malicious Code’	means any automatic shut-down, lockout, virus, spyware, worm, trap door, Trojan horse, back door, time bomb or other similar mechanism (e.g., timer, clock, counter or other limiting routine, instruction, or design) that would erase data or programming or otherwise cause any system to become inoperable or incapable of being used in accordance with its documentation or intended purpose, or aid in a data leak;
‘OF Effective Date’	means the effective date of an Order Form as set out in the applicable Order Form;  
‘Order Form’	means an amendment to this Agreement (in a form substantially similar to the example set out in Schedule 2 (Order Form)) used by parties for the procurement of additional Services, Products, Users and/or Units;
‘Personal Data’ 	has the meaning given to it in Data Protection Laws;
‘Processing’ 	has the meaning given to it in Data Protection Laws;
‘Processor’	has the meaning given to it in Data Protection Laws;
‘Product’ 	means the software as a service solution, together with the Documentation to such solution, licensed by Deployed to Customer;
‘Product Changes’	has the meaning given in Clause 3.7;
‘Product Notice’	means a notice provided by Deployed to Customer thirty (30) days in advance either by email, Product message board, or by other means; 
‘Related Third Parties’ 	means Deployed’s agents, directors, employees, subcontractors and suppliers;
‘Relevant Body’	means (i) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office and/or UK Government (as applicable in the context); (ii) in the context of Switzerland and the FDPA, means the Swiss Federal Council (Bundesrat) and/or Swiss Government (as applicable in the context); and/or (iii) in the context of the EEA and EU GDPR, means the European Commission; 
‘Restricted Country’	means (i) in the context of the UK, country or territory outside the UK; and (ii) in the context of the EEA and Switzerland, means a ‘third country’ or territory outside the EEA and Switzerland, in each case where the Relevant Body has not deemed to provide an ‘adequate’ level of protection for Personal Data pursuant to a decision made or approved under Article 45 of the GDPR; 
‘Restricted Transfer’	means a transfer of Customer Data by Deployed to a sub-processor in a Restricted Country, (in each case) where such transfer would be prohibited by Data Protection Laws without a legal basis under Chapter V of the GDPR;
‘Scheduled Maintenance’	has the meaning in Clause 4.2;
‘Services’	means implementation services set out in Schedule 1 (License and Services Schedule) (or an Order Form) and as further described in an SOW;   
‘Solution Metrics’	has the meaning given in Clause 3.4;
‘SOW’	means a statement of work (in a form substantially similar to the example set out in Schedule 4 (Services Terms and Conditions) – Annex 1 to this Agreement) which describes the Services to be provided by Deployed to Customer (for the avoidance of doubt, each statement of work forms a part of Schedule 1 (License and Services Schedule) or an applicable Order Form);
‘SOW Expiry Date’	has the meaning given in Clause 2.3; 
‘Standard Contractual Clauses’	means the standard contractual clauses (including the UK Addendum where UK GDPR applies) issued or approved from time-to-time by the Relevant Body under Article 46 of the EU GDPR or s119A(1) Data Protection Act 2018 (as applicable) for the transfer of Personal Data from Controllers or Processors in the EEA, Switzerland or UK to Controllers or Processors established in Restricted Countries;
“Templates”	means the proforma document template(s) provided by Deployed with the Product;
‘Third Party Software’ 	means third party licensed software or other technology that the Product may operate or interface with;
‘UK Addendum’	means the addendum to the Standard Contractual Clauses issued by the Information Commissioner’s Office under s119A(1) of the Data Protection Act 2018 or such replacement addendum from time to time; 
‘UK GDPR’	means the Data Protection Act 2018 and EU GDPR as it forms part of UK law by virtue of s3 European Union (Withdrawal) Act 2018;
‘Uptime’	has the meaning given in Clause 4.1; 
‘User’ 	means Customer’s employees, contractors, or other similar personnel authorised to use the Product; and
‘User Credentials’ 	means login details, including usernames and passwords for the Licensed Materials.

1.1	Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.2	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3	The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.4	A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5	Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular, and a reference to one gender shall include a reference to the other gender.

1.6	This Agreement shall be binding on, and enure to the benefit of, the parties to this Agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.7	A reference to a directive, regulation, statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8	A reference to writing or written includes email.

1.9	Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10	Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.	COMMENCEMENT
2.1.	This Agreement shall commence on the Effective Date and subject to Clause 13 shall continue until the License Expiry Date of the last remaining Product procured under this Agreement or a subsequent Order Form (as applicable) (“Agreement Expiry Date”).

2.2.	Unless otherwise stated in Schedule 1 (License and Services Schedule) or an Order Form (as applicable), the Base License for the Product shall commence on the Effective Date or OF Effective Date (as applicable) (“License Start Date”) and shall continue until the License Expiry Date.

2.3.	Unless otherwise stated in the SOW, the Services shall commence on the Effective Date or OF Effective Date (as applicable) and shall be deemed completed at the earlier of (a) the expiry date set out in the SOW; or (b) when the Services under the SOW have been delivered  (collectively, the “SOW Expiry Date”).

