This Software Maintenance Agreement ("Agreement") outlines the terms and conditions under which SSA Group B. V. ("Contractor") provides software maintenance services for the software solutions of its clients ("Client").
1. Subject Matter of Agreement
1.1. The Client hereby commissions, and the Contractor agrees to provide, software maintenance services (“Services”) of the Client’s software solution(s), for a payment as outlined in this Agreement.
1.2. The Services to be provided under this Agreement shall include the following categories of maintenance: bug fixing, system performance monitoring, security, database administration, quality assurance, DevOps, license management, user interface/user experience (UI/UX) enhancements, and consulting.
1.3. The Services will be performed in accordance with the Maintenance Package selected by the Client. The Contractor offers three distinct Maintenance Packages, each designed to provide a varying level of service. These packages are as follows:
• Standard Maintenance Package
• Premium Maintenance Package
• Enterprise Maintenance Package
1.4. The available Maintenance Packages, along with their specific terms, conditions, and associated pricing, are outlined on the Contractor's website at https://www.ssa.group/professional-services/software-maintenance/. The Client will select the appropriate Maintenance Package based on their operational needs and requirements, and the Contractor will deliver the corresponding maintenance services accordingly.
2. Communication, Request Handling, and Response Times
2.1. The Contractor shall designate a Project Manager (PM) as the primary point of contact for all maintenance requests. The PM will be responsible for receiving, reviewing, and coordinating requests, ensuring effective communication between the Client and the Contractor’s maintenance team, and providing the Client with timely updates on request status and resolutions.
2.2. The Contractor will respond to requests in accordance with the response times specified in the Client’s selected Maintenance Package. Response times will be calculated from the moment the Client submits the request via the support tracker provided by the Contractor and will be subject to the Contractor’s working calendar.
3. Payment Terms
3.1. The Client agrees to pay for the selected Maintenance Package on a pre-paid monthly basis. The payment for each month is due within the first five (5) calendar days of each month.
3.2. In the event that the Client fails to make the required payment within the specified timeframe, the Contractor reserves the right to suspend all services until the outstanding payment is received.
3.3. Payments shall be made in accordance with the pricing outlined for the selected Maintenance Package on the Contractor's website or as agreed upon in the email correspondence with the Client.
3.4. If payment is not received within five (5) days of the due date, the Contractor may consider the Agreement to be in default and may exercise its right to terminate the Agreement, subject to the provisions of Section 6.5.
3.5. The Client shall be responsible for any transaction fees, commissions, or other charges associated with making payments. The Contractor must receive the full amount due as specified for the selected Maintenance Package, without any deductions for such fees.
3.6. The Client may authorize a third party, who is not a party to this Agreement, to make payments on their behalf. In such cases, the Client remains responsible for ensuring that all payments are made in full and on time, and the Contractor will consider the payment as if made directly by the Client.
4. Confidentiality
4.1. The Contractor acknowledges that all materials, data, and information provided by the Client or made available to the Contractor for informational purposes in connection with the performance of this Agreement are considered the Client’s confidential and proprietary information ("Confidential Information").
4.2. The Contractor agrees to maintain the confidentiality of all Confidential Information and to take all reasonable precautions to prevent unauthorized access to or disclosure of such information. The Contractor will only use Confidential Information for the purposes of fulfilling the obligations under this Agreement and shall not disclose it to any third party without the prior written consent of the Client, unless required by law.
5. Limitation of Liability
5.1. Exclusion of Indirect, Consequential, and Economic Damages:
The Contractor shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising from or in connection with the provision of services under this Agreement. This includes, but is not limited to, damages for loss of profits, revenue, business opportunities, reputation, data, system downtime, business interruption, or any other similar financial or economic loss. Except as expressly provided in this Agreement, the Contractor shall not be liable for any form of indirect, economic, or consequential damage.
5.2. No Liability for Third-Party Claims:
Neither Party shall be liable for any claims, demands, actions, or damages arising from or related to the acts or omissions of third parties, including but not limited to third-party software providers, infrastructure providers, or other service providers not directly under the control of the respective Party.
5.3. Exclusion of Liability for Force Majeure Events:
Neither Party shall be liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including, but not limited to, acts of God, natural disasters, fire, flood, strikes, acts of terrorism, government actions, or the failure of any third-party provider.
6. Termination of the Agreement
6.1. This Agreement shall be effective from the moment the Client makes the payment for the selected Maintenance Package or otherwise agrees to the terms through any method specified by the Contractor. The Agreement will remain in effect until all obligations of the Parties have been fulfilled or terminated in accordance with the terms set forth herein.
