Xoralia Software as a Service Agreement
This Software as a Service Agreement (“SAASA”) is a legal agreement entered into between 
the parties, Content Formula Limited, a company registered in England with company 
number 6577200 and having its registered address at Content Formula Limited, Kemp 
House, 152-160 City Road, London, EC1V 2NX. United Kingdom. (“CF”) and the customer
(“Customer”) an organisation whose name and details are contained within the Software 
Purchase Agreement (“SPA”). 
The SAASA is accepted by the Customer and shall form the agreement between the parties. 
1. LICENCE RIGHTS AND RESTRICTIONS
1.1. Rights Reserved by CF
CF owns all title and intellectual property rights in and to the Xoralia software, 
service, documentation, marketing and information materials (“Service”). CF
reserves all rights not expressly granted to the Customer under this SAASA.
1.2. Customer’s Rights to Use the Service
1.2.1. Subject to the Customer's fulfilment of the Customer's obligations under the 
SAASA, including, without limitation, payment of any and all applicable 
subscription fees, CF hereby grants the Customer, subject to the restrictions in 
Clause 1.3 below, a personal, non-exclusive, non-transferable right to use the 
Service according to the terms in this SAASA.
1.2.2. The Customer’s right to use the Service will take effect on the date of the 
acceptance of this SAASA by the Customer as specified in the SPA and runs until 
terminated in accordance with the terms in this SAASA.
1.2.3. The Customer may grant access to the Service for the number of users 
specified in the SPA. The Customer is responsible for the administration of 
users and for their use of the Service. If the number of users ever exceeds the 
number of users specified in the SPA, CF is entitled to require that the 
Customer pays for the extra number of users for the remainder of the contract 
period.
1.2.4. The Customer shall ensure that the Service is not used in a manner which 
could in any way harm CF's name, trademarks, reputation, or goodwill, or which 
violates applicable laws or regulations.
1.3. Restrictions
1.3.1. The Customer may not assign, sell, sub-license, rent, lease or lend the 
Service.
1.3.2. The Customer may not make any copies of the Service, except to the extent 
expressly permitted by applicable law. Similarly, the Customer may not publish, 
distribute or otherwise make the Service publicly available for others to copy or 
use.
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
www.contentformula.com | hello@contentformula.com Version: 2021-05-07
1.3.3. The Customer may adjust the Service in order to comply with Customer ́s 
needs and may integrate the Service into Customer ́s IT environment, but may 
not otherwise 
i) amend, update, improve or modify the Service or any part hereof, 
ii) implement the Service or any part hereof in other software, platforms 
or solutions) 
iii) create derivative works based on the Service, 
iv) amend, change, modify or further develop the Service in any manner,
v) make or perform any form of reverse engineering, decompilation or 
disassembly of the Service,
vi) make any steps with the same purpose as comprised by i) – v) or vii) 
allow any third parties to perform any steps comprised by clause i) – vi).
1.3.4. Subscription to the service does not entitle the Customer to technical 
support, assistance, maintenance and similar support relating to the 
Customer ́s own IT environment. Customer may purchase such support services
from CF or CF’s authorised partner (Partner).
2. LICENCE FEE AND PAYMENT TERMS
The licence fee and the payment terms are set out in the SPA.
3. CF RESPONSIBILITIES
3.1. CF shall provide the Service with all reasonable skill and care and in accordance with 
good industry practice.
3.2. In providing the Service, CF shall comply with all the laws of England and Wales and 
the European Union and any other laws or regulations, regulatory policies, 
guidelines or industry codes which apply to the provision of the Services 
(“Applicable Laws”).
3.3. Without limitation of Clause 3.2 CF shall comply with all Applicable Laws relating to 
anti-bribery, anti-corruption, anti-tax evasion and anti-slavery including the Bribery 
Act 2010, the Modern Slavery Act 2015 and the Criminal Finance Act 2017 (“AntiCorruption Laws”).
3.4. CF shall ensure that it has in place adequate procedures to prevent any breach of 
Clause 3.3; and ensure that it does not, and shall use reasonable endeavours to 
ensure that its personnel, subcontractors, agents and suppliers involved in the 
performance the Service do not, place the Customer in breach of any AntiCorruption Laws.
3.5. CF represents and warrants that at the date of this agreement:
3.5.1. neither it nor any of its officers or employees has been convicted of any 
offence under, or is or has been subject to any investigation relating to, the 
Anti-Corruption Laws;
3.5.2. it is not aware of any circumstances within its supply chain that have given 
rise to, or are likely to give rise to, an investigation relating to an alleged 
offence under the Anti-Corruption Laws.
