Terms of Service

SOFTWARE AS A SERVICE (SaaS) AGREEMENT

This software as a service (SaaS) agreement (“Agreement”) is made by and between Lroy, a Dutch Legal entity established and governed by Dutch Law (“Supplier”) and the legal entity identified as “Customer” by the web link https://GA Manager.com/explorer/register/ (“Customer”). Customer and Supplier hereinafter to be referred as each a “Party” and jointly as the “Parties”. This Agreement shall be effective as ofthe Effective Date indicated by the web link https://GA Manager.com/explorer/register/. Where capitalized in this Agreement, capitalized terms shall have the meanings as set forth within the body of the Agreement (including its Annex(es) or as set forth in article 1 below, by the web link https://GA Manager.com/explorer/register/ indivisible part of this Agreement.

  1. DEFINITIONS.

    Affiliate” shall mean any entity controlled by, controlling, or under common control with a Party hereto.  For this purpose, the term “control” shall mean the direct or indirect ownership of more than 50% of the voting stock or other ownership interests of that entity.

    Customer Data” means any data submitted by or for the Customer to GA ManagerSaaS Services and all results from processing such data, including reply data, compilations and derivative works thereof.

    Devices” means specific mobile phones, smart phones, PC’s, Laptops, tablets, kiosk devices and other devices that process data related to GA ManagerSaaS Services.

    Documentation” means the documentation of GA ManagerSaaS Services accessibleon the website of Supplier,as updated or amended from time to time, including without limitation the description of the GA Manager SaaS Services and the user guides as provided with the GA ManagerSaaS Services.

    Order Form” means the ordering document by the web link https://GA Manager.com/explorer/register/ specifying the GA ManagerSaaS Services to be provided hereunder that is entered into between Customer and Supplier or any of its Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

    GA Manager SaaS Services” means the software as a services and related products and support services thereto that are ordered by Customer under an Order Form and provided by Supplier and/or its licensors as more specifically defined and set forth in this Agreement, including associated offline components, as described in the Documentation. 

    Named User” means a unique identifiable person that is authorized to access and consume the GA ManagerSaaS Services.

  2. GA MANAGER SAAS SERVICES.FREE TRIAL TO ADDITIONAL FUNCTIONALITY OR BETA FUNCTIONALITY.

    1. Supplier grants Customer the right to access and use the most current available GA Manager SaaS Services pursuant to this Agreement, the Documentation and the applicable Order Form for the duration of the Subscription Period, unless otherwise agreed in Order Form(s). Customer’s access and use of the GA Manager SaaS Services is subject to compliance by Customer withthe terms and conditions of this Agreement and granted from the country in which Customer has its principal office (“Territory”) for Customer’s own internal use and benefit, in its normal course of business, and for the number and type of authorized Named Users and/or Devices agreed and paid for in accordance with the Order Form(s).

    2. If agreed upon in Order Form(s), the foregoing grant of rights applies to Affiliates of Customer as well provided that one (1) database instance is used and that Customer is responsible for compliance ofits Affiliates with this Agreements and any breach thereof by an Affiliate shall constitute a breach of this Agreement by Customer. Orders for such use and access for the benefit of an Affiliate of Customer shall be provided through Customer and Customer shall pay Supplier the related fee due.

    3. Suppliermay make available to Customer a trial to (i)additional functionality and/or(ii) beta functionality in addition to already purchased functionality of the GA Manager SaaS Services in a separate environment free of charge for a duration ending the earlier of (a) the end of the free trial period agreed in a specific Order Form or (b) thirty (30) days after access to the additional or beta functionality of the GA ManagerSaaS Services. Additional trial terms and conditions may appear in the Order Form or upon access to the additional or beta functionality of the GA ManagerSaaS Services. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Notwithstanding anything to the contrary in this Agreement, during the free trial the additional functionality and beta functionalityis provided “as-is” without any warranty and liability.Beta functionality will be clearly designated as beta, pilot,
      limited release, developer preview, non-production, evaluation or by a description of similar import. Beta functionality are for evaluation purposes and not for production use, are not considered “GA ManagerSaaS Services” under this Agreement, are not supported, and may be subject to additional terms.Supplier may discontinue beta functionality at any time in its sole discretion and may never make them generally available. Supplier will have no liability for any harm or damage arising out of or in connection with any beta functionality.

