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Master Services Agreement

Understanding our software terms and conditions.

Master Services Agreement – Schedule 1

Service of Work

  1. AVAILABILITY
    Notify shall use its reasonable endeavours to make the Hosted Services available on a 99.9% basis, measured each calendar month. This target uptime excludes downtime during maintenance as set out in paragraph 2 below.
  2. MAINTENANCE
    Notify shall from time to time provide and install: (a) minor improvements, updates, enhancements, error corrections, upgrade scripts, and changes to Notify Software (each containing updates to the help files and documentation) (“Maintenance Releases”); and (b) new releases, new versions, updates, and modifications to Notify Software that do not constitute New Products (as generally available in accordance with Notify’s timetable for releasing new versions as amended from time to time and available on request including updates to the help files and documentation) (“New Version”).
  3. Nothing in this Contract shall entitle the Client to any new version of the products which from time to time is publicly marketed and offered for purchase by Notify in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product (“New Product”) and/or not the standard offering from Notify at the Effective Date.
  4. SUPPORT
    In response to errors in the Hosted Services and/or Notify Software reported to Notify’s helpdesk in accordance with paragraphs 11 to 13 (below), Notify may provide a Solution on a timescale that Notify in its sole discretion considers to be reasonable having regard to the nature of the error. Solutions will typically be provided at the next applicable release cycle, provided the errors reported are not Out of Scope. Whilst Notify will attempt to respond to error reports promptly, it does not promise or guarantee any specific response time.
  5. “Solutions” are fixes or workarounds that eliminate an error or reduce its effects, which are provided remotely and which may (or may not) include Notify providing Maintenance.
  6. “Out of Scope” means errors that fall outside the scope of Notify’s responsibilities under this Contract and/or result directly or indirectly from the Client’s: (a) misuse or improper use of the Hosted Services and/or Notify Software; and/or (b) combination, merger, or use of the Hosted Services and/or Notify Software with any hardware or software outside the Client Infrastructure and/or Connectivity Infrastructure.
  7. The parties may agree that Notify will provide certain support and maintenance services in respect of Out of Scope errors as Services under an SOW.
  8. Notify may refuse or charge for support in relation to any Client which pays no subscription fees or has only free of charge access to Notify Software and/or Hosted Services.
  9. ENVIRONMENT
    The Client is responsible for procuring and maintaining the Client Infrastructure and Connectivity Infrastructure.
  10. Maintenance Releases and New Versions may require enhancements to the Client Infrastructure and Connectivity Infrastructure. Notify will advise the Client if such enhancements are required. The Client is responsible for procuring and implementing such enhancements. The parties may agree that Notify will provide assistance with implementation as Services under an SOW.
  11. CONTACTING NOTIFY AND BUSINESS PARTNERS
    Notify’s support operates during the “Support Hours”: from 09:00 – 17:00, Monday – Friday, excluding public holidays in England).
  12. The Client may only contact Notify in respect of support queries through Notify’s online helpdesk, via up to two support contact staff nominated by Client.
  13. References to hours in this Service Level Agreement do not include hours outside the Support Hours.
  14. Where a Notify business partner (“Partner”) introduced the Client to Notify and has undertaken to provide First Line Support to the Client, the Client shall contact the Partner instead of Notify in relation to First Line Support.
  15. “First Line Support” means first line support including customer set up and onboarding, new user training and assisting users from time to time with ordinary use and configuration of products in relation to documented functionality but excluding Second Line Support.
  16. “Second Line Support” means second line support provided by Notify or its appointees including assistance with any undocumented features and/or errors in Notify products.
  17. SERVICE CREDITS
    If Notify fails to meet the target uptime set out within clause 1 during any given month, the Client shall become entitled to the applicable service credit (“Service Credit”) specified in the table below, provided that the failure to meet the target uptime:
    1. is not Out of Scope;
    2. is not caused by an Event of Force Majeure;
    3. is not caused by factors outside of the reasonable control of Notify; and
    4. is notified to Notify within 28 days from the time the Client becomes eligible to receive the Service Credit.
      Monthly Uptime Percentage Service Credit: Days of Service added to the end of the initial Term or renewal (as appropriate)
      <99.9% – >=99.0% 2 days
      <99.0% – >=95.0% 5 days
      <95.0% 10 days

      In the table above, Service Credit takes effect as the addition of the stated number of days of service to the end of the Term.