2.4.	The parties may mutually agree to procure additional Services, Products, and/or Solution Metrics to this Agreement by executing a new Order Form. For the avoidance of doubt, any additional Services, Products, and/or Solution Metrics procured using an Order Form shall be governed by and form a part of this Agreement.

3.	USE OF PRODUCT AND RESTRICTIONS
3.1.	Subject to Customer’s compliance with the terms and conditions of this Agreement and payment of applicable fees, Deployed grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable license during the License Term to access and use the applicable Deliverables, Deployed Materials, Templates and Products (in accordance with the Documentations) listed in Schedule 1 or an Order Form (collectively, “Licensed Materials”) for Customer’s own internal business purposes.

3.2.	Customer may make reasonable number of copies of the Documentation to share with Users in furtherance of proper use of the Product, provided Customer reproduces Deployed’s proprietary notices on any such copies.

3.3.	Customer may not: (a) resell, assign, sublicense, lease, rent, novate, reproduce, distribute or otherwise transfer licenses to the Licensed Materials to any other third party under this Agreement; (b) use the Licensed Materials for any purpose beyond the scope of the license granted in this Agreement; (c) disassemble, decompile, reverse engineer, or otherwise access or attempt to access the source code for the Licensed Materials or any hashed or otherwise obscured or obfuscated data message or transmission generated by the Licensed Materials; (d) make or attempt to make any modification, alteration, copy, adaptation or create any derivative works to or of the Licensed Materials; (e) interfere or attempt to interfere with or circumvent any feature of the Licensed Materials (f) spoof, obscure, falsify any device data or related hash keys submitted through the Licensed Materials; (g) allow use of the Licensed Materials by persons other than Users; (h) use or allow use of the Product in or in association with safety critical applications where the failure of the Product to perform can reasonably be expected to result in a physical injury, loss of property, or loss of life; (i) use the Licensed Materials for which Deployed has not received the applicable fees; (j) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Licensed Materials; (k) attempt to disrupt, degrade, impair, or violate the integrity, security, or performance of the Licensed Materials; (l) use the Product to store, transmit, or propagate any viruses, software routines, or other code designed to permit unauthorised access; to disable, erase, or otherwise harm software, hardware, or data; or to perform any other harmful actions; (m) disable or circumvent any monitoring or billing mechanism related to the Product; or (n) access or use, or provide access and use of, the Licensed Materials in a manner that violates Applicable Law, infringes third party rights, or otherwise violates the terms and conditions of this Agreement.

3.4.	The Product is licensed per the Base License, number of Users, Templates and any other applicable units as set out in Schedule 1 (License and Services Schedule) or an Order Form (as applicable) (collectively “Solution Metrics”). For the avoidance of doubt, Customer is not permitted to use the Product in excess of the Solution Metrics set out in this Agreement. 

3.5.	Customer is solely responsible for: (a) accessing and using the Product in accordance with the Documentation; (b) determining the suitability of the Product for Customer’s use; (c) configuring the Product appropriately (save from the extent of the Services provided by Deployed); (d) complying with all Applicable Laws relevant to Customer Content and Customer’s use of the Licensed Materials; (e) Customer’s access and use of the Licensed Materials; (f) all activity occurring under Customer’s Product accounts; (g) providing all reasonable information and assistance required for Deployed to deliver the Product and/or Services; (h) using reasonable means to protect the account information and User Credentials used by Users to access the Product; and (i) promptly notifying Deployed of any unauthorised account use or other suspected security breach, or unauthorised use, copying, or distribution of the Licensed Materials or Customer Content.

3.6.	Customer shall provide all reasonable information as requested by Deployed to ensure Customer’s compliance with this Agreement. Customer acknowledges and agrees that Deployed may: (a) monitor use of the Product to (i) track usage and entitlements, (ii) monitor the performance, integrity, and stability of the Product, and/or (iii) detect and address illegal acts or breaches of this Agreement; and (b) use the Customer Content for Deployed’s data analytics purposes. 

3.7.	Customer acknowledges and agrees that Deployed may vary, upgrade or update Product versions and/or Product features from time to time (“Product Changes”). Deployed shall provide Customer with a Product Notice for any planned Product Changes that will have a substantial impact on the core functionality of the Product.

4.	DEPLOYED’S OBLIGATIONS
4.1.	Deployed shall use reasonable endeavours to ensure that the production environment Product is available during Business Hours (“Uptime”). Subject to Clause 9.1, Deployed excludes any liability for Uptime failure arising out of: (a) factors outside of Deployed’s reasonable control; and/or (b) Customer’s negligence or misuse of the Product. 

4.2.	Notwithstanding anything to the contrary in this Agreement, Deployed may suspend the availability of the Product: (a) to undertake maintenance, testing and Product fixes (“Scheduled Maintenance”); (b) emergency maintenance, including without limitation, due to technical failure of Deployed’s infrastructure, to safeguard the security and integrity of Deployed’s infrastructure; (c) if required by law; and/or (d) for Product Changes. Deployed shall provide Customer with a Product Notice of any Scheduled Maintenance that will have a substantial adverse impact on the Uptime. 

