Snapcap

Software as a Service Order

This order and our standard terms of service make up the agreement. You can access our terms of service on our website at www.snapcap.co.za. 

This reference incorporates them into this order. The parties will record any appropriate departure from our terms of service in this order, which prevails over our terms of service where they conflict.

If you sign this agreement, it is an offer to us that you cannot revoke. We do not need to tell you whether or not we accept it. The parties have read, understood, and accept the terms of this agreement. You form a binding agreement with us when you sign up for our services.

Order

1.    Introduction

This agreement contains the commercial terms between us and you relating to us providing you with access to the software as a service on the following basis:

•    we are your service provider – we are providing software as a service applications (apps and websites), and 

have developed or obtained the rights as a service provider to provide the Snapcap software as a service to building intuitive, rich-media forms for data capture that work on or offline and integrating into your existing systems and provide you with real-time data analytics on those captures;

•    you are our customer – you wish to make use of the software as a service as our customer;

•    we provide you with software as a service – we make the application available to you through the Internet as

software as a service; and

•    your authorised users have access – the provision of the software as a service lets you or your authorised users

access the application and make use of the software as a service.

2.    Definitions

In this order:

administrator means an authorised user in your employ who is authorised to provision, manage, and administer certain services;

authorised user means a user in your employ or with whom you are otherwise in a contractual relationship who you have assigned credentials to or otherwise sanctioned to use the software as a service;

business hours means 08:00 to 17:00 on weekdays;

credentials means any of the following:

•    unique username and password that has been assigned to an authorised user;

•    sign-in via any linked login account such as Google, Facebook or other social media accounts that we might

support;

•    a single click access link that authenticates a specific named user for:

o    once-off use; or

o    recurring use;

•    a single click access link that authenticates one or many anonymous users for recurring use.

critical bug means any bug, problem, error or difficulty experienced with the operation of the software as a service that threatens your ability to generate revenue, and includes the software as a service or a web application being down or the system not being accessible;

enhancement means any minor change to the software as a service that:

•    does not require any extensive business requirements analysis, functional specification, or wire framing; and

•    has nominal total development time;

non-critical bug means any bug, problem, error, or difficulty experienced with the operation of the software as a service that does not threaten your ability to generate revenue;

project means any scoped project to make changes to the software as a service 

response time means the time elapsed from receiving the support request, to identify the problem or in the case of third party fault the specific cause or likely cause (it does not include the time to fix the problem as this will depend on the cause of the problem itself);

services means any services we or related people provide to you, under this agreement;

software as a service means the ability we provide to you to use our software that we have developed or obtained the rights to provide running through the Internet as software as a service and the software application that we will customise with your branding and provide to your authorised users;

software as a service URL means the website address at the domain as may be designated by us in writing from time to time that provides you and your authorised users with access to the software as a service;

specifications means the specifications (which may be in the form of a proposal, wireframe, project initiation document, functional specification, or technical specification and may include the design and building of capture forms, reports analytics dashboards and custom integrations) of the software as a service; 

support means ad hoc support (including troubleshooting, research, fault-finding, diagnosis, improving) which could result in a configuration change, service restart, or performing end-user actions on your behalf; and

time to fix means the time taken to fix the problem or provide the support requested, which excludes time that elapses while we wait for a response from you.

3.    Free Trial

3.1.    Basis. We will let you use the software as a service for the purpose of testing the value or usefulness of the 

software as a service to you on these terms for:

•    either a nominal fee that we may agree on or for free;

•    during a free trial period of two months starting on the date that you sign up for the free trial and ending two

months after the date you signed up;

•    provided that: (i) your free trial use is restricted to only specific packages on the platform; (ii) you will not 

be able to add different capture forms unrelated to the specific package used (for example, the Corona screening free trial limits you to only forms relating to Corona screening and tracing); and (iii) you will not be able to capture images on the form; and

•    from time to time, we may offer a completely free tier that is not limited in duration, but may place limits on 

your use, the features available and the number of users.