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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4. TERMINATION
4.1. Subscription period
4.1.1. Customer shall be bound by this SAASA for the subscription period agreed 
between CF and the Customer as set out in the SPA and the Customer may not 
terminate the SAASA during this period (“Binding Period”). The Customer may 
add users or upgrade the Service during the Binding Period but may not 
downgrade the Service during the Binding Period.
4.1.2. Unless terminated with a written notice of at least 90 days to the expiry of 
the Binding Period, a new Binding Period of 12 months shall automatically 
commence, and Customer may not terminate the SAASA in this new Binding 
Period.
4.1.3. CF reserves the right to change the licence fee at the end of a Binding Period.
4.2. Breach
In the event that the Customer is in breach of any term, condition or provision of 
the SAASA or in case of the Customer’s insolvency or bankruptcy or notice thereof, 
CF may, at its discretion, terminate this SAASA or suspend or downgrade the Service 
without any notice.
4.3. Consequences of termination
Upon termination of the SAASA, for whatever reason, the Customer shall 
discontinue any and all use of the Service immediately and shall at its own cost
remove the Service from its IT systems and IT environment.
5. CONFIDENTIALITY
5.1. “Confidential Information” means all information of a confidential or proprietary 
nature relating to the Customer’s or CF’s business or finances, including but not 
limited to pricing, information related to the Service, and client information, 
whether imparted in writing, orally, electronically or on any other media.
5.2. Both parties agree to keep the Confidential Information secret and shall only 
disclose it to its employees, contractors, sub-contractors or directors who are 
necessarily engaged in activities directly related to the Service and on a need-toknow basis and shall ensure that such employees, contractors or directors keeps the 
Confidential Information secret.
5.3. The provisions of this clause 5 shall not apply to Confidential Information which is 
already in the public domain or which is legally required to be disclosed pursuant to 
any statute, regulation or order of the court or regulatory authority.
5.4. This clause 5 shall apply during the Binding Period of the SAASA and shall survive 
this SAASA for a period of 3 years following termination.
6. CUSTOMER DATA
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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6.1. The Parties agree that the data uploaded in connection with the Service by the 
Customer belongs to the Customer.
6.2. The Customer agrees that CF may create back ups of the Customer data for the 
purposes of restoring the Service and Customer data in the event of a failure of the 
Service.
6.3. CF reserves the right to delete all copies of the Customer's data 90 days after 
termination of the SAASA, regardless of the reason for termination, and CF is under 
no obligation to store Customer data after this time.
6.4. Customer agrees that in exceptional cases CF may be required by law to provide 
access to the Customer data to relevant authorities. In such cases and where 
permitted to do so by law CF will inform Customer that an access request has been 
submitted
6.5. The Customer warrants that it has obtained necessary consents and permissions to 
process and store all data that it submits to the Service and that its use of the data 
does not infringe on any party’s rights or breach any applicable laws, regulations or 
covenants. The Customer indemnifies CF against any claim for damages that may 
arise from its use of the data in delivering the Service.
6.6. CF has the right to assign its responsibilities under this SAASA to a Partner.
6.7. The Customer’s data is processed in accordance with the “Data Processing 
Agreement” which is available at all times at www.contentformula.com and 
referenced and linked in the SPA.
7. OPERATING STABILITY
7.1. CF’s responsibilities for operating stability of the Service are set out in Schedule 1.
7.2. CF strives for the best operational stability possible, but is not responsible for 
breakdowns or malfunctions, including operational malfunctions caused by factors 
beyond CF's control, unless accepted in Schedule 1.
8. CHANGES AND ENHANCEMENTS
CF is entitled to make updates, enhancements, and improvements to the Service. CF is 
also entitled to change the composition and structure of the Service. Such updates, 
improvements, and changes will generally be documented on www.contentformula.com
prior to being implemented but in some cases changes may be made without notice and 
may affect the services provided, including information and data uploaded to or 
submitted by the Service.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The Service is protected by copyright and other intellectual property rights and is
owned by or is licensed to CF. Customisations created for a Customer as part of an 
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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implementation of the Service also belong to CF, unless otherwise agreed in writing. 
The Customer shall notify CF of any current or potential violation of CF's intellectual 
property rights or unauthorized use of the Service of which the Customer becomes 
aware.
9.2. This SAASA does not in any way transfer any intellectual property rights related to 
the Services to the Customer.