4.3.	Deployed shall deliver: (a) the User Credentials within a reasonable time; and (b) provide all Services in accordance with Schedule 4 (Services Terms and Conditions). Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that dates for delivery of services are approximates only and timing is not of the essence of this Agreement.

4.4.	Deployed shall provide Product support to Admin Users during Business Hours. Deployed shall use reasonable endeavours to fix any material bugs in the production environment Product within a reasonable time (“Incident Fix”). An Incident Fix may be delivered either by a workaround, software patch, maintenance release or an updated Product. 

4.5.	Incident Fix excludes any configuration or correction of third-party software or service, or for equipment or communications. Deployed will not be obliged to provide an Incident Fix if required as a result of: (a) modification of the Product by Customer or a third party without Deployed’s prior consent; and/or (b) a breach of this Agreement. 

5.	CUSTOMER’S OBLIGATIONS
5.1.	Customer shall provide Deployed with: (a) all reasonable assistance and information; and (b) such access to Customer’s premises and infrastructure, in each as required by Deployed for the proper performance of this Agreement.

5.2.	Customer shall: (a) ensure that Customer’s infrastructure is equipped and updated regularly with current industry-standard virus-scanning software to scan, and where detected, disable Malicious Code; (b) not do or permit anything to be done which will compromise, affect, or jeopardise the security of Deployed’s infrastructure; and (c) use all reasonable endeavours to prevent any unauthorised access to, or use of, Licensed Materials (including ensuring that User’s devices are placed in secure locations and that passwords are changed on a regular basis). In the event of any unauthorised access or use of Licensed Materials, Customer shall promptly notify Deployed.

5.3.	Customer shall provide names of Admin Users, which may be updated by Customer from time to time. Customer shall ensure that: (a) the Admin User maintains the access for Users up-to-date; and (b) all Incident Fix requests are raised by Admin Users only. For the avoidance of doubt, Users are not permitted to raise Incident Fix requests directly with Deployed.


6.	CHARGES AND PAYMENT
6.1.	Deployed shall invoice Customer for the Licensed Materials and Services periodically in advance or in arrears, as further described in Schedule 1 (License and Services Schedule) or an Order Form (as applicable). Unless otherwise stated in Schedule 1 (License and Services Schedule) or an Order Form (as applicable), Customer shall pay all invoices within thirty (30) days from the date of invoice.

6.2.	All amounts payable by Customer are stated in Pounds Sterling, US Dollars or Euros (as stated in Schedule or an Order Form, as applicable) and are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any VAT is due to be collected by Deployed, Customer shall pay to Deployed such additional amounts in respect of VAT chargeable.

6.3.	If Customer is required by any Applicable Law to deduct any amount from the amounts to be paid to Deployed under this Agreement on account of withholding taxes or any other taxes or levies of any kind, Customer shall pay all such additional amounts so that the net amounts received by Deployed are the amounts specified on the invoice. To the extent that any withholding tax is payable, Deployed and Customer shall mutually collaborate and provide any and all reasonable assistance requested to obtain the benefits of any applicable tax treaty between the country where Deployed is located and the applicable jurisdiction where the withholding tax is applied. 

6.4.	Time for payment shall be of the essence of this Agreement. Unless otherwise expressly agreed in writing, Customer shall pay each invoice submitted by Deployed: (a) in full and in cleared funds to a bank account nominated in writing by Deployed; and (b) without any set-off, counterclaim, deduction or withholding. If Customer fails to make a payment due to Deployed pursuant to this Agreement by the due date, then, without limiting Deployed’s remedies under this Agreement, Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.4 will accrue each day at the rate equivalent to that set for the purposes of s6 Late Payment of Commercial Debts (Interest) Act 1998. Such interest will be compounded on the first day of each calendar month and payable both before and after any judgment (unless the court orders otherwise).

7.	INTELLECTUAL PROPERTY RIGHTS
7.1.	Deployed retains all rights, title, and interests, including all Intellectual Property Rights, in and to Deployed Trademarks, Product, Templates (save from Customer Content incorporated in Templates), Deployed Materials, Deliverables (whether listed in an SOW or not) and Documentations including all improvements, enhancements, modifications and derivative works thereof (collectively, “Deployed Specific IPR”). Deployed reserves all rights in and to Deployed Specific IPR that are not expressly granted under this Agreement. Except as expressly stated in this Agreement, no license or right is granted directly or by implication, inducement, estoppel, or otherwise.

7.2.	Customer grants to Deployed a non-exclusive, royalty-free license during the term of this Agreement to use Customer’s IPR (including Customer Content) to the extent required by Deployed for the provision of the Services and otherwise to exercise its rights and perform its obligations under this Agreement. Customer retains all right, title, and interest in and to Customer IPR (including Customer Data, Customer Content and Customer Trademarks).

7.3.	Customer may provide suggestions, enhancements or feature requests, or other feedback to Deployed relevant to the Product (“Feedback”). Deployed may use the Feedback without restriction and without paying any compensation to Customer, and Customer hereby irrevocably assigns to Deployed all Intellectual Property Rights in and to such Feedback. For the avoidance of doubt, there are no obligations on Deployed to deliver the suggestions, enhancements or features requested by Customer. 