3.2.    Revoke access. We may revoke your access to any of our trial packages at any time at our discretion.

3.3.    Termination. You may terminate the agreement at the end of the free trial period on 14 calendar days written notice

to us or by deactivating your subscription on the website if you did not find the software as a service valuable or useful. If you do not terminate the agreement, it will continue in terms of its effective date and duration without restriction.

4.    Duration

4.1.    Term. This agreement will start on the effective date and continue until terminated according to the following table:

4.2.    Automatic renewal. At the end of the then current period (being either the initial term or a subsequent automatic

renewal period), the agreement will automatically continue, on these terms, for subsequent automatic renewal periods of 12 calendar months, from the end date. However, either party may terminate the agreement at the end of the then current period (being either the initial term or a subsequent automatic renewal period) on at least 30 days prior written notice to the other party. If you have signed up for the services using one of our self-service subscriptions and you wish to terminate the services, you must terminate the agreement 30 days prior to the date you wish to stop using the services by cancelling your self-service subscription electronically on our site.  

5.    Our software as a service obligations

5.1.    Grant of right. We grant you a worldwide, non-exclusive, non-transferable and revocable right to use the software 

as a service for the duration of this agreement.

5.2.    Mobile Application. If you access the software as a service through a mobile application, we grant you a 

non-exclusive, non-transferable and revocable right to install and use the application on any mobile device owned by you.

5.3.    Access. We will notify you of the software as a service URL, through which your authorised users can access the

software as a service, in writing from time to time.

5.4.    Authorised use. We will provide our software as a service to any of your authorised users directly who have agreed 

to the end-user licence or other relevant agreement through the software as a service on a non-exclusive basis where we may also provide it to anyone else.

5.5.    Availability. We will make the software as a service available at all times, subject to reasonable downtime for 

planned and emergency maintenance.

5.6.    Maintenance. We will perform scheduled maintenance on the software as a service outside of business hours on

business days or outside of business days from time to time. Maintenance may interrupt the software as a service. We may need to perform emergency maintenance in certain circumstances.

5.7.    Hosting. We will host the software as a service on a server that we control or someone controls on our behalf at 

our premises or at a remote location.

5.8.    Backups. We will back up all data stored in the data repositories available through the software as a service and 

test those backups in accordance with our backup policies.

5.9.    Disaster recovery. We will maintain a disaster recovery plan and related services. In the event of a disaster, we 

will implement the disaster recovery plan and:

•    replicate the software as a service as soon as possible with the most recent backup date; and

•    restore the software as a service with a recovery time objective of 24 hours and a recovery point objective of 

24 hours.

6.    Your software as a service obligations

6.1.    Authorised user list. You are responsible for ensuring that the list of authorised users who are able to use the

software as a service is always up to date.

6.2.    Access necessities. You are responsible for getting and maintaining any equipment, software, infrastructure, or

ancillary services necessary to connect to, access, or otherwise use the software as a service. For example:

•    equipment – such as modems, servers, or other hardware;

•    software – such as operating systems;

•    infrastructure – such as networking equipment or web servers; and

•    ancillary services – such agreements with ISPs for the provision of Internet access.

6.3.    Authorised user instructions. Each authorised user is responsible and liable for activities that occur under their

account. You authorise us to act on any instruction given by an authorised user, even if it transpires that someone else has defrauded both of us, unless you have notified us in writing prior to us acting on a fraudulent instruction. We are not liable for any loss or damage suffered by you attributable to an authorised user’s failure to maintain the confidentiality of their credentials.

6.4.    Expertise. You must at all times employ sufficient personnel who:

•    are skilled in and knowledgeable about your systems; and

•    have the necessary technical expertise to use the software as a service.

If you do not have sufficient personnel with the required knowledge or expertise to use the software as a service, you must send personnel on training with us to teach them the necessary skills.

7.    Feedback

7.1.    Introduction. We value your feedback about the software as a service. It helps us improve it for you and our other

customers. Feedback means any comments or suggestions that you send us or post on a website that we control related to the software as a service.

