Stratas General Terms

SLA time for an incident starts when the case is received and runs when Stratas has ownership of the case.

CONTACTING SUPPORT SERVICES

Only individuals who have received formal product training from Stratas may request support.  Any support provided outside of these conditions will be charged on a time and materials basis at the prevailing Professional Services hourly rate.

Support provided by Stratas in relation to issues arising from the Customer’s ERP or other system, shall be considered out of scope of this agreement and will be charged on a time and materials basis at the prevailing Professional Services hour rate.

The Customer may contact Stratas Support via email at helpdesk@stratas.co.uk.

The initial response may consist of:

•   A suggested resolution to the problem;
•   A request for more detailed information or clarification, which will enable Stratas to determine the appropriate course of action; or
•  Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.

To receive emergency assistance for Priority Level 1 issues, Customer shall call Stratas Support Services and indicate that Customer is having a Priority Level 1 issue.  Upon receipt of such a case, Stratas shall perform the following steps:

1.      Stratas Support Representative will assess the Priority Level of the issue based on the error description.

2.     In case the issue is categorised as Priority Level 1 issue, the Stratas Support Representative will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.

3.     In case the issue does not fulfil the Priority Level 1 requirements, appropriate Priority Level is assigned, and Customer is informed of this change.

DESIGNATED CLIENT CONTACTS

Customer support requests must be routed through designated and trained customer contacts. Doing so ensures prompt and efficient service while maintaining strict confidentiality of employee data.  Each Stratas customer is afforded one (1) primary support contact and one (1) back-up contact. Additional contacts are allowed for IT and other technical communications from Stratas support.  Should these support contacts change, Stratas Support Services must be notified in writing by the senior most customer contact. This is a data security precaution strictly enforced by Stratas.

8.     PAYMENT TERMS

8.1.     All Software Licenses are invoiced upon signature of this agreement, annually in advance.  Stratas will invoice for pre-agreed travel expenses, where relevant. The Customer is responsible for other pre-agreed expenses related to on-site consulting and training for which an invoice will be provided with associated documentation and receipts.

8.2.    All prices quoted in this Agreement are in Pound Sterling and exclude VAT and other applicable taxes and public charges. All payments shall be due within thirty (30) days net after the date of Stratas’ invoice, unless otherwise specified in Schedule 2.  

8.3.    Stratas shall automatically apply a £150 administration fee and charge interest on arrears at the rate of 8% above the Bank of England base rate from the due date until the outstanding amount is paid in full (including interest). 

8.4.    Stratas may forthwith suspend performance of its obligations under this Agreement until such payment is made (without incurring any liability whatsoever until such payment is made). Should services be suspended for non-payment of invoices, a £250 reconnection fee shall be payable by the Customer.

9.     PRICING

9.1.    The Annual Charge will increase by 5% or CPI (whichever is the greater) on each anniversary of the contract within the Primary Term.

9.2    All pricing and any discounts offered will only apply to the Primary Term.

10.   CONFIDENTIALITY

10.1.  Each party shall keep in confidence all material and information, whether commercial, financial, technical or otherwise, relating to the business, affairs or methods of one party (“Disclosing party”) or of its Affiliates or any person associated with that party, given in respect of this Agreement to the other party (“Recipient”) or otherwise obtained by the Recipient and which is marked or designated as confidential or which it is reasonable to assume is confidential (“Confidential Information”) and not use such material or information for any other purposes than those set forth in this Agreement, and only to the extent necessitated by this Agreement. Each party shall have the right to disclose the said material and information to its employees only on a need-to-know basis.

10.2.  The obligations as to confidentiality and limited use shall, however, not be applied to material and information which: a) is generally available or otherwise public; b) the Recipient has received from a third party without any obligation of confidentiality; c) was in the possession of the Recipient prior to receipt of the same from the other party without any obligation of confidentiality related thereto; d) Recipient or its Affiliate has developed independently without using material or information received from the Disclosing party; or e) a Recipient shall disclose pursuant to a law, decree or other order issued by the authorities or a judicial order.

10.3.  The Recipient may disclose Confidential Information on a need-to-know basis to: a) any legal adviser(s) and statutory auditor(s) which it has engaged for itself; b) any Affiliate of the Recipient, or any director, officer or employee of the Recipient, provided that, in each case, the Recipient must first advise that person of the Recipient’s obligation to keep the Confidential Information confidential and ensure that that person is bound by obligations of confidence in respect of the Confidential Information no less onerous than those contained in this section; and c) where the Recipient is Stratas, any of its subcontractors who has entered into a confidentiality agreement with the Recipient in respect of the Confidential Information on substantially the same.