    4. Supplier expressly reserves all rights in its GA ManagerSaaS Services. It is acknowledged that all right, title and interest and all intellectual property rights inherent therein and/or related thereto are and will remain with Supplier (or third party supplier(s) or licensor(s), if applicable) and that the GA ManagerSaaS Services are provided to Customer on a “Software as a Service” basis only and not sold to Customer. Supplier does not grant to Customer any rights in and to the GA ManagerSaaS Services used by Supplierin the performance of the GA ManagerSaaS Services other than expressly set forth herein.

    5. Customer grants Supplier and its Affiliates a limited-term license to host, copy, transmit and display Customer Data as necessary for Supplier to provide the GA Manager SaaS Services in accordance with this Agreement.  Subject to the limited licenses granted herein, Supplier acquires no right, title or interest from Customer under this Agreement in or to any Customer Data. Customer grantsLroyand its Affiliates a perpetual, irrevocable, royalty-free license to use and incorporate into the GA ManagerSaaS Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Named Users relating to the operation of the GA ManagerSaaS Services.

      FEES AND PAYMENTS.

    6. Customer shall pay Supplier the fees in the amounts specified in the Order Form(s) and 1) direct by credit card and/or 2) direct by Pay Pall © (the “Fees”). Unless otherwise agreed in an Order Form, (i) fees are based on GA ManagerSaaS Services purchased and not actual usage and (ii) payment obligations are non-cancelable and fees paid are non-refundable.Fees for the GA ManagerSaaS Services are due in full as of the commencement of the Initial Subscription Period and if applicable each Extended Subscription Period, unless otherwise agreed.

    7. Supplier may invoice Customer by emailing an invoice in a digital format (i.e. PDF) to the email address as designated by Customer in writing. Customer shall notify Supplier in writing of and prior to any change of such designated email address. Fees shall be paid within thirty (30) days from the invoice date, unless otherwise agreed. All Fees are (a) quoted and payable in local currency and exclusive of sales tax, value added tax (VAT), other government levies and out-of pocket-expenses and (b) non-refundable, may not be applied to any other period, may not be credited because of none or partial use and may not be credited towards fees or other charges due under a different agreement with Supplier. Any payment not received from Customer by the due date or thereafter shall accrue interest, at the applicable statutory interest ratefrom the date such payment is due until the date paid. Customer shall also pay all sums incurred (including legal fees) in
      collecting overdue payments, which is set at a minimum of 1,5% per month of the total amount due.

    8. Supplier may charge Customer additional amounts in the event that the file storage provided in respect of the levels as agreed, is regularly exceeded. Supplier may amend the Fees once per calendar year with a percentage equal to the increase of a price index as published by the Dutch Central Bureau of Statistics (CBS)(or any subsequent or successor index thereof), provided that Supplier shall notify the Customer in writing one (1) month in advance.

  3. CUSTOMER DATA. Customer owns all Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. Customer is responsible that Customer Data is in a proper format, as specified by the Documentation. Customer represents and warrants that it owns or has all rights to use the Customer Data with the GA ManagerSaaS Services, and to authorize Supplier to process Customer Data as contemplated herein, and that such use will not infringe or misappropriate any third party rights or laws. Supplier will apply industry best practices in relation to the processing of the Customer Data in conjunction with the GA ManagerSaaS Services. Supplier assumes no responsibility, and shall have no liability, for the deletion, correction, destruction, loss, infringement or failure of any Customer Data as a result of Customer’s actions. Supplier reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that Customer may store, post or transmit on or through the GA ManagerSaaS Services. Supplier and its licensors may take technical measures to protect the GA Manager SaaS Services and may access Customer’s account and Customer Data from time to time as Supplier reasonably deems necessary or appropriate for purposes of performing under this Agreement, including, without limitation, providing support and maintenance services, performing account administration, generating invoices with respect to Customer’s use of the GA ManagerSaaS Services and verifying Customer’s compliance with this Agreement. Supplier may implement industry standard security precautions intended to prevent unauthorized access to Customer Data. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the GA ManagerSaaS Services. Accordingly, Supplier cannot and does not guaranty the privacy, security, integrity or authenticity of any information so transmitted over or stored in any system connected to the internet or that any such security precautions will be adequate or sufficient.