  18. Failure by the Client to comply with the notification requirement at clause 17(c) above will result in the Client’s right to receive the relevant service credit being irrevocably waived.
  19. The aggregate number of Service Credits that may be issued in a single three (3) month period shall not exceed fifteen (15) days.
  20. The parties agree that each Service Credit is proportionate and that the provision of a Service Credit shall be the Client’s exclusive remedy for Notify’s failure to meet the target uptime set out within clause 1 of this schedule.
  21. Service Credits may not be exchanged for, or converted to, monetary amounts.
  22. Service Credits do not apply in relation to any Client which pays no subscription fees or has only free of charge access to Notify Software and/or Hosted Services.

Master Services Agreement – Schedule 2

Template Service of Work

Statement of Work (SOW)
SOW ref.  
Client  
Services
Service Description [This SOW template is to be used to order additional professional services that may be provided during the term of the MSA, for example consultancy, training, development, etc. Note, any professional services that are part of the initial client onboarding project will ordinarily be documented in the Order Form, at the time of contracting, in the section entitled Set-up and Implementation Services.]
This SOW is not used for varying the Hosted Services or the software licences. To vary the contract scope in that way, use the Change Control form at Schedule 3.]
[Please Insert or reference the appropriate service description document and project plan.]
Client Responsibilities [It is rare for a supplier to be able to perform services in isolation of the Client. The Client will also have responsibilities. The Contract sets out default Client responsibilities. If additional Client responsibilities apply to this SOW, please provide details.]
Fees and Payment
Fixed Price / Product Enhancement Fee Amount Payable on
   
   
   
Expenses The Client shall pay any expenses reasonably incurred by Notify in performing its duties under this SOW, including travel, accommodation, subsistence and
telecommunication expenses.
Contacts
[If and to the extent different from the contact details set out in the Order Form to the Contract, please specify]
This SOW is made pursuant to the Contract between Notify and the Client and incorporates the terms thereof
Signed for and on behalf of the Client:
Signed ________________________________
Name _________________________________
Position _______________________________
Date ___________________________________ 		Signed for and on behalf of Notify:
Signed ________________________________
Name _________________________________
Position _______________________________
Date ___________________________________

Master Services Agreement – Schedule 3

Change Control Template

Change Control Notification (CCN)
SOW ref.
Client
Specification of Changes
[Use this CCN template to vary the Hosted Services or the software licences during the lifetime of the contract.]

Notify Module New Module to be added (Y/N) Additional Licensed Management Users to be added
Incident Management [Y/N] [insert number]
Audits and Inspections [Y/N] [insert number]
Risk Management [Y/N] [insert number]
Extended Dashboard [Y/N] [insert number]
Fees and Payment Consequences
Notify Module New Module to be added (Y/N) Additional Licensed Management Users to be added
Incident Management [Y/N]
Audits and Inspections [Y/N]
Risk Management [Y/N]
Extended Dashboard [Y/N]
This CCN is made pursuant to the Contract between Notify and the Client, and incorporates the terms thereof
Signed for and on behalf of the Client:
Signed ________________________________
Name _________________________________
Position _______________________________
Date ___________________________________ 		Signed for and on behalf of Notify:
Signed ________________________________
Name _________________________________
Position _______________________________
Date ___________________________________

Master Services Agreement – Schedule 4

Data Processing

  1. SUBJECT MATTER AND DURATION OF THE PROCESSING OF PERSONAL DATA
    The subject matter and duration of the processing of Personal Data is set out in the Contract.
  2. THE NATURE AND PURPOSE OF THE PROCESSING OF PERSONAL DATA
    Such processing, in accordance with the Client’s instructions, as is necessary to provide the services pursuant to the Contract, which may include: the collection of data; recording of data; organisation of data; storage of data; alteration of data; retrieval of data; consultation with regard to data; use of data; disclosure of data to permitted third parties; combining data; and/or erasure of data.
  3. THE TYPES OF CLIENT PERSONAL DATA TO BE PROCESSED
    1. Personal Data
      The Client may submit Personal Data in the course of using the Services, the extent of which is determined and controlled by the Client in its sole discretion, which may include, but is not limited to Personal Data relating to the following: email addresses of users of the Notify Software, incident, audit and risk assessment related Personal Data contained, for example, in emails between users.
  4. THE CATEGORIES OF DATA SUBJECT TO WHOM THE CLIENT PERSONAL DATA RELATES
    The Client may submit Personal Data to Notify, the extent of which is determined and controlled by the Client in its discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects: the Client’s customers, employees, business partners, suppliers and subcontractors.
  5. THE OBLIGATIONS AND RIGHTS OF THE CLIENT
    The obligations and rights of the Client are set out in the Contract.