9.3. The Customer gives CF and its suppliers an authorization and global license to the 
material and all data uploaded by the Customer sufficient for CF to properly manage 
and operate the Service, fulfil its responsibilities, and promote relevant products to 
the Customer.
9.4. The Customer warrants that any data uploaded to the Service does not infringe on 
any third-party rights and does not contain material that may be offensive or 
violates applicable laws or regulations.
10. TRANSFER
10.1. CF has the right to assign its rights and obligations in part or in whole under 
the SAASA to a third party.
10.2. The Customer agrees that CF is entitled to use subcontractors in relation to 
all aspects of this SAASA, including for the delivery and operation of the Service, and
for storing Customer data. CF warrants that its subcontractors will be bound by 
contract to adhere to the same obligations, responsibilities, restrictions and
guarantees set out in this SAASA.
11. EXCLUSIONS AND LIMITATIONS OF LIABILITY
11.1. In no event will CF be liable to the Customer or any other person or entity for 
any indirect damages of any kind, including, without limitation, for lost profits, lost 
savings, lost data or other special, indirect, punitive, consequential, or incidental 
damages arising out of or relating to the use of the Service or to any service 
provided or undertaken by CF under this SAASA, even if CF has been advised of the 
possibility of such loss or damage. The foregoing exclusion of liability applies to all 
causes of action, including breach of contract, breach of warranty, strict liability, 
negligence and other torts.
11.2. In no event will CF be liable to the Customer or any other person or entity for 
any damages, direct or indirect, of any kind due to system instability or failure.
11.3. CF is not responsible for any third-party solutions or data that are available 
and/or integrated with the Service. CF cannot be held liable for the accuracy, 
completeness, quality, or reliability of the information nor the results obtained 
through these third-party solutions. Similarly, CF cannot be held liable for the 
availability, security, or functionality of any third-party solutions, including possible 
damages and/or loss caused by third party solutions. The burden is upon the 
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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Customer to prove that a loss suffered by the Customer cannot be attributed to 
third party solutions.
11.4. The maximum aggregate liability of CF upon any claims whatsoever, arising 
out of the services provided by CF or the Service under this SAASA will be absolutely 
limited to the direct damages actually incurred by the Customer and furthermore be 
limited to the amount of fees relating to the Services paid by the Customer in the 12 
months prior to the event giving rise to liability.
11.5. CF shall be under no liability to the Customer in respect of loss arising by 
reason of force majeure, namely, circumstances beyond the control of CF, including 
but not limited to acts of God, perils of the sea or air, fire, flood, drought, shortages, 
disease, explosion, sabotage, accident, embargo, riot, acts of war, civil commotion, 
including acts of local, regional or national government and parliamentary authority 
and labour disputes of whatever nature and for whatever cause arising including 
(but without prejudice to the generality of the foregoing) work to rule, overtime 
bars, strikes and lock-outs.
12. THIRD PARTY RIGHTS
12.1. CF cannot and does not grant to the Customer any licence to any third-party 
patent or to any other intellectual property rights held by a third party. The 
Customer must, at the Customer's own expense, license and maintain any such 
licences from third parties, and CF cannot be held liable if a third party raises a claim 
for infringement of such third party's patent rights or other intellectual property 
rights.
12.2. If the Customer does not license and maintain such third-party licences as 
mentioned, and if this some- how results in a third party raising a claim against EFI, 
the Customer shall indemnify EFI against any such third-party claim.
13. WAIVER
Failure or neglect by CF to enforce any of the provisions of the SAASA at any time shall not 
be construed nor shall be deemed to be a waiver of CF's rights under the SAASA nor in any 
way affect the validity of the whole or any part of the SAASA nor prejudice CF's rights to 
take subsequent action.
14. SEVERABILITY
If any of the provisions contained in this SAASA is or is held to be illegal or 
unenforceable, such provision shall be deemed modified to the minimum extent 
necessary to be legal and enforceable and as so modified shall become part of this 
SAASA. The remaining provisions of this SAASA shall remain in full force and effect.
15. COMPLIANCE WITH LOCAL LAWS
The Customer shall comply at the Customer's own expense and risk with all relevant and 
applicable laws including, but not limited to, broadcast laws and regulations in the use of 
the Service.
16. CHANGE OF TERMS
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
www.contentformula.com | hello@contentformula.com Version: 2021-05-07
CF may modify the terms and conditions pursuant to this SAASA and the Data Processing 
Agreement with one (1) month’s notice after such changes have been posted on the CF
website. Use of the Service after a change of these terms constitutes acceptance of such 
changed terms. It is the Customer’s obligation to keep up to date with changes to the 
terms.