  4. CUSTOMER’S DUTIES AND OBLIGATIONS.

    1. Supplier will provide Customer with the tools (for example user names and passwords) to access the GA ManagerSaaS Services and any access to the GA ManagerSaaS Services through such provided tools will be deemed access to the GA ManagerSaaS Services by Customer. Customer shall use reasonable endeavours to prevent any unauthorized access to, or use of, the GA ManagerSaaS Services and notify Supplier promptly of any such unauthorized access or use. Additional amounts may be charged for exceeding the disk space and/or network bandwidth allowance. Customer may not resell space within its account. Each account is for the sole use of Customer. Evidence that space is being resold may be reason for termination of the execution of the GA ManagerSaaS Services.

    2. Customer shall be responsible for its use of the GA ManagerSaaS Services and the manner in which the results are obtained through its use of theGA Manager SaaS Services. Customer shall also be responsible for training given to and use by Named Users. Customer shall be responsible for the Named Users compliance with this Agreement, for the accuracy, quality, integrity and legality of Customer Data, and any transfer of data.

    3. Customer shall not (i) use the GA ManagerSaaS Services to store data, to store or transmit infringing, libellous or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights; (ii) use the GA ManagerSaaS Services to store or transmit any malicious code such as but not limited to cancelbots, back doors, easter eggs, time bombs, trap doors, trojan horses viruses, worms, files, scripts, agents or programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (“Malicious Code”); (iii) intentionally interfere with or disrupt the integrity or performance of the GA ManagerSaaS Services or third party data contained therein, and shall make reasonable efforts to ensure that no other software, data or equipment having an adverse impact on GA ManagerSaaS Services has been introduced in its backend systems; or (iv) attempt to gain unauthorized access to the GA ManagerSaaS Services or to related systems or networks operated by Supplier.  Supplier may log all information which Supplier deems needed to calculate the Fees and other charges due.

  5. PERFORMANCE OF THE GA MANAGER SAAS SERVICES

    1. During the Subscription Period Supplier will make commercially reasonable efforts to ensure that (a) the GA ManagerSaaS Services will operate substantially in accordance with this Agreement, the Order Form(s) and the Documentation and that; (b) the GA Manager SaaS Services will be free from defects and any Malicious Code; provided, that (i) Customer has implemented and used the GA ManagerSaaS Services in accordance with all instructions supplied by Supplier; (ii) Customer notifies Supplier in writing of any defect within five (5) working days after the appearance thereof; (iii) Customer has, if applicable and/or if requested by Supplier, installed all updates, new versions, and new releases made available by Supplier with respect to the GA ManagerSaaS Services, and all updates recommended by Supplier with respect to any third party software products that may materially affect the performance of the GA ManagerSaaS Services on the Devices used;
      (iv) Customer has maintained all associated equipment, software and environmental conditions in accordance with applicable specifications and industry standards; (v) Customer has not introduced other equipment or software creating an adverse impact on the GA ManagerSaaS Services; (vi) Customer has paid all Fees due hereunder and is not in default of any provision of the Agreement; (vii) any legacy software with respect to which the GA ManagerSaaS Services is to operate contains clearly defined interfaces and correct integration code, and (viii) Customer has made no changes (nor permitted any changes to be made other than by or with the express approval of Supplier) to the GA ManagerSaaS Services delivered by Supplier.

