Aligned Compliance — Master Terms, SaaS Subscription Agreement, SLA, Support Policy, Refund Policy, and Data Processing Addendum
1.1 Parties and Purpose
This SaaS Subscription Agreement (“Agreement”) is between Aligned Compliance (Pty) Ltd (“Provider”) and the subscribing entity or person (“Client”). The Provider grants the Client a license to access and use the Aligned Compliance platform (“Platform”) under the terms below.
1.2 License Grant
Provider grants the Client a non‑exclusive, non‑transferable, revocable license to access the Platform for internal business purposes during the Subscription Term, subject to these Terms and any applicable Order Form. Is this possible?
1.3 Services
Services include access to the Platform, integrations, updates, and standard support as described in the Order Form. Provider may offer optional professional services under separate statements of work.
1.4 Client Obligations
Client must: (a) provide accurate registration and business information; (b) maintain account security; (c) ensure authorized users comply with this Agreement; (d) use the Platform lawfully; (e) retain responsibility for final regulatory submissions and decisions.
1.5 Restrictions
Client will not: copy, modify, reverse engineer, sublicense, resell, or use the Platform to provide services to third parties without Provider’s written consent. Would we know?
1.6 Term and Renewal
The Agreement begins on the Effective Date in the Order Form and continues for the initial term specified. It automatically renews for successive terms unless either party gives notice of non‑renewal as set out in the Order Form. Monthly ?
1.7 Termination
Either party may terminate for material breach if the breach is not remedied within 30 days of written notice. Provider may suspend access for non‑payment. On termination, Client access ends and Provider will handle data per the Data Retention clause. Not necessary?
1.8 Consequences of Termination
Provider will, where feasible, provide Client with a data export in a common format within a reasonable period. Provider may retain copies of Client data as required by law. Possible?
1.9 Governing Law
This Agreement is governed by the laws of the Republic of South Africa. Disputes will be resolved in South African courts unless otherwise agreed.
2. Fees, Billing, and Refund Policy
2.1 Fees and Order Forms
Fees, billing frequency, and payment methods are set out in the Order Form. All fees are exclusive of taxes unless stated.
2.2 Payment Terms
Invoices are payable within the period specified in the Order Form. Late payments may incur interest and suspension of Services.
2.3 Price Changes
Provider may change subscription fees on renewal with prior notice as specified in the Order Form.
2.4 Refund Policy
- Subscription Fees: Non‑refundable except as required by law or as expressly stated in the Order Form.
- Trial Periods: If a trial is offered, cancellation during the trial results in no charge.
- Professional Services: Fees for professional services are non‑refundable once work has commenced.
- Credits: Provider may, at its discretion, issue account credits for service outages where SLA remedies apply. Yay or nay?
3. Service Level Agreement and Support
3.1 Availability Commitment
Provider aims to make the Platform available 99.5% of the time in each calendar month, excluding scheduled maintenance and force majeure. Realistic?
3.2 Scheduled Maintenance
Provider will notify Clients of scheduled maintenance at least 48 hours in advance where practicable. Maintenance windows will be scheduled outside typical business hours where possible. The Norm?
3.3 Support Levels and Response Times
- Severity 1 Critical (Platform down for all users): Response within 1 hour; target resolution or workaround within 8 hours.
- Severity 2 High (major functionality impaired): Response within 4 hours; target resolution within 48 hours.
- Severity 3 Medium (partial impairment): Response within 1 business day; target resolution within 5 business days.
- Severity 4 Low (general questions, minor issues): Response within 3 business days.
3.4 How to Request Support
Support requests must be submitted via the Provider’s support portal or designated email. Include account details, description, and any relevant logs or screenshots. Correct reach outs?
3.5 Remedies for SLA Breach
If Provider materially fails to meet the Availability Commitment, Client may be eligible for service credits as set out in the Order Form. Service credits are Client’s sole and exclusive remedy for SLA failures.
3.6 Exclusions
SLA does not apply to outages caused by: Client systems, third‑party services, scheduled maintenance, misuse, or force majeure.
4. Security, Data Retention, and Data Processing Addendum Summary
4.1 Roles and Scope
- Provider Role: Data Processor (processes personal information on behalf of Client) unless otherwise agreed.
- Client Role: Data Controller (determines purposes and means of processing).
4.2 Purpose of Processing
Provider processes personal information to deliver the Platform, perform integrations, provide support, and comply with legal obligations.
4.3 Categories of Data
May include: contact details, company registration data, tax identifiers, employee payroll identifiers, documents uploaded by Client, and other information necessary for compliance workflows.
4.4 Security Measures
Provider implements reasonable technical and organisational measures including: encrypted data in transit (TLS), encrypted storage at rest, role‑based access controls, regular vulnerability assessments, logging and monitoring, and secure development practices.
4.5 Sub processors
Provider may engage sub processors (e.g., cloud hosting, email delivery, analytics). Provider will maintain a current list of sub processors and notify Clients of material changes. Provider remains responsible for sub processors’ compliance. Not sure what this is
4.6 International Transfers
If data is transferred outside South Africa, Provider will implement appropriate safeguards to protect personal information in accordance with applicable law.
4.7 Data Subject Rights
Provider will assist Client in responding to data subject requests (access, correction, deletion) to the extent required and feasible.
4.8 Breach Notification
Provider will notify Client of any confirmed security incident affecting Client personal data without undue delay and, where feasible, within 72 hours of becoming aware. Notification will include nature of the incident, data categories affected, mitigation steps, and recommended Client actions. The norm?
4.9 Data Retention and Deletion
Provider retains Client data for the duration of the subscription and thereafter for a period required by law or as set out in the Order Form. Upon deletion request, Provider will delete or anonymise data unless retention is required by law.
4.10 Audit Rights
Client may request evidence of Provider’s compliance (e.g., SOC reports, security certifications). Onsite audits are subject to confidentiality, reasonable notice, and cost allocation.
5. Intellectual Property, Liability, and Indemnities
5.1 Intellectual Property
All IP in the Platform and related materials remains Provider’s property. Client retains ownership of data uploaded to the Platform.
5.2 Liability Cap
Provider’s aggregate liability for claims arising from this Agreement is limited to the total fees paid by Client in the 12 months preceding the claim. This cap does not apply to liability for gross negligence, wilful misconduct, or breaches of confidentiality and data protection obligations to the extent permitted by law.
5.3 Exclusion of Consequential Damages
Neither party is liable for indirect, incidental, special, or consequential damages, including lost profits, except where prohibited by law.
5.4 Indemnities
- Client Indemnity: Client indemnifies Provider against claims arising from Client data, Client’s misuse of the Platform, or Client’s breach of law.
- Provider Indemnity: Provider indemnifies Client against third‑party claims that the Platform, as provided, infringes third‑party IP rights, subject to conditions and remedies in the Agreement.
6. Miscellaneous Provisions and Next Steps
6.1 Amendments
Provider may amend these terms; material changes will be notified in advance. Continued use after notice constitutes acceptance.
6.2 Notices
Notices are sent to the email addresses on file or as specified in the Order Form.
6.3 Severability and Entire Agreement
If any provision is invalid, the remainder remains effective. This Agreement and Order Forms constitute the entire agreement.