7.4.	Customer grants to Deployed a non-exclusive, royalty-free license during the term of this Agreement to use and display Customer Trademarks solely for the purpose of using, marketing, and promoting the Services, Products and Deployed’s business. Furthermore, Deployed shall have the right to include Customer’s name for reference purposes in Deployed’s corporate communications and marketing materials during the term of this Agreement.

7.5.	Parties confirm that the parties have all the rights in relation to Deployed Specific IPR and Customer IPR (as applicable to each party) that are necessary to grant all the rights such party purports to grant under, and in accordance with, the terms and conditions of this Agreement.

8.	WARRANTIES
8.1.	The parties warrant that each party has full right, power and authority to enter into and perform its obligations under this Agreement and have all licences, permits, authorisations, notices and consents necessary to carry on its business and that in carrying out its obligations under this Agreement.

8.2.	Customer warrants that Customer is solely responsible for and liable in respect of all access to and use of the Product through User Credentials and shall ensure that User Credentials remain confidential.

8.3.	Deployed warrants that the Product will materially conform with the Product’s standard specification and the Documentation for ninety (90) days from the date of issue of the User Credentials. Customer’s sole and exclusive remedy in the event of breach of the foregoing warranty is that Deployed shall (at Deployed’s discretion) repair, replace, or adjust the breaching Product as reasonably determined by Deployed, without charge to Customer. In the event Deployed is unable to repair, replace or adjust the breaching Product, Deployed may terminate this Agreement (without any further liability to Customer) and refund a portion of any fees paid which are proportional to any unused period then remaining under this Agreement.

9.	LIMITATION OF LIABILITY
9.1.	NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

9.2.	SUBJECT TO CLAUSE 9.1, UNDER NO CIRCUMSTANCES WILL DEPLOYED BE LIABLE: (A) FOR LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY; AND/OR (B) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT OR OTHERWISE ARISING IN CONNECTION WITH THIS AGREEMENT, HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDNG, WITHOUT LIMITAITON, NEGLIGENCE) EVEN IF DEPLOYED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.3.	SUBJECT TO CLAUSE 9.1, DEPLOYED DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO: (A) THIRD PARTY SOFTWARE; AND (B) CUSTOMER CARRIER’S, SERVICE PROVIDER’S OR ANY OTHER THIRD PARTY’S NETWORKS, APPLICATIONS OR SERVICES. DEPLOYED CANNOT GUARANTEE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNITERRUPTED OR ERROR FREE. 

9.4.	THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT: (A) THE PRODUCTS ARE NOT DESIGNED, MANUFATURED OR INTENDED FOR USE OR DISTRIBUTION WITH ANY EQUIPMENT WHERE THE FAILURE OF WHICH COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE; AND (B) THE TEMPLATES ARE PROVIDED ‘AS IS’ AND FOR CONVENIENCE ONLY AND HAVE NOT BEEN DRAFTED BY A QUALIFIED PERSON UNDER THE LEGAL SERVICES ACT 2007. 

9.5.	SUBJECT TO CLAUSE 9.1, IN NO EVENT SHALL DEPLOYED’S AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ALL ORDER FORMS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE EXCEED ONE HUNDRED PERCENT (100%) OF THE AMOUNTS PAID BY CUSTOMER IN THE CALENDAR YEAR GIVING RISE TO THE CLAIM.

9.6.	TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DEPLOYED DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND QUALITY THAT ARE NOT SET OUT IN THIS AGREEMENT. CUSTOMER ASSUMES THE RESPONSIBILITY OF THE SELECTION OF THE PRODUCT AND SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS.

10.	INDEMNIFICATION
10.1.	Customer shall defend, indemnify, keep indemnified and hold Deployed harmless against all Losses suffered or incurred by Deployed arising out of or in connection with: (a) Customer Content; (b) Customer’s access or use of the Product in a manner not expressly permitted by this Agreement; and/or (c) Customer’s violation of Applicable Laws.

10.2.	Deployed shall defend, indemnify, keep indemnified and hold Customer harmless against all loss and damage finally awarded against Customer arising out of or in connection with third party claims that Customer’s use of the Product infringes such third party’s Intellectual Property Rights.

10.3.	Each party’s respective obligation under Clauses 10.1 and 10.2 respectively (“Defending Party”), shall not be effective unless Customer under Clause 10.1 or Deployed under Clause 10.2 (each the “Claimant”): (a) gives to the Defending Party written notice of any claim or threatened or actual action within thirty (30) days of knowledge thereof; (b) provides reasonable co-operation to the Defending Party in the defence and settlement of such claim, at the Defending Party’s expense; and (c) gives the Defending Party sole authority to defend or settle the claim. The Defending Party may then at its own expense: (i) procure for the Claimant the right to continue to use the Defending Party’s infrastructure; (ii) replace or modify such Defending Party’s Intellectual Property Rights so it is non-infringing; or (iii) where Customer is the Claimant, Deployed may terminate this Agreement (without any liability to Customer) and refund a portion of any fees paid which are proportional to any unused period then remaining under this Agreement.

