DRAFT ATTACHMATE SOFTWARE MAINTENANCE AND SUPPORT SERVICES AGREEMENT
between
SOUTH AFRICAN REVENUE SERVICE
[Customer]
and
[XXX]
[Service Provider Name]
TABLE OF CONTENTS
Confidential TERMS AND CONDITIONS 2
This agreement does not constitute a final agreement between the parties. SARS reserves the right to amend same, at its own discretion, at any point prior to signature hereof.] 2
This agreement, effective as of __ (XXXX 20XX)_ ("Effective Date"), is entered into by and between the South African Revenue Service, an organ of state established in terms of the South African Revenue Service Act, 1997 (act no 34 of 1997) with its registered address located at its Pretoria head office, 299 Bronkhorst street, Nieuw Muckleneuk, 0181, the republic of South Africa ("SARS") and ____________________ [Service Provider's Company name] (Proprietary) Limited, (registration no. ____________), a company incorporated under the laws of the ____________________ with its registered address located at ______________________, the ( ___________________) ("Service Provider"). 2
1INTERPRETATION 2
2Introduction 2
2.1The Customer requires the specialist expertise and knowledge of the Service Provider to perform the Services. The Service Provider represents that it has the necessary expertise, skill, know-how, qualifications and ability to undertake the work required in terms of the Services. 2
2.2The Customer hereby appoints the Service Provider, and the Service Provider hereby accepts such appointment, to perform the Services for the Customer, upon the terms and conditions contained herein. 2
3COMMENCEMENT and Duration 2
4Agreement Structure 2
4.3Proposals by the Service Provider 2
4.4Order of precedence 2
5Software Procurement Services 2
6Maintenance and support services 2
6.2Support Services: 2
6.3Training Services 2
7Other services 2
8delivery 2
8.1In the case of Software licenses procured by the Customer under this Agreement and generally in respect of all Upgrades and New Releases, the risk in and to the Software will only pass to the Customer upon delivery as evidenced by the Customer's signature to the Service Provider's delivery note. For the avoidance of doubt, the Service Provider will bear all liability for any Deficiencies, including any latent or patent defects, identified by the Customer. 2
9ESCALATION procedureS 2
10Service Compatibility 2
11testing 2
12subcontractors 2
13Health, safety and security procedures and guidelines 2
13.2The Service Provider hereby agrees and undertakes, in terms of section 37(2) of the Occupational Health and Safety Act, 1993, to ensure that the Service Provider and the Service Provider's Staff comply with the aforesaid Act and accept sole responsibility for all health and safety matters relating to the provision of the Services, or in connection with or arising out of such Services, for the duration of this Agreement, including with regard to the Service Provider Staff and ensuring that neither the Customer's Staff nor any Third Party service providers Staff's health and safety is endangered in any way by the Service Provider's activities or conduct in providing the Services. 2
14FEES and PAYMENT 2
15Intellectual Property Rights 2
16Alignment in licence quantities (True-up) 2
17DATA PROTECTION AND Confidentiality 2
17DATA PROTECTION AND Confidentiality 2
18audits 2
18.1The Service Provider will allow the Customer, its auditors (including internal audit Staff and external auditors) and inspectors as the Customer may from time to time designate in writing, access at all reasonable times to any facility or part of a facility at which either the Service Provider or any of its subcontractors is providing the Services, to the Service Provider's Staff, and its facilities, data and records relating to the Services for the purpose of performing audits and inspections of either the Service Provider or any of its subcontractors to (i) verify the accuracy of the Service Provider's charges and invoices; (ii) verify the integrity of the Customer's Data; (iii) examine the Service Provider's performance of the Services; and (iv) verify compliance with this Agreement. 2
18.2The Service Provider will provide to the Customer's auditors and inspectors such assistance and co-operation as they may reasonably require. The Customer will procure that any such audit will not unreasonably disrupt the Service Provider's business operations and will comply with the Service Provider's reasonable security or confidentiality requirements. 2
18.3The Service Provider will maintain a complete audit trail of all financial and non-financial transactions resulting from the Agreement as is reasonably necessary to give effect to the provisions of this clause 18. The Service Provider will maintain and provide the Customer access upon request to the records, documents and other information that make up such audit trail until the later of: (i) 5 (five) years after termination of the Agreement; (ii) all pending matters relating to the Agreement (e.g. disputes) are closed; or (iii) such other period as is required by applicable law in relation to those records, documents or other information. 2
18.4The provisions of this clause 18 will apply to the Service Provider’s subcontractors and the Service Provider will, prior to subcontracting any Services, procure the subcontractor’s acceptance thereof. 2
19Warranties 2
20broad based black economic empowerment 2
21RISK OF LOSS 2
22Indemnities 2
23PUBLICITY 2
24CO-OPERATION 2
25Limitation of Liability 2
26TERMINATION 2
27TERMINATION for CONVENIENCE 2
28Effect of TERMINATION 2
29termination/expiration assistance 2
30DISPUTES 2
31Force Majeure 2
32Non-Exclusivity 2
33NOTICES AND DOMICILIA 2
34GENERAL 2
34.8BENEFIT OF THE AGREEMENT 2
34.10APPLICABLE LAW AND JURISDICTION 2
34.13COSTS 2
34.15SIGNATURE 2
ANNEXE "A" – Software Schedule 2
ANNEXE "B" – Charges Schedule 2
1General 2
35invoicing requirements and payment 2
2TAX, duties and currency issues 2
36Adjustment in charges 2
37Disputed Charges and Invoicing Errors 2
38Ongoing Services 2
39charges on a time and materials basis 2
40New Services 2
41Termination/expiration Assistance 2
43Extraordinary events 2
44Termination Charges 2
45cessation upon partial termination or reduction in requirements 2
46Service level Credits 2
ANNEXE "C" – Attachmate Software Maintenance and Support Services Schedule 2
Appendix B-1: Service Pricing Tables 2
Appendix B-2: Personnel Rates and Skill Classifications 2
1SIngle point of Contact 2
2Contact Logging System Integration 2
3Resources 2
4Hours of Service 2
5Incident Management SERVICES 2
6Problem management SERVICES 2
98Consulting services 2
99Maintenance and Support services 2
100Support 2
101Other Services 2
102Training 2
103Categorisation of Priorities 2
130Escalation 2
ANNEXE "D" – Service Levels 2
1General 2
186Service Levels 2
187Changes in Service Levels 2
188Status of Service Level Credits 2
189performance against Service Levels 2
190Actions on Failures 2
191Reporting 2
192Entitlement to Service Level Credits 2
193Calculation of Service Level Credits 2
195Excused Performance 2
Appendix D-1: Service Levels and Service Level Credits 2
1General 2
2Manufacturer Notification Service Level 2
3Contact REsponse Service Level 2
4Onsite Presence Service Level 2
5TIme to resolve Incidents Service Level 2
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