    2. In relation to the personal data which is defined as personal data under the relevant laws relating to data protection, trans border data flow and data privacy in the Territory (collectively “Privacy Laws”) (i) Customer shall at all times act as and maintain the role of the owner and/or controller of such data, and (ii) Supplier shall at all times act as and maintain the role of the processor, and shall only process such personal data as instructed in writing by Customer and in accordance with the terms of this Agreement.  Nothing in the Agreement shall restrict or limit in any way Customer’s rights or obligations as owner and/or controller of the personal data or be deemed as an assignment of such rights and obligations to Supplier; nor shall anything in the Agreement restrict or limit in any way Suppliers rights or obligations as data processor or its obligations to comply with all of
      Customer’s instructions as to the processing of personal data. For purposes of the relevant Privacy Laws, this Agreement (including its Annex(es)) are the written agreements relating to the processing of personal data by Supplier. The Agreement (including its Annex(es)) constitutes the written instructions by Customer as of the applicable effective date for Suppliers transfer of the personal data. Such instructions may be modified and/or supplemented from time to time by written agreement of Customer and Supplier.

    3. Customer and Supplier as controller and processor, respectively, of any personal data shall duly observe all of their respective obligations under the relevant Privacy Laws. Customer and Supplier shall make or obtain and maintain throughout the Subscription Period all necessary registrations or filings and notifications which Customer or Supplier, as the case may be, is obliged to obtain and maintain pursuant to the relevant Privacy Laws in respect of the services or other activities contemplated to be undertaken under or in connection with this Agreement. Supplier will, during the Subscription Period, as part of the services, comply with Customer’s written instructions regarding the transfer of personal data and, in so transferring the personal data, engage in activities and operations and maintain safeguarding and confidentiality measures (collectively the “Actions”) which comply with Privacy Laws.

    4. The requirements by either Customer or Supplier relating to any changes of the written processing instructions or the Actions shall be subject to the change control procedures to be agreed between the Parties. If such a change requirement is generated by a modification in the Privacy Laws and is required for ongoing compliance with such Privacy Laws, then Customer will have the right to require the implementation of the requested change even if the change control procedures have not yet been followed through to completion. In such event, Customer agrees to pay the reasonable fees charged by Supplier in consideration for the change.

  6. SUBSCRIPTION PERIOD AND TERMINATION.

    1. Unless otherwise agreed in the initial Order Form, this Agreement shall commence on the Effective Date and, unless terminated sooner in accordance with the terms of this Agreement, shall continue for an initial term of one (1) month, which start not earlier before Supplier has received full payment by 1) credit card or 2) Pay Pall ©(the “Initial Subscription Period”) and thereafter, the term of this Agreement shall be automatically extended for successive periods of one (1) month (each an “Extended Subscription Period”), unless either Party notifies in writing the other Party of its intention to terminate this Agreement at least thirty (30) days before the end of the Initial Subscription Period or any Extended Subscription Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Extended Subscription Period (all together the “Subscription Period”).

    2. Breach and Insolvency. Either Party may terminate this Agreement by written notice (a) immediately upon material breach by the other Party if such breach cannot be remedied, or (b) if the other Party fails to cure any material remediable breach within thirty (30) days of receipt of written notice. Supplier may terminate this Agreement immediately if any of the following events occur affecting Customer:  (a) voluntary bankruptcy or application for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy not discharged within sixty (60) days; (c) appointment of receiver or trustee in bankruptcy for all or a portion of Customer’s assets; or (d) an assignment for the benefit of creditors.

    3. Failure to Pay/Customer Conduct. Supplier  may suspend Customer’s access to the GA ManagerSaaS Services, at its sole option, with prior notice to Customer if: (a) any payment is delinquent by more than five (5) days, or (b) Customer materially breaches any provision of this Agreement, such suspension to continue until such payment is made or breach cured, or c) if the bank and/or credit card company reverse payment.