10.4.  The rights and responsibilities under this section shall survive the termination or cancellation of this Agreement and shall remain in force for a period of five (5) years from the date of disclosure.

11.     COMPLIANCE

11.1.   Stratas shall perform the Services in compliance with all UK laws, regulations, public ordinances and other mandatory directives or rules issued by governmental authorities which are directly applicable to the general business organisation, facilities, and processes of Stratas.

11.2.   Collection and processing of information about Customer and Customer’s use of the Service is necessary for the purposes of providing the Service to Customer. In respect to provision of services, Stratas may get access to personal information that Customer is processing on the software Servers.

11.3.   Customer shall respectively comply with all with all UK laws, regulations, and other mandatory rules issued by governmental authorities which are directly applicable to the general business organisation, facilities, and processes of Customer, including the technical, functional, or other specifications of – or requirements on – the Services (including without limitation Data Protection Laws).

11.4.   The Customer shall be responsible for instructing Stratas in writing as to the way Stratas should perform the Services or implement changes to the Services so as to comply with any rules and regulations applicable to The Customer’s industry which Stratas would not be reasonably expected to know.

12.    INTELLECTUAL PROPERTY RIGHTS

12.1.   All copyright intellectual property rights in the results of the professional services, Software and Services and all amendments, changes and enhancements thereto shall be vested solely with Stratas. Stratas grants The Customer a limited license to use the results solely with the software and/or services provided by Stratas. Unless otherwise expressly agreed in writing, such results including any associated changes, amendments or enhancements shall be subject to the same license terms and conditions and limitations as the software or services in question are provided. All rights that The Customer has for the content The Customer has stored in the system and that is processed by the software or services shall remain in The Customer’s ownership. The Customer is fully responsible for The Customer’s own data and all content that The Customer enters in Stratas’ software or services. Stratas is granted a license to use material provided, software and infrastructure for the purposes of this Agreement and to fulfil its obligations under this Agreement.

12.2.  Except as otherwise expressly provided in writing, the Agreement shall not give a Party any direct, indirect, or implied right or license to use or otherwise exploit intellectual property rights belonging to the other Party.

12.3.  Stratas leverages public APIs for access and connectivity to third party applications, data services, software, and content (“Third-Party Services”). Such Third-Party Services are provided by Stratas as a “pass through” and Stratas does not control or own any Third-Party Services, and the access to and use of such Third-Party Services, including the availability thereof, warranties and uptimes related thereto, is solely determined by the relevant third parties that control such Third-Party Services. The Customer may be required to enter into separate agreements with such third parties to access and use Third-Party Services and obtain additional consents to connect the Third-Party Services to a Product.

13.    LIMITED WARRANTY; DISCLAIMER

13.1.   Stratas warrants that the results of the professional services, Software and Services substantially conforms to written specifications.

TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTY SET FORTH IN THIS SECTION IS STRATAS’ EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES AND UNDERTAKINGS. STRATAS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE. STRATAS EXPRESSLY DISCLAIMS AND EXCLUDES ALL LIABILITY PERTAINING TO THIRD PARTY MATERIAL.

IT IS EXPRESSLY STIPULATED THAT IN NO EVENT DOES STRATAS WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND SERVICE WILL MEET CUSTOMER´S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.  THE STATED PRODUCT WARRANTY IS IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF STRATAS FOR DAMAGES.

13.2.  Customer acknowledges and agrees that Stratas has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

14.   FORCE MAJEURE

14.1.   “Force Majeure Event” means any failure by a Party to perform its obligations under this Agreement caused by an impediment beyond its control, which it could not have considered at the time of the conclusion of this Agreement, and the consequences of which could not reasonably have been avoided or overcome by such Party.

14.2.  Neither Party shall be liable for delays and damages caused by a Force Majeure Event.

14.3.  A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time.

14.4.  A Party shall notify the other Party in writing without delay of a Force Majeure Event and of the termination thereof.