6.2. Either Party may terminate this Agreement at any time, for any reason or without reason, upon providing the other Party with written notice of termination. The notice must be given at least thirty (30) calendar days before the intended termination date.
6.3. This Agreement may also be terminated by mutual consent of both Parties. The Parties shall agree upon the effective date of termination and any outstanding obligations.
6.4. Either Party may terminate this Agreement immediately, without prior notice, if the other Party materially breaches any of its obligations under this Agreement. In such case, the Party seeking termination shall provide written notice of the breach, and the breaching Party shall have a period of three (3) days to cure the breach, failing which the Agreement may be terminated without further notice.
6.5. If the Client fails to make the required payment within the agreed-upon time frame, the Contractor has the right to suspend the provision of services until payment is received. If payment is not made within three (3) days from the due date, the Contractor may terminate this Agreement.
6.6. In the event of termination of this Agreement for any reason, the Client shall pay for all Services provided up until the effective date of termination. No further services will be provided after the termination date, but any outstanding payments for services rendered before termination remain due and payable.
7. Data Privacy and Security
7.1. The Contractor shall comply with all applicable data privacy laws, including the General Data Protection Regulation (GDPR) (EU) 2016/679, in relation to the processing and transfer of Personal Data. GDPR refers to the regulation of the European Parliament and Council on the protection of individuals concerning the processing of personal data and the free movement of such data. If Personal Data is transferred from the European Union to third countries, the Contractor agrees to enter into and comply with a Data Protection Agreement (DPA) as required by the Client, which will include the implementation of necessary technical and organizational measures to ensure data protection.
7.2. The Contractor will maintain a comprehensive and formal information security program in line with industry best practices and standards to:
(i) ensure the security and integrity of Personal Data and Confidential Information,
(ii) protect against potential threats or breaches affecting the security or integrity of such data, and
(iii) prevent unauthorized access to or disclosure of Personal Data and Confidential Information.
7.3. The Contractor shall ensure that any personnel or third parties engaged in handling Personal Data or Confidential Information are adequately trained in data protection and security measures.
8. Governing Law and Jurisdiction
8.1. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws provisions.
8.2. The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands, for the resolution of any disputes arising out of or in connection with this Agreement.
9. Conflict Resolution
9.1. The parties agree to resolve any disputes or conflicts arising under this Agreement through good faith consultations and negotiations, seeking amicable solutions through mutual agreements and compromises.
9.2. In the event that the parties are unable to reach a resolution through negotiations, the dispute shall be referred to an independent third-party mediator or arbitrator for binding resolution. If mediation or arbitration does not lead to a satisfactory resolution, the dispute may be resolved by the competent court having jurisdiction, as specified in Section 8 (Governing Law and Jurisdiction) of this Agreement.
10. Queries and Clarifications
10.1. This Agreement sets forth the terms and conditions for the provision of maintenance services. Specific details, including pricing and the selected package, will be agreed upon by the Parties via email at the Client's request.
10.2. For any specific queries or further clarification regarding the selected Maintenance Package, Clients are encouraged to contact the Contractor via email or by using the contact form on the website.
11. Miscellaneous
11.1. Amendments
This Agreement may be amended or modified by the Contractor by publishing the updated terms on the Contractor’s website. Any such amendments shall become an integral part of this Agreement and will be effective from the date of publication on the website. The Parties will be informed of the updated terms through the website or via email.
11.2. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by any competent court or authority, the remaining provisions shall remain in full force and effect. The Parties agree to negotiate in good faith to replace the invalid provision with a valid one that reflects the Parties' original intent.
11.3. Entire Agreement
This Agreement, along with any communications between the Parties, including but not limited to emails, constitutes the entire understanding and agreement between the Parties with respect to the subject matter, superseding all prior oral or written agreements, understandings, or communications.
11.4. Waiver
Failure or delay by either Party to exercise any right, power, or privilege under this Agreement shall not operate as a waiver of that right, power, or privilege. Any partial exercise of any right, power, or privilege does not preclude the further exercise of that right, power, or privilege.
11.5. Assignment
Neither Party shall assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of substantially all of the Party's assets, in which case assignment is permitted without consent.
11.6. Relationship of the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Both Parties are independent contractors, and neither Party shall have the authority to bind or represent the other Party in any manner.
Contractor Details:
SSA Group B. V.
Registration number: 859893054B01
VAT number: 74426117
Address: Kingsfordweg 151, office 1.23, 1043GR Amsterdam, the Netherlands
Email: sales@ssa.group