    4. Effect of Termination. Supplier shall not be liable to Customer or any third party for termination of this Agreement in accordance with its terms or any suspension of Customer’s access to, and/or right to use, the GA Manager SaaS Services under this Agreement in accordance herewith. If this Agreement is terminated for any reason or no reason, Customer will remain obligated to pay all Fees incurred prior to termination. Upon the effective date of termination of this Agreement for any reason, whether by Customer or Supplier, Customer shall cease any use whatsoever of the GA ManagerSaaS Services and all other information and materials provided by Supplier to Customer under this Agreement. The definitions and the rights, duties and obligations of the Parties that by their nature continue and survive shall survive any termination of this Agreement for any reason. Supplier shall make available to Customer a copy of Customer Data in Suppliers format upon request by Customer within two (2) months after termination of the Agreement. If and when Supplier has not received such request within said period, then Supplier is entitled to destroy or otherwise dispose of any Customer Data.

  7. CONFIDENTIALITY. Each Party agrees that all business, technical, financial and other information that it obtains from the other is the confidential property of the disclosing Party (“Confidential Information” of the disclosing Party). Except as expressly and unambiguously allowed herein, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party and shall similarly bind its employees in writing. Each Party may disclose Confidential Information of the other to the receiving Party’s parent company and affiliates, provided that employees receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination of this Agreement or upon request of the disclosing Party, the receiving Party will return to the disclosing Party or destroy (and certify in writing such destruction) all Confidential Information of such disclosing Party, all documents and media containing such Confidential Information and any and all copies or extracts thereof. The receiving Party shall not be obligated under this article with respect to information the receiving Party can document: (a) is or has become readily publicly available without restriction through no fault of the receiving Party or its employees or agents; or (b) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (c) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (d) was independently developed by employees or consultants of the receiving Party without access to such Confidential Information; or (e) is required to be disclosed by law or order of court of competent jurisdiction. Notwithstanding the foregoing, Customer provides the right to Supplier and its affiliates to use Customer’s logo, name and reference, in marketing collateral, including but not limited to websites.

  8. WARRANTY.

    1. Supplier warrants that the GA ManagerSaaS Services will operate during the Subscription Period as provided in article 6.1.

    2. Except to as provided in article 9.1 above and to the maximum extent permitted by law, Supplier expressly disclaims any warranties or conditions of any kind, including, without limitation, any (implied) warranty or condition of quality, performance, merchantability, fitness for a particular purpose or non-infringement. Supplier does not warrant that the GA ManagerSaaSServices, Consultancy Services or Training Services meet requirements other as warranted hereunder or that the provision of the GA ManagerSaaSServices will be uninterrupted or that the GA ManagerSaaSServices will be error-free. Further, Supplier does not warrant that all errors in the GA ManagerSaaSServices are correctable or will be corrected.

  9. INDEMNIFICATION.

    1. Subject to Customer’s performance of its obligations under this Agreement, Supplier shall at its sole option defend or settle at its expense any claim or suit against Customer arising out of or in connection with an assertion that the GA ManagerSaaS Services infringes any copyrights in the country where the GA Manager SaaS Services is operated and Supplier shall indemnify and hold harmless Customer from damages, costs, and attorneys’ fees, if any, finally awarded in such suit or the amount of the settlement thereof; provided that (a) Supplier is promptly notified in writing of such claim or suit, (b) Supplier shall have the sole control of the defence and/or settlement thereof, and (c) Customer furnishes to Supplier, on request, all relevant information available to Customer and reasonable cooperation for such defence. The foregoing in this provision shall be the sole obligation of Supplier and the exclusive remedy of Customer with respect to any alleged infringement by the GA ManagerSaaS Services of any third party’s intellectual property rights. Supplier shall have no obligation under this provision if and to the extent that such claim or suit arises from: (i) compliance by Supplier with Customer’s specifications, (ii) modification of the GA ManagerSaaS Services other than by Supplier, (iii) the combination of the GA ManagerSaaS Services with products or services other than those supplied by Supplier, (iv) Customer continuing any use of the GA Manager SaaS Services after being notified of any allegedly infringing activity or after being informed of or provided with modifications that would have avoided the alleged infringement, or (v) Customer’s use of the GA ManagerSaaS Services that is not strictly in accordance with the rights granted under this Agreement.