10.4.	In no event shall Deployed, its employees, agents and/or subcontractors be liable to  Customer to the extent that the alleged infringement under Clause 10.2 is based on: (a) a modification of the Deployed Specific IPR by anyone other than Deployed; (b) Customer’s use of the Deployed Specific IPR in a manner contrary to the instructions given by Deployed; (c) Customer’s combination of the Deployed Specific IPR in a manner where such infringement would not have occurred but for such combination; or (d) Intellectual Property Rights owned by Customer or any of its affiliates. Furthermore, in no event shall Deployed, its employees, agents and/or subcontractors be liable to Customer if the Customer settles a claim or makes any statement that may be prejudicial to the defence or settlement of the claim.

10.5.	This Clause 10 states Customer’s sole remedy and Deployed’s exclusive liability in the event that Customer’s use of any Product provided under this Agreement infringes the Intellectual Property Rights of any third party.

11.	DATA PROTECTION AND CONFIDENTIALITY
11.1.	Each party agrees to use no less than a reasonable degree of care to treat as confidential all Confidential Information of the other party and shall only use such Confidential Information to exercise its rights or to perform its obligations under this Agreement.  

11.2.	The duty of confidentiality shall not apply to Confidential Information that: (a) was rightfully in possession of the receiving party prior to receipt from the disclosing party; (b) is rightfully received from a third party without a duty of confidentiality; (c) is disclosed by receiving party with the disclosing party’s written consent; (d) is in the public domain through no fault of the receiving party; and/or (e) the receiving party is required to disclose by Applicable Law or court order.  The obligations under Clauses 11.1 and 11.2 shall survive termination or expiration of this Agreement (howsoever arising) and shall continue until such time that the Confidential Information falls into the public domain through no fault of the receiving Party or five (5) years following termination, whichever is earlier.

11.3.	The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of Clause 11.1 and that either party may apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.

11.4.	The parties hereby agree that the parties shall comply with the Data Protection Laws when processing any Personal Data under this Agreement and take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data or its accidental loss, destruction or damage.

11.5.	Customer warrants that it has obtained all necessary consents (where applicable) and provided all necessary notifications to Data Subjects to share all Personal Data (including Customer Data) and information with Deployed for the purposes described in this Agreement.

11.6.	Where Deployed Processes Customer Data as a Processor, the parties shall comply with Schedule 3 (Data Processing Agreement) to this Agreement. For the avoidance of doubt, parties shall be deemed as independent Controllers of any Processing of Personal that is not deemed as Customer Data.

12.	COMPLIANCE
12.1.	Parties hereby warrant that the parties shall comply with all Applicable Laws and Export Control Laws. A party shall notify the other party immediately if it becomes aware that it or any of its personnel have breached any Applicable Laws and/or Export Control Laws directly relevant to this Agreement. 

12.2.	Customer hereby represents and warrants that it will not export, re-export, transfer, or otherwise make available the Product, directly or indirectly, to any country or region in violation of, or for purposes prohibited by, Export Control Laws. 

13.	TERMINATION
13.1.	Either party may terminate this Agreement if the other party: (a) commits a material breach of this Agreement which is irremediable, or if such material breach is remediable the breaching party fails to remedy the breach within thirty (30) days after being notified in writing to do so; and/or (b) suffers an Insolvency Event.

13.2.	Deployed may terminate this Agreement immediately upon written notice for cause if Customer fails to pay any fees (in whole or in part) in accordance with the agreed payment terms.

13.3.	Save for termination due to Deployed’s breach of this Agreement, any other termination of this Agreement shall not relieve Customer of its obligations to pay all fees that have accrued or are otherwise owed by Customer to Deployed. All fees paid are non-refundable to the maximum extent permitted by Applicable Law.

13.4.	All rights granted by a party to the other party will automatically cease upon termination or expiration of this Agreement, howsoever arising. For the avoidance of doubt, Customer shall cease using the Licensed Materials and Deployed shall cease using Customer IPR upon termination or expiration of this Agreement, howsoever arising. 

13.5.	Upon termination or expiration of this Agreement, the parties shall: (a) return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and (b) return all Confidential Information received (excluding any Personal Data retained in accordance with Schedule 3 (Data Processing Agreement) or under Applicable Law) or certify in writing that all such Confidential Information have been destroyed. Any obligation to return, destroy or permanently erase Confidential Information shall not apply to Confidential Information retained on archive and/or electronic back-up media from which cannot be readily isolated from other information and deleted. 

13.6.	Deployed may immediately suspend Customer’s access and use of Licesned Materials if: (a) Deployed believes there is a significant threat to the functionality, security, integrity, or availability of the Product to Customer, or to other Deployed’s customers; (b) Customer accesses or uses, or Deployed reasonably believes that Customer accesses or uses, the Product in violation of this Agreement; and/or (c) Customer fails to pay the fee for the Product and/or Services in accordance with the payment terms. Deployed will use reasonable efforts to re-establish the service promptly after it determines that the issue causing the suspension has been resolved. Any suspension of service under this Clause 13.6 shall not excuse Customer’s payment obligations under this Agreement.