7.2.    No obligation to you. We are not obliged to compensate or credit you for your feedback in any way unless we have a

written agreement with you to do so.

7.3.    Your obligations to us. When you submit your feedback to us, you:

•    grant us a worldwide, perpetual, non-exclusive, royalty-free, sublicensable licence to use, reproduce 

and, modify your feedback for any purpose related to the software as a service;

•    agree to deliver all documents and perform all actions necessary to ensure that our rights to use, reproduce, 

and modify your feedback are effective and enforceable; and

•    give up any claim that our use, reproduction, or modification of your feedback violates any of your rights,

including your intellectual property rights or your moral rights (the rights not to have your work distorted and to be credited for your work).

7.4.    Submission. You can submit any feedback to us by email or through any of our other feedback channels.

7.5.    May or may not take action. We will consider your feedback and may or may not decide to act on it in our absolute

discretion in terms of our roadmap for the software as a service.

8.    Specification amendments

8.1.    Procedure. If a party, at any stage, requires any amendment to the specifications, it will submit a written change

request to the other party, setting out:

•    the nature of the desired changes;

•    the reason for the changes; and

•    the effect of the changes on the software as a service.

8.2.    Format. If the proposal is made by:

•    you, we will investigate the likely impact of any proposed changes upon the software as a service, the fees 

payable, and will provide you with a written response; or

•    us, we will detail the likely impact of any proposed changes upon the software as a service in the change note.

9.    Support

9.1.    Help desk. We will provide a help desk during business hours for support requests from your personnel or 

authorised users.

9.2.    Process. Your personnel or authorised users must submit support requests by phone or email using the following

process:

•    submit the initial request to the help desk – they will record and diagnose the request (which involves 

thoroughly researching the problem and collecting all relevant details from your personnel or authorised users), resolve user errors, and handle information requests; and

•    escalate to your account manager as necessary – such as if the problem is urgent.

9.3.    Contacts. You must submit support requests in terms of the process to the contacts specified in the following table:

9.4.    Resolution. Once a support request has been resolved, our relevant contact will inform the person who submitted 

the request. The person who submitted the request will inform us whether the correction was satisfactory or not within a reasonable period afterwards (having regard to when the problem could reasonably be detected again). If no notice is received within a reasonable amount of time, the problem will be deemed to have been corrected to satisfaction.

10.    Support levels

10.1.    Support services. We will provide the following support services in relation to the software as a service:

•    providing any advice by email or our helpdesk that you may reasonably require related to problems you

experience concerning the use of the software as a service;

•    routinely upgrading the software as a service;

•    making sure that sufficient qualified personnel are available during support hours to respond to reasonable

queries in regard to the operation of the software as a service; and

•    consulting with you from time to time in respect of suggested enhancements of the software as a service.

10.2.    Categories of support request. @Our categories of support request are based on the impact a problem will likely

have on your reputation according to your operations as a whole in the context of your business. We will abide by the response times and times to fix for the categories of support request specified in the following table:

11.    Excluded services

11.1.    On-site support excluded. The support services do not include any site visits by our technical or training 

personnel at your premises. This exclusion does not apply to any visits by our non-technical or non-training personnel, such as face-to-face visits from account managers at your premises. We may charge additional fees for site visits by our technical or training personnel on the following basis:

•    we will invoice you for the relevant technical or training personnel’s hourly fees as agreed between the parties

in writing;

•    we will invoice you for road travel at Automobile Association rates with the source location being our offices;

•    we will invoice you for air travel at an Economy Class travel rate, with the source location being the airport 

closest to our offices;

•    we will invoice you for hotel accommodation at the rate of a three star hotel; and

•    we will invoice you for meals the at ‘Out of Town’ allowance rates as outlined by the Department of Labour.

11.2.    Time and materials. We may charge you additional fees on a time and materials basis for time that we, in our

reasonable opinion, spend in relation to the following:

•    data restoration or re-establishment or other assistance required by you that do not result from inherent errors 

in the software as a service; or

•    providing services to you in circumstances where any person reasonably skilled and competent in the software

as a service would have judged your request to have been unnecessary.