    2. Except to the extent that Supplier is obligated to indemnify Customer pursuant to article 10.1 above, Customer shall indemnify and hold harmless Supplier and its affiliates from and against any and all liability of Supplier to a third party and all costs incurred by Supplier in defending against or settling any claim by a third party which arise from any cause or event which is attributable to (a) any use of the GA ManagerSaaS Services or Customer Data by Customer or any third party that uses the GA ManagerSaaS Services and/or any information derived there from as a result of the rights granted to Customer hereunder, or (b) Customer’s failure to perform or comply with any term of this Agreement.

  10. LIMITATION OF LIABILITY.

    1. Notwithstanding anything to the foregoing and to the maximum extent permitted by law, the liability of both Parties shall be limited to direct damages only, thus excluding liability for any other damages such as incidental, consequential, special or punitive damages, whether in tort or in contract, including lost profits, lost savings, reduced goodwill, damage caused by interruption of business operations, lost or damaged data, or other incidental or consequential damages, even if a party has been notified of the possibility of such damage. Notwithstanding the foregoing and to the extent permitted by applicable law, except for death or personal injury caused by negligence of Supplier and for fraud, Suppliers aggregate liability and indemnification with respect to any matters whatsoever arising under or in connection with this Agreement shall not exceed an amount equivalent to the Fees paid to Supplier in the prior one (1) monthimmediately preceding the relevant matter. Customer understands that Supplier is not responsible for and will have no liability for hardware, software or other items or any services provided by any persons other than Supplier.

    2. Supplier liability on account of attributable breach in performance of the Agreement arises only if Supplier is given immediate and proper written notice of default by Customer, with a reasonable term to remedy the breach and Supplier is still in breach of its obligations after that term. The notice of default should contain an as detailed as possible description of the breach so that Supplier could respond adequately. Any claim for compensation against Supplier will lapse six months from the time at the issue giving rise to the claim arose.

  11. GENERAL.

    1. Complete Agreement. This Agreement, including its Annex(es), executed by the Parties is the entire agreement between the Parties regarding the subject matter hereof. It supersedes all prior oral or written communications, representations, undertakings and agreements of the Parties relating thereto and prevails over any conflicting or additional terms of any quote, acknowledgement or similar communication between the Parties. Unless Parties agree differently in writing, Customer agrees for now and then that current and future orders regarding the GA ManagerSaaS Services placed through other means than anOrder Form are also subject to the terms of this Agreement, even if such other order form would reference terms and conditions of Customer, or even if Supplier would actually deliver the deliverables ordered through such other order form. In all cases, Parties agree that purchasing terms of Customer are not applicable to such current and future orders or deliveries. This Agreement may be modified or amended only by a written instrument duly executed by the Parties. This Agreement and any related Order Form may be executed as attachment (in a standard readable format, such as .pdf or .jpg file) to email, and in counterparts, each of which shall constitute an original, and which taken together shall constitute the same agreement. The rights and obligations of each Party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other Party. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties hereto. Supplier hereby reserves the right to modify the products and services and related terms agreed upon or deviate from them on the basis of technical reasons only, provided that the products and/or the services will meet all service level agreed upon.

    2. Waiver and Severability. No waiver will be deemed effective unless set forth in writing and signed by the Party charged with such waiver, and no waiver of any right arising from any breach will be deemed to be a waiver or authorization of any other breach or of any other right arising under this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein. The Parties agree to substitute for such provision a valid provision that most closely approximates the intent of such severed provision.

    3. Governing Law. This Agreement shall be construed, enforced and governed by the substantive laws of the Netherlands, without giving effect to conflict provisions and/or mediation. The applicable Court of The Hague, the Netherlands, is at all times exclusively competent to hear and decide on all disputes between Supplier and its Customers, on the understanding that Supplier remains authorized to institute legal proceedings against Customer before a court that without the above choice of forum would have had jurisdiction to decide on disputes between Customer and Supplier. The Parties agree that the United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement.