15.    LIMITATION OF LIABILITY

15.1.   In no event shall Stratas be liable for indirect, incidental, special, punitive, consequential, or exemplary damages, of any kind whatsoever or for loss of or recovery of data, or any costs of reprogramming or reproducing any program or data stored in or used with Products, or any damages caused by corrupt or inadequate data, arising out of or in connection with this License, regardless of the form of the action, OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS, CONTRACTS, REVENUE, TIME OR GOODWILL, whether in contract, tort (including negligence), strict liability or otherwise, even if it has been advised of the possibility of such damages.  In addition, Stratas’ total liability to The Licensee under this License shall be limited to one hundred percent (100%) of the license fees actually paid by the Licensee During the first twelve (12) month of the Term for the license of the Product causing the damage.  The Licensee releases Stratas from all obligations, liability, claims or demands in excess of the limitation.  This limitation shall survive and apply even if any limited warranty or remedy hereunder is found to have failed of its essential purpose.

16.   TERM AND TERMINATION

This Agreement will commence (the Effective date) as specified  in Schedule 3.  The Agreement shall remain in force for the period specified in Schedule 3 (Primary Term). Thereafter the term of the Agreement renews automatically for an additional one (1) year periods unless Customer terminates the Agreement or services with six (6) months notice. Stratas may terminate this Agreement with six (6) months notice after one (1) year from acceptance.

16.1.   Either party may terminate this Agreement for cause immediately by written notice upon the occurrence of any of the following events: (ii) if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party; or (iii) if the other party breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing such breach.

16.2.  Any termination is without prejudice to the provisions of this Agreement, which are expressed to survive any such termination or which, by their nature, are intended to survive an expiration of this Agreement.

16.3   Any notice to be served must be in writing and served upon the recipient at its address set out in this Agreement. Notices must be sent by registered post and shall be deemed to have been delivered within two days of posting. 

17.   GOVERNING LAW, DISPUTE RESOLUTION

17.1.   This Agreement shall be governed English law, to the exclusion of the rules on the conflict of laws (“Private International Law”) that lead to the application of the laws of any other jurisdiction.

17.2.  The parties will negotiate in good faith with the aim of settling all disputes arising out of or in connection with this Agreement, or EULA or any breach thereof.

17.3.  If any dispute cannot be settled amicably through ordinary negotiations as is set out above, it shall be finally and exclusively settled by the English courts.

18.   FAIR USAGE POLICY

18.1.     Stratas provides a multi-tenancy service (unless otherwise stated in Schedule 1 – Products and Services), which means that our solutions are used concurrently by a number of subscribers.  If a single customer places very high demand on the service then it is possible this will affect the experience of other users.  The Fair Usage Policy is designed to ensure equitable usage of our solutions and services, protecting our operational integrity and service quality for all customers.

18.2.    Standard Usage for invoice processing: Each Document is expected to average no more than 2 pages. This accommodates typical variance while aligning with our business model.

18.3.    Excessive Usage: Processing Documents with an average page count significantly above the standard usage limit may be considered excessive and an abuse of the service.

18.4.    Monitoring: We continuously monitor usage patterns to ensure compliance with this Policy. If a customer’s average page count per Document significantly exceeds 2 pages, we will notify the customer and discuss potential adjustments to their usage or billing arrangements.

18.5.    Notification and Resolution: If excessive usage is detected we will notify the customer in writing, providing details of the observed usage patterns.  The customer will have 30 days to address the issue and adjust their usage to comply with this Policy.

18.6.    Remediation: If the customer fails to adjust their usage within the specified period, we reserve the right to:

18.6.1.   Adjust the billing to reflect the higher page count.

18.6.2.  Impose additional charges to cover the increased costs incurred due to excessive usage.

18.6.3.  Terminate the customer’s access to our services in case of continued non-compliance.

18.7.    Billing Adjustments

18.7.1.   Per-Page Billing: In cases where the average page count per Document consistently exceeds the standard usage limit, we may switch the billing model for the affected customer to a per-page processed basis, ensuring alignment with the costs incurred.

18.7.2.  Notification of Changes: Any adjustments to billing will be communicated in advance, and the customer will have the opportunity to discuss and agree upon the changes.

18.8.    Customers are responsible for ensuring that their usage of our services complies with this Policy. Customers must cooperate with our monitoring and enforcement efforts, providing necessary information and making required adjustments in a timely manner.

19.   AMENDMENTS

19.1.   We reserve the right to amend this agreement as necessary to reflect changes in our services or business model. Any amendments will be communicated to customers in writing, and continued use of our services will constitute acceptance of the amended Policy.

20.  ANNEXES; ENTIRE AGREEMENT

20.1.  Together with the Annexes, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, undertakings, and other representations and communications between the Parties.

20.2. The grant of licences specified in this agreement, software assurance and the maintenance & support services shall be subject to the terms and conditions of this Agreement and specific product License Agreement(s) (“EULA”) attached within the Annexes.