11.3.    Additional services. If you require excluded or additional services, the parties will follow the procedure set out 

in this agreement. Any excluded or additional services will be provided under a separate agreement. These services will be quoted and billed for separately under a separate agreement.

12.    Fees

12.1.    Per item. You will pay us the fees monthly in arrears per item in the amounts specified in our pricing schedule

attached to this agreement.

12.2.    Fees cover software as a service. The fees will cover the software as a service and not any other software.

12.3.    Fee increase. We may increase the fees once during each successive period of 12 calendar months calculated 

from the effective date, subject to 14 calendar days’ prior written notice to you (where practicable) and not in excess of the consumer price index plus 3% as published by Statistics South Africa during the previous calendar year (available at: http://www.statssa.gov.za/?page_id=1871).

12.4.    Electronic billing and notices. You will receive invoices and notices under this agreement electronically by email 

to the email address that you provided on the cover page or during the online registration process.

13.    Payments

13.1.    Due dates. You will be liable for and pay the fees specified in the agreement and any additional fees promptly on 

the due date, without any deduction, set off, or demand and free of exchange in the currency specified in the agreement. The following due dates in the table under ‘Fees’ above mean that you must pay the relevant amounts on or before the following due dates:

•    effective date –- the date when the agreement starts, as specified in the table under ‘Duration’ above;

•    on invoice in advance –- when we send you the invoice to pay the relevant amount in advance;

•    monthly in advance – on or before the date specified in the relevant invoice before the start of the relevant 

month, which we will issue to you on or before the end of the previous month; and

•    monthly in arrears – on or before the date specified in the relevant invoice after the end of the relevant month,

which we will issue to you on or before the end of that month.

13.2.    Manner of payment. You must make payment in the manner specified in the following table:

13.3.    Reimburse costs. If we suspend a service that we supplied, you will pay us the costs that we incurred (including

redeployment, travel and associated expenses) in remobilising our employees affected by the agreement and recommencing the services.

14.    Restrictions

You will not:

•    grant anyone direct access to the software as a service other than as an authorised user, including by way of 

lease, download, software as a service or as an application, bureau or on-demand software service provider or any other method; or

•    use the software as a service to provide a service to any third party similar to the software as a service;

unless agreed otherwise between the parties in writing.

15.    Suspension of service

15.1.    Immediate suspension. We may immediately suspend your right to use any of the services in any of the 

following circumstances:

•    you fail to pay any fees due to us in terms of this agreement on their due date;

•    you attempt a denial of service attack on any of the services;

•    you seek to hack or break any security mechanism on any of the services or access data outside of that which

belongs to your organisation;

•    we determine in our sole discretion that your use of the services poses a security threat to us, or to any other

user of the services;

•    you otherwise use the services in a way that disrupts or threatens the services;

•    we determine, in our sole discretion, that there is evidence of fraud with respect to your account;

•    we receive notice, or we otherwise determine, in our sole discretion, that you may be using the services for any

illegal purpose or in any way that breaches the law or infringes the rights of any third party;

•    we determine, in our sole discretion, that our provision of any of the services to you is prohibited by applicable

law, or has become impractical or infeasible for any legal or regulatory reason; or

•    for any other reason that we determine is reasonable within our exclusive discretion.

15.2.    Preservation of data (suspension). In the event that we suspend your access to any services, we will not take any

action to intentionally erase any of your data in our possession during the period of suspension and the fees will continue to accrue.

16.    Departures

The parties have negotiated the following departures from our terms of service:

•    at clause [number], ‘[heading], [subheading]’ – add “[wording]”;

•    at clause [number], ‘[heading], [subheading]’ – replace ‘[wording]’ with ‘[wording]’; and

•    at clause [number], ‘[heading], [subheading]’ – add ‘[wording]’ to end of the phrase ‘[wording]’.