17. NOTICES
Any notice required to be given under this SAASA shall be in writing and must be:
a) delivered personally or sent by first class post to the other party’s registered office; 
AND
b) sent by email. Notices to CF shall be emailed to hello@contentformula.com.
18. ENTIRE AGREEMENT
This SAASA, the SPA and the Data Processing Agreement represent the entire agreement 
between the parties and supersede any previous agreement or arrangements.
19. APPLICABLE LAW
This SAASA and the provision of the Service shall be governed by and construed in 
accordance with the laws of England and Wales and the parties submit to the 
jurisdiction of the English courts. If the Customer should enter into any dispute with any 
of CF’s third parties involved in the provision of the Service the applicable jurisdiction set 
by that third party’s terms of business may differ to that of CF.
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
www.contentformula.com | hello@contentformula.com Version: 2021-05-07
Schedule 1: Service Level Goals
This document outlines the obligations for operating stability when providing the Service. It 
also provides service delivery parameters, against which the delivery of Service will be 
evaluated.
1. SERVICE UPTIME COMMITMENT
1.1. For the purpose of measuring the quality of service that CF is delivering to 
Customer, CF provides the following commitment: 
1.1.1. CF will provide Customer access to the SaaS production application on a 
twenty-four hour, seven days a week (24x7) basis at a rate of 99.7% (“SaaS 
Services Uptime Metric”).
1.1.2. The SaaS Services Uptime Metric commences on the start of the Binding 
Period set out in the SPA. 
2. BOUNDARIES AND EXCLUSIONS
2.1. The SaaS Services Uptime Metric shall not apply to performance issues caused by 
the following:
i. Overall Internet congestion, slowdown, or unavailability
ii. Unavailability of generic Internet services (e.g. DNS servers) due to 
virus or hacker attacks
iii. Force majeure events as described in the terms of the license 
agreement
iv. Actions or inactions of Customer (unless undertaken at the express 
direction of CF) or third parties beyond the control of CF
v. As result of Customer equipment or third-party computer hardware, 
software, or network infrastructure not within the sole control of CF
vi. As result of Microsoft Office 365 and / or Windows Azure platforms 
and / or services being unavailable, degraded or altered.
vii. Scheduled SaaS infrastructure maintenance
2.2. In addition to scheduled SaaS infrastructure maintenance, upgrades and patches 
that occur approximately 12 times per year may require downtime in addition to 
the scheduled maintenance. The downtime will be scheduled in advance and 
communicated to Customer.
3. REPORTING
CF will provide a SaaS Services Uptime Metric Report (“Uptime Metric Report”) in 
accordance with this schedule to the Customer upon request.
If Customer does not agree with the Uptime Metric Report, written notice of the dispute 
must be provided to CF within ten (10 working days) of receipt of the Uptime Metric 
Report.
4. SOFTWARE-AS-A-SERVICE CREDITS
CF’s failure to meet the SaaS Services Uptime Metric as measured over any quarter may 
be reflected in adjustments to the duration of the initial contract year for SaaS pursuant 
to the following schedule (“Service Credits”):
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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Uptime metric Rating Service Credit
Between 99.7% - 100% Meets goal
Between 99.7% - 100% Tolerable Five (5) day extension of term of the 
SaaS at no cost to Customer
Below 99.0% Unacceptable Ten (10) day extension of term of the 
SaaS at no cost to Customer
SaaS Ratings below 99% for a quarter shall be escalated by both parties to the vice 
president level (or equivalent). The SaaS Service Credits shall be cumulative and extend 
the initial term of the SaaS agreements as set out in the SPA at no cost to Customer. 
Therefore, any renewal of the SAASA shall be effective after SaaS Service Credits have 
been fully utilized.
5. IMPLEMENTATION AND TRAINING
CF offers various implementation and training packages:
• Self-installation – Customer installs and configures the service using set up
documentation and online training
• Guided – CF walks the Customer through the installation process and provides 
some remote admin training. The Customer can then request up to one hour of 
telephone support after handover.
• Enhanced – CF performs the installation and provides other consulting to assist 
with the configuration of the Service. Remote train-the-trainer training is also 
provided. The Customer can then request up to three hours of telephone 
support after handover
• Custom – consultative offering based on Customer requirements
All packages include access to installation guides, online training videos, and knowledge 
base.
