MIRROR ERPM Enterprise Resource Planning and Management Software STANDARD SERVICE LEVEL AGREEMENT PARTIES The parties to this agreement are: Mirror Business Solutions (PTY) LTD Registration No: 2000/019778/07 (hereafter referred to as Mirror ) and The Company or Individual making use of any component of the Mirror ERPM business software product range. (hereafter referred to as the Client ) 1
1. INTRODUCTION This agreement defines the level of services offered by Mirror to Clients utilizing Mirror s software and services, as well as the costs of such software and services. The Client has the option of using the software under a closed source or open source agreement, and also if Mirror Internet Data Hosting and Back-Up Services are used. The services offered by Mirror and the costs depend on these options. Services offered to Clients who are directly contracted to Mirror, are different from the services offered to Clients licensing the software through an accredited Mirror Certified Service Provider (CSP). CSPs and Clients may negotiate their own service level agreements, provided that such agreements are not in conflict with the provisions of this agreement and the agreement between Mirror and the CSP. The costs for services rendered to Clients who are directly contracted to Mirror, are based on the STANDARD PRICE LISTS, attached hereto as Annexures. 2. PROVISIONS OF THE STANDARD PRICE LISTS 2.1 The Client has two financing options: 1) Annual license/rental fees, or 2) Monthly license/rental fees = Annual license/rental fees divided by ten.. 2.2 Under the UNIFIED SOLUTION PRICE LIST, prices are derived on the number of employees in the company. 2.3 Under the COMPONENT-BASED PRICE LIST: For HR Solutions, prices are derived from the number of employees being administrated. For Accounting, prices are derived from the number of users having access to accounting functions. 2.4 The standard price lists are adjusted annually (1 July each year) in line with inflation. 2.5 License fees are payable in advance. 2.6 When the Client upgrades or downgrades licenses, credit is given for unused license fees. 2.7 Clients taking the open source option, need to acquire the Generic Source Code (GSC) at a cost equal to the Annual License Fees multiplied by 5(Five), after which the license fees are waived, and Mirror no longer has any support obligations towards the Client. 2.8 Clients taking the open source option, may however choose not to waive the license fees, in which case Mirror will continue to provide support and make latest releases of the GSC available to the Client. 2
3. DIRECTLY LICENSED, CLOSED SOURCE 3.1 The license fees include telephonic and e-mail support. However, support calls that escalate into training or data capturing issues, are charged at standard consulting rates. 3.2 Training, customization to the GSC, data take-on and on-site support services are not covered by the license fees, and are charged on a time and materials basis, at the prevailing consulting rates, as negotiated with the Client on a project-to-project basis. 3.3 Mirror is responsible for updating the GSC to provide for changes caused by statutory requirements applicable to the majority of the user base, such as new income tax tables or medical aid taxation laws. New software releases are published to the Internet. (www.mirrorsa.co.za). These services are covered by the license fees. 4. LICENSED THROUGH CSP, CLOSED SOURCE 4.1 Software licenses and all forms of support are provided by the CSP at a cost as negotiated between the Client and the CSP. 4.2 Should the Client not be satisfied with the level of service provided by the CSP, the Client may cancel his agreement with the current CSP and re-engage via another CSP or directly with Mirror. 4.3 The provisions of Clause 3.3 also apply to Clients licensed through CSPs, and by default such provisions form part of the agreement between the Client and the CSP. 5. DIRECTLY LICENSED, OPEN SOURCE 5.1 The Generic Source Code (GSC) may be acquired for the primary purpose of expanding or modifying it to cater for the unique requirements of the Client. 5.2 As Mirror has no control over the quality of the changes made by the Client to the GSC, Mirror has no obligation to support the customized GSC. 5.3 Referring to Clause 2.8, should the Client continue payment of the license fees, Mirror will make updates of the GSC available to the Client. Mirror will also advise the Client on the extent of the changes, and the Client will have the option of incorporating the changes in his customized source code or not. 5.4 The Open Source Option is not available via CSPs. If the Client first licenses his Mirror software via an CSP, and later opts for the Open Source Option, the agreement with the CSP voids and the client contracts directly with Mirror as per Section 5 Directly Licensed, OPEN SOURCE. 5.5 When the GSC is acquired, it is acquired at the price levels of the anticipated size of the company. Over time, should the actual usage within the company exceed 20% of 3