Master Services Agreement – Schedule 5

Notify Distributed Software and Services and Open Source Software

  1. INTRODUCTION
    1. The provisions of this Schedule apply to the extent identified in the Order Form.
  2. NOTIFY DISTRIBUTED SOFTWARE AND SERVICES
    1. In this paragraph, the following words have the following meanings:
      1. “Notify-Distributed Service Providers” means the third party ‘Notify-Distributed Service Providers’ identified at www.notifytechnology.com/thirdpartyproviders;
      2. “Notify-Distributed Service Terms” means the additional terms applicable to the re-supply by Notify of services by Notify-Distributed Service Providers identified at www.notifytechnology.com/thirdpartyproviders;
      3. “Notify-Distributed Software Vendors” means the third party ‘Notify-Distributed Software Vendors’ identified at www.notifytechnology.com/thirdpartyproviders;
      4. “Notify-Distributed Software Licences” means software licensing terms in respect of the re-supply by Notify of software supplied by Notify-Distributed Software Vendors identified at www.notifytechnology.com/thirdpartyproviders.
    2. The Client acknowledges that: (a) in order to make use of the Hosted Services it must agree to Notify- Distributed Software Licences and Notify- Distributed Service Terms; and (b) any termination of the Notify-Distributed Software Licence(s) and/or Notify-Distributed Service Terms may prevent it from making substantial use of the Hosted Services, but shall not entitle it to terminate this Contract and/or receive any refund under this Contract.
    3. The Client agrees that it will abide by the terms and conditions of Notify-Distributed Software Licences and Notify-Distributed Service Terms.
    4. The Client shall indemnify and hold harmless Notify for all Costs arising from a breach of this paragraph 2, including all Costs associated with handling a complaint or allegation which, if substantiated, would constitute a breach by the Client of this paragraph 2.
  3. OPEN SOURCE SOFTWARE
    1. In this paragraph, the following words have the following meanings:
      1. “Open Source Licence” means a licence in respect of the Open Source Software as identified at www.notifytechnology.com/thirdpartyproviders;
      2. “Open Source Software” means the open source software as identified at www.notifytechnology.com/thirdpartyproviders, including all new releases, new versions, updates and modifications thereto.
      3. The Client acknowledges that: (a) in order to make use of the Hosted Services it must enter into Open Source Licences; (b) Notify will have no contractual obligations or responsibilities in respect of Open Source Licences and, in particular, will not be providing patches or fixes in respect of the Open Source Software; and (c) any termination of the Open Source Licences may prevent it from making substantial use of the Hosted Services, but shall not entitle it to terminate this Contract and/or receive any refund under this Contract.
      4. The Client agrees that it will enter into Open Source Licences and will maintain such Open Source Licences for the duration of this Contract and abide by the terms and conditions of Open Source Licences.
      5. Notify warrants at the Effective Date that the provision of Open Source Software as part of the Hosted Services shall not infringe the terms of the Open Source Licences.
      6. In the event that any Open Source Licence is terminated, or in the reasonable opinion of the Client or Notify, use of the Open Source Software infringes the Intellectual Property Rights of a third party, save in respect of such termination or reasonable opinion arising as a result of a breach by either party of this paragraph 3, the parties shall use all reasonable endeavours to mitigate any adverse impact to the Hosted Services (which may include the sourcing of alternative software components), provided that if notwithstanding such mitigation the adverse impact to the performance or functionality of the Hosted Services is substantial, the Client shall be entitled to terminate this Contract on thirty (30) days’ prior written notice. Mitigation arising under this paragraph shall be deemed an Event of Force Majeure and the provisions of Clause 14.7 shall apply.
      7. The Client shall indemnify and hold harmless Notify for all Costs arising from a breach of this paragraph 3, including all Costs associated with handling a compliant or allegation which, if substantiated, would constitute a breach by the Client of this paragraph 3.