6. PAID TECHNICAL SUPPORT – SELF-HELP, ASSISTANCE AND CONSULTANCY
6.1. CF strives to provide high quality and complete self-help resources via their website.
Customers are encouraged to seek answers to questions and refresher training from 
these resources which are provided as part of the Service.
6.2. If desired, Customers can purchase additional support packages which provide 
access to support engineers and consultants who can help customers in a number of 
different ways including setup and configuration of the Service, refresher training
for admins and authors. In some cases these support packages can also be used to 
draw on general SharePoint and Office 365 advice, configuration support and 
development.
7. BREAK-FIX SUPPORT – BUGS, ERRORS AND FAILURES
7.1. From time to time and in spite of CF’s best efforts, the Customer may encounter 
bugs, errors or even failures in the Service. In these cases CF will strive to solve 
quickly and effectively these issues.
7.2. Break-fix support is provided as part of the subscription service and at no extra 
charge.
7.3. It is important that Customers are aware that bugs, errors and failures caused by 
the misconfiguration of the Customer’s SharePoint, Office 365, Active Directory
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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environments, or other Customer IT environments are not covered by break-fix 
support. To fix such issues Customer can purchase technical support packages as 
described in 6 above.
Examples of issues that fall under paid 
support:
Examples of issues that fall under break-fix 
support:
A policy approval workflow is not working Assigning a policy does not trigger an alert to 
a user that is properly registered on the 
Customer’s environment.
A policy cannot be accessed from SharePoint 
by a user
Clicking a policy in the Xoralia library does 
not launch the policy pop-up.
Permissions issues A policy status flag does not change in spite 
of an action by a user to change the status.
A policy document has become corrupted Reporting of ‘policy read’ status does not 
match actual events reported by users.
7.4. In order to be able to access break-fix support the Customer must provide:
7.4.1. an accurate and complete description of the issue being encountered
7.4.2. screenshots of the issue 
7.4.3. descriptions of the actions taken immediately prior to the issue occurring
7.4.4. examples and types of users affected
Failure by the Customer to provide complete reports of issues could prevent the 
Customer from accessing break-fix support
7.5. Minor bugs or issues may only be fixed as part of a scheduled product update.
8. SUPPORT RESOLUTION & RESPONSE TIMES
The following table applies to both paid technical support and break-fix support.
Level Description Examples Response time Resolution time
Priority 1 
(critical)
System unavailable Xoralia cannot be 
accessed by large 
number of users.
2 hours Guaranteed to 
begin working 
on issue within 1 
hour and 
continue to 
work until 
resolution.
Priority 2 
(high)
System available but 
severely impaired
Users can access 
Xoralia but are 
unable to carry out 
tasks.
4 hours
Priority 3 
(medium)
System available and 
main operation not 
impaired
Small number of 
users are impacted; 
Major issue but a 
workaround exists
6 hours For P3, P4 & P0
issues CF will 
within the 
agreed response 
time (unless a fix 
is applied 
immediately) 
provide an 
estimate of the 
time to 
investigate the 
request and/or 
an estimate of 
the time to 
develop a fix for 
the request.
Priority 4 
(low)
System fully 
Operational
A cosmetic issue 
affects the user 
experience in a 
minor way
24 hours
Priority 0 Not a support issue 
but a request for 
assistance
Customer requests 
help to set up a new 
document library
2 days
Xoralia is a trademark of Content Formula Limited, a company registered in England (company number 6577200)
Content Formula Limited, Kemp House, 152-160 City Road, London, EC1V 2NX. United Kingdom.
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9. DISCLAIMER
Except for any warranty set forth explicitly in this Agreement, the Software is provided 
to the Customer “as is” and with all faults and defects without warranty of any kind. To 
the maximum extent permitted under applicable law, CF, on its own behalf and on
behalf of its respective licensors and service providers, expressly disclaims all warranties, 
whether express, implied, statutory, or otherwise, with respect to the Service, including 
all implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement, and warranties that may arise out of course of dealing, course of 
performance, usage, or trade practice. Without limitation to the foregoing, the Licensor 
provides no warranty or undertaking, and makes no representation of any kind that the 
Service will meet the Customer’s requirements, achieve any intended results, be 
compatible, or work with any other software, applications, systems, or services, operate 
without interruption, meet any performance or reliability standards or be error free, or 
that any errors or defects can or will be corrected.
10. UPDATE / UPGRADE POLICY
All updates to the Service are included in the subscription. As the Service is developed 
new tiers of subscription may be created