the initial/earlier licensed usage, an upgrade cost is payable, being the difference between the current GSC acquisition cost and the acquisition costs already paid. 5.6 The GSC provided to the Client remains the intellectual property of Mirror, but the source code developed by the Client becomes the intellectual property of the Client. However, the client may not sell or give its own source code or compiled programs to other parties unless such parties also acquire a Mirror open source license. 6. MIRROR INTERNET DATA HOSTING AND BACK-UP SERVICES VS OWN/3 rd PARTY HOSTING 6.1 Clients not making use of Mirror s Internet Data Hosting and Back-Up Services, are responsible for maintaining their own IT infrastructure and for making regular database back-ups. 6.2 For Clients making use of Mirror s Internet Data Hosting and Back-Up Services, data back-ups are made on a daily basis to an off-site location. Clients must however retain all physical source documents as to be able to re-capture lost data in the event of data loss or corruption. Mirror will retain back-ups for the past 30 days, as well as monthend dates prior to the last 30 days. 6.3 Given the public nature of the Internet and the regular introduction of new computer viruses, Mirror cannot guarantee the safety or availability of data. The level of security offered by Mirror is by default as per the security features provided by Microsoft on the Windows, SQL Server and.net platform. 6.4 Clients may host their data internally or at other Internet data service providers, in which case no hosting fees are payable to Mirror, and Mirror also has no obligation towards security, availability of data or data back-up services. 7. ARBITRATION 7.1 All disputes arising out of or in connection with the present agreement shall be finally settled under the rules of Arbitration of the South African Chamber of Commerce by one or more Arbitrators appointed in accordance with the said rules. 7.2 The place of arbitration shall be Pretoria and the arbitration shall be carried out in English language. 4
8. DOMICILIUM 8.1 The parties choose as domicilium citandi et executandi ( domicilium ) and for the delivery of all notices arising out of this agreement or its termination or cancellation, the addresses set out below: 8.1.1 Mirror Business Solutions (Pty) Ltd Second floor P.O. Box 25949 Fountain Square Monument Park 78 Kalkoen Street 0105 Monument Park Ext., Pretoria Republic of South Africa Telephone No: (012) 347-5595 Telefax No: (012) 347-9412 8.1.2 Physical Address of the client. 8.2 Either party shall be entitled from time to time by written notice to the other, to vary its domicilium to any other address, which is not a post office box or poste restante. 8.3 Any notice given and any payment made by any party to any other ( the addressee ) which; 8.3.1 is delivered by hand during normal business hours of the addressee at the addressee s domicilium shall be deemed, until the contrary is proved by the addressee, to have been received by the addresses at the time of delivery; 8.3.2 is posted by prepaid registered post from an address within, the Republic of South Africa to the addressee at the addressee s domicilium shall be deemed, until the contrary is proved by the addressee, to have been received on the seventh day after that date of posting; 8.3.3 is sent by telex or facsimile machine or by E-mail shall be deemed, until the contrary is proved by the addressee, to have been received within 2 (two) hours of transmission where it is transmitted during business hours of the receiving instrument and at noon on the following business day (excluding Saturdays, Sundays and public holidays) where it is transmitted outside such business hours. 8.4 No provision of this domicilium clause shall be taken as affecting the validity of any notice which is actually received by any party, whether at its domicilium or not and whether delivered in terms of the express provisions of this domicilium clause or not and any notice which is actually received by any party shall be deemed to be notice validly given. 5
9. GENERAL 9.1 No alteration of, variation of, or addition to this agreement shall be of any force or effect unless reduced to writing and signed by the parties or their duly authorised representatives. 9.2 This document contains the sole and entire record of