13.7.	The following Clauses, together with any terms necessary for the interpretation or enforcement of this Agreement, will survive termination or expiration of this Agreement: 1 (Definitions), 7 (Intellectual Property Rights), 8 (Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Data Protection and Confidentiality), 12 (Compliance), 13.2 (Termination – Consequence) and 15 (General). 

14.	FORCE MAJEURE
14.1.	Neither party shall be in breach of this Agreement nor liable for delay in performing, or a failure to perform, any of its obligations under this Agreement (except for payment) if such delay or failure result from events, circumstances or causes beyond its reasonable control including fire, flood, earthquake, elements of nature, acts of God, pandemics, acts of war, terrorism, riots, civil disorders, rebellions and revolutions, strikes or lock-outs, suppliers undergoing an Insolvency, or non-performance by Third Party Software providers, third party service providers or suppliers (a “Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14.2.	If the Force Majeure Event continues for a period greater than thirty (30) days, the non-affected party may terminate this Agreement for convenience by providing the other party with thirty (30) days prior written notice. For the avoidance of doubt, neither party shall have any liability to the other party if this Agreement is terminated in accordance with this Clause 14.2. 

15.	GENERAL
15.1.	This Agreement constitutes the entire agreement between the parties to the exclusion of all other terms and conditions (including those on any order acknowledgements, invoices, orders or Customer purchase orders) and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

15.2.	If there are any inconsistencies between any of the provisions in this Agreement, the documents shall take the following order of precedence: (a) the main body of this Agreement; (b) Schedule 3 (Data Processing Agreement); (c) Schedule 4 (Services Terms and Conditions); (d) Schedule 1 (License and Services Schedule); (e) individual Order Forms; (f) individual SOWs; and (g) then Schedule 2 (Order Form).

15.3.	No variation or termination of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each party. Notwithstanding the foregoing, Deployed reserves the right to unilaterally modify the terms and conditions of this Agreement due to changes in Applicable Law, at any time by notice to Customer. Notice includes, but is not limited to, posting a revised version of this Agreement to Deployed’s website and/or email announcements sent to Customer’s representatives. 

15.4.	Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of the same without the other party’s prior written consent from an authorised representative.

15.5.	A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. A party that waives a right or remedy provided under this Agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

15.6.	Any notice given to a party under or in connection with this Agreement shall be in writing, and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office. Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting. This Clause 15.6 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15.7.	If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 15.7 shall not affect the validity and enforceability of the rest of this Agreement.

15.8.	The relationship of the parties under this Agreement is that of independent contractors. There is no relationship of agency, partnership, joint venture, co-ownership, employment or franchise between the parties. Nothing in this Agreement is intended to, or shall be deemed to constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15.9.	Unless it is expressly stated otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

15.10.	This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

16.	GOVERNING LAW AND JURISDICTION
16.1.	In the event of any dispute arising out of or in connection with this Agreement, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

16.2.	This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

The parties agree that they have read this Agreement and agree to be bound by the terms and conditions contained herein.
Signed for and on behalf of Deployed Limited by a duly authorised representative

		Signed for and on behalf of Customer by a duly authorised representative


Signature: 		Signature
Title:		Name:
Name:		Title:
Date:		Date:
 
SCHEDULE 1 
INITIAL ORDER – LICENSE AND SERVICES SCHEDULE

Product License
SOLUTION METRICS	LICENSE TERM	PAYMENT
Product Name
Product Code	Qty Users	Qty Templates	License Start Date	License Expiry Date	Fees	Invoicing schedule
	#	#		[#] years from License Start Date	£	Quarterly/Annually in advance
						
						

Services

BRIEF DESCRIPTION	SOW REFERENCE	FEES	INVOICING SCHEDULE
	REFERENCE	£fixed price/daily rate
	[TBI]
			
			
			

Payment
Payment terms: thirty (30) days from the date of invoice 

 
 
SCHEDULE 2 – AMENDMENT ORDER FORM 
This Order Form (“Order Form”) amends the Deployed SaaS Agreement dated [DATE] (“Agreement”) made between: [CUSTOMER NAME] a company incorporated under the laws of [COUNTRY] (Registered Company No.: [COMPANY NUMBER]) whose registered office is situated at [ADDRESS] (“Customer”); and Deployed Limited  a company incorporated under the laws of England and Wales (Registered Company No.: 11209129) whose registered office is situated at Athenia House, 14 Andover Road, Winchester, SO23 7BS (“Deployed”).
1.	GENERAL

1.1	Unless otherwise defined herein, Capitalised terms used in this Order Form shall have the meanings as set out in the Agreement.
1.2	In consideration of the mutual promises set out in this Order Form, the parties agree to amend the Agreement as set out below.
1.3	This Order Form shall become effective from the last date of signature (“OF Effective Date”).
2.	AMENDMENTS

2.1	With effect from the OF Effective Date the parties agree to add the additional [Products, Units, Users and/or Services] to Schedule 1 (License and Services Schedule) of the Agreement as listed below:
Product

SOLUTION METRICS	LICENSE TERM	PAYMENT
Product Name	Qty Users	Qty Templates	License Start Date	License Expiry Date	Fees	Invoicing schedule
	#	#		[#] years from License Start Date	£	[Annually/ Quarterly] in advance. 
						