    4. Notices. All notices under this Agreement must be in writing and delivered by hand or nationally recognized overnight courier addressed if to Supplierand if to Customer at the Supplier address and the Customer address, respectively, set forth on the first page, or at such other address as either Party shall have furnished to the other in writing. Such notices shall be effective (a) if sent by overnight courier, two (2) working days after mailing, and (b) if sent otherwise, upon receipt.

    5. Force Majeure. Neither Party shall be liable for non-performance or delay caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions or causes beyond its reasonable control, together: “Force Majeure”. Force Majeure also includes force majeure on the part of Supplier third party suppliers, inadequate compliance by third party suppliers (including licensors of Supplier) with obligations, as well as defective goods, materials, software of third parties that Supplier uses or is required to use by Customer.

    6. Independent Contractor.This Agreement is between Supplier and Customer. No third party beneficiaries are intended. In connection with this Agreement each Party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose.

    7. Subcontractors and Third-Party Products. Supplier reserves the right to use third parties (e.g. subcontractors) for the providing of any product or service to be provided under this Agreement, and Customer hereby consents to such use and if applicable any (additional) terms and conditions imposed by any of such third parties.

Annex A
Service Level Agreement

This Service Level Agreement of the GA ManagerSaaS Servicesdescribes the maintenance and support services as provided from Supplier to Customer (the “SLA”):

  1. During an Initial Subscription Period and/or an Extended Subscription Period, Customer may report any request, provided with a clear description of the symptoms in English, an urgency description as below (together “Incident”) by email (support@GA Manager.com), or c) by the website of the GA ManagerSaaS Services (www.GA Manager.com).
  2. This SLA is provided under a best effort base and Supplier provide no other warranties to Customer unless explicitly stated in this SLA.
  3. Supplier provides this SLA only based on the most current and accepted platform software as defined on this link: https://ga-manager.com/platform-support/, all other platform software is excluded from this SLA.
  4. This SLA does not apply in cases of 1) Force Majeure, 2) Attributable breach of the terms and conditions of the Agreement by Customer, and 3) Supplier is not obligated to send a prior notice of default and is entitled to suspend this SLA at any moment. 
  5. If a situation as stipulated in clause 1.4.1 up to and including clause 1.4.3 may occur Supplier shall not reimburse any paid amounts to Customer.

Tabel I

Urgency Remark Fulfils all criteria below: Response time Start Diagnosis
STANDSTILL The highest degree of urgency; only assigned in very exceptional circumstances; GA- Manager SaaS Services is seriously disrupted, with several functionality down 48 hours* asap after Response
There is loss of functionality, rendering the Customer incapable of fulfilling important business commitments in the short term
Supplier is unable to offer a workaround (or partial workaround) to get round the problem completely or partially within 1 working day
URGENT   GA Manager SaaS Services is disrupted at a level to cause inconvenience 3 workdays* asap after Response
There is partial loss of functionality but the customer is still able to fulfil its own business commitments in important areas, and/or Supplier is able to offer a workaround (or partial workaround) to get round the problem completely or partially within 3 working days
MINOR All Incidents that do not qualify as Standstill or Urgent   6 workdays* asap after Response
Tabel II GA ManagerSaaS Services
Activity Supported Not Supported
Support to resolve incidents x  
Corrective maintenance x  
Supply of updates x  
Preventive maintenance x  
Analysis and correction of program errors x  
Database management (Updates, restore & recovery)   x
Control of backups and tape handling   x
Control of system logs   x
Control of operating system   x
Performance monitoring and tuning   x
Authorization and user management   x
Management of clients   x
Management of online and other documentation   x
Documentation system management   x
Performing updates   x
Implementation new functionalities   x
Customer Software   x
Technical infrastructure support and advice   x