						

Services

BRIEF DESCRIPTION	SOW REFERENCE	FEES	INVOICING SCHEDULE
	REFERENCE	£fixed price/daily rate
	[TBI]
			
			
			

2.2	Except as set out in Clause 2.1, the Agreement shall continue in full force and effect.

3.	LAW AND JURISDICTION

3.1	In the event of any dispute arising out of or in connection with this Order Form, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Order Form.
3.2	This Order Form and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

The parties agree that they have read this Order Form and agree to be bound by the terms and conditions contained herein.
Signed for and on behalf of Deployed Limited by a duly authorised representative

		Signed for and on behalf of Customer by a duly authorised representative


Signature: 		Signature
Title:		Name:
Name:		Title:
Date:		Date:
 
SCHEDULE 3 – DATA PROCESSING AGREEMENT
This Data Processing Agreement only applies to processing of Customer Data as further described in Annex 1 to this Schedule 3 (Data Processing Agreement) (including the scope, nature and purpose of processing, the duration of the processing and the types of Personal Data and categories of Data Subjects).
Parties shall comply with all applicable requirements of Data Protection Laws. This Agreement (including this Schedule 3 (Data Processing Agreement)) is in addition to, and does not relieve, remove or replace, either party’s obligations or rights under Data Protection Laws.
1.	DEPLOYED’S OBLIGATIONS

1.1	Deployed shall: 
(a) process Customer Data on Customer’s instructions (including instructions under this Agreement) and as required by Applicable Law. Where Deployed is relying on Applicable Law as the basis for processing Customer Data, Deployed shall (to the extent permitted by law) notify Customer before performing the processing required by Applicable Law. Deployed shall inform Customer if, in the opinion of Deployed, the instructions of Customer infringes Data Protection Laws;
(b) implement technical and organisational measures to protect against: (i) unauthorised or unlawful processing of Customer Data; and (ii) any accidental loss, destruction, alteration or damage to Customer Data, in each case having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that: (i) Deployed maintains the confidentiality of Customer Data; (ii) Deployed takes reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Customer Data; (iii) access to Customer Data is strictly limited to those individuals who need to know for the purposes of this Agreement; and (iv) any personnel engaged and authorised by Deployed to process Customer Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality; 
(d) promptly inform Customer of any request from a Data Subject without responding to that request, allowing Customer to handle such requests; and assist Customer insofar as possible (taking into account the nature of the processing and the information available to Deployed), and at Customer’s cost and written request, in responding to any request from a Data Subject;
(e) notify Customer without undue delay on becoming aware of an actual personal data breach involving Customer Data and providing Customer with sufficient information (insofar as such information is within Deployed’s possession) to allow Customer to meet obligations under Data Protection Laws; 
(f) at the written direction of Customer, delete or return Customer Data and copies thereof to Customer on termination of the agreement unless Deployed is required by Applicable Law to continue to process that Customer Data. For the purposes of this Section 1.1(f) Customer Data shall be considered deleted where it is put beyond further use by Deployed; and
(g) assist Customer, at Customer’s cost, with any data protection impact assessments, investigations and consultations with Relevant Body, which Customer reasonably considers to be required of Customer by Data Protection Laws, in each case solely in relation to Processing of Customer Data by and taking into account the nature of the Processing by Deployed. 
2.	SUB-PROCESSORS

2.1	Customer hereby provides its prior, general authorisation for Deployed to appoint sub-processors listed in Annex 1 to this Schedule 3 (Data Processing Agreement) to process Customer Data, provided that Deployed: 
(a) shall ensure that the terms on which it appoints such sub-processors comply with Data Protection Laws, and are consistent with the obligations imposed on Deployed under this Schedule 3 (Data Processing Agreement); and
(b) shall remain responsible for the acts and omission of any sub-processor as if they were the acts and omissions of Deployed.
2.2	Deployed shall inform Customer of any intended changes concerning the addition or replacement of sub-processors, thereby giving Customer the opportunity to reasonably object to such changes provided that if Customer objects to the changes and cannot demonstrate, to Deployed’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Laws, Customer shall indemnify Deployed for any losses, damages, costs (including legal fees) and expenses suffered by Deployed in accommodating the objection. 
2.3	If there are no objections received by Deployed under Section 2.2 within thirty (30) days of notice, Customer agrees that it shall be deemed to have approved the intended change. 
3.	RESTRICTED TRANSFERS

3.1	Subject to Section 3.2, to the extent that Deployed effects a Restricted Transfer of Customer Data to a sub-processor, Deployed agrees that it shall enter into the Standard Contractual Clauses or an IDTA with the sub-processor.
3.2	Section 3.1 shall not apply to a Restricted Transfer unless entry into the Standard Contractual Clauses or an IDTA is required to allow the relevant Restricted Transfer and the associated Processing to take place without breach of Data Protection Laws.
4.	AUDIT

4.1	Deployed will maintain records to demonstrate compliance with this Schedule 3 (Data Processing Agreement) and permit Customer and its third-party representatives to audit Deployed’s compliance with this Schedule 3 (Data Processing Agreement) during the term of this Agreement. Deployed will give Customer and its third-party representatives all reasonable assistance to conduct such audits at Customer’s cost.
4.2	Audits are subject to: (a) Customer providing at least thirty (30) days’ prior written notice; (b) third-party representatives participating in an audit entering into a non-disclosure agreement directly with Deployed; and (c) being undertaken only once in any given twelve (12) consecutive months (unless Data Protection Laws mandate otherwise).
 
SCHEDULE 3 (DATA PROCESSING AGREEMENT) – ANNEX 1

Subject matter of processing	Customer Data uploaded by Customer to the Product during Customer’s use of the Product.

Duration of processing	Term of the Agreement

Nature of processing	Recording, Organisation, Storage, Retrieval, Use, Transmission, Making available, Dissemination, Alignment, Combination, Restriction, Erasure, Destruction.

Purpose of processing	Provision of Products, Services and other services by Deployed to Customer.

Types of personal data	Customer Data uploaded by Customer to the Product.

Categories of data subjects	Data Subjects referenced in the Customer Data uploaded by Customer to the Product.


LIST OF SUB-PROCESSORS
 
SCHEDULE 4 – SERVICES TERMS AND CONDITIONS
This Schedule 4 (Services Terms and Conditions) shall only apply where Deployed is providing Customer with Services. 

1.	SERVICES

1.1	Subject to Customer’s compliance with the terms and conditions of this Agreement and payment of applicable fees, Deployed shall provide the Services listed in Schedule 1 (License and Services Schedule) or an Order Form (as applicable) and as further described in an SOW. The Services shall be provided: (a) in a professional and workmanlike manner; (b) using reasonable care and skill; and (c) by appropriately qualified persons. 

1.2	Deployed shall use its reasonable efforts to provide the Services in accordance with any delivery dates set out in the SOW. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges and agrees that dates for delivery of services are approximates only and timing is not of the essence of this Agreement.

1.3	The Services shall be provided by Deployed’s employees and contractors (“Deployed Personnel”). Deployed shall remain solely liable for the acts and omissions of any Deployed Personnel used for the provision of the Services. In no event will Deployed or Deployed Personnel be considered an employee of Customer, nor entitled to any benefits that may be available to Customer personnel. Deployed shall be responsible for payment of compensation to Deployed Personnel (including without limitation wages, bonuses, payroll taxes, social security and other contributions, taxes and withholdings).

1.4	While Deployed shall determine which Deployed Personnel will be assigned to perform the Services, Deployed shall promptly remove any individual whom Customer, in Customer’s good faith opinion and in accordance with Applicable Law, considers to be (a) unqualified to perform the Services as required, (b) disruptive to the progress of work being performed, and/or (c) in violation of any Customer’s policies.  In any such case, Deployed shall promptly replace that individual with a person who meets the requirements of this Agreement. Deployed reserves the right to change Deployed’s Personnel assigned to an SOW with another suitably qualified person at any time. 

1.5	If the Services are to be provided on Customer’s premises, Deployed shall ensure that each Deployed Personnel complies with Customer’s policies (such as on-site health and safety, environment, or security policies) as are brought to Deployed’ attention prior to the commencement of such Services.

1.6	Access to and use of Customer’s premises is solely permitted for purposes directly required for the performance of this Agreement. Deployed Personnel shall cease access to and use of Customer property immediately upon completion of the Services or upon termination or expiration of this Agreement (howsoever arising).

2.	ACCEPTANCE

2.1	Deployed shall inform the Customer once the Services have been completed, and where applicable, Deliverables have been delivered (“Build Complete Notice”). Customer shall review the Services and/or Deliverables (as applicable) within five (5) Business Days from Build Complete Notice (“Acceptance Testing”). 

2.2	Provided the Customer is satisfied with the Services and/or Deliverables (as applicable) the Customer shall provide written acceptance within two (2) Business Days from the Acceptance Testing expiry date (“Acceptance Certificate”). 

2.3	Failure by Customer to test the Services and/or Deliverables in accordance with Section 2.1 and provide the Acceptance Certificate in accordance with Section 2.2, shall be deemed as acceptance of Services and/or Deliverables by Customer.

2.4	If during Acceptance Testing, in Customer’s reasonable opinion, any Services performed or any Deliverables provided by Deployed do not comply with the requirements of this Agreement, Customer may notify Deployed and Deployed may (at Deployed’s discretion and to the extent possible) reperform the Services and resubmit any relevant Deliverables within a reasonable time. Thereafter, the process set out in Section 2.1 and 2.2 shall apply to any reperformed Services or resubmitted Deliverables.


 
SCHEDULE 4 (SERVICES TERMS AND CONDITIONS) – ANNEX 1

STATEMENT OF WORK

This SOW shall form a part of Schedule 1 (License and Services) or an Order Form (as applicable) and describes the Services and Deliverables to be provided by Deployed to Customer. 

SOW REFERENCE
	
CUSTOMER NAME
	
CUSTOMER ADDRESS
	



SOW EFFECTIVE DATE
	Effective Date of the Agreement or the OF Effective Date
SOW EXPIRY DATE
	
DELIVERABLES
	None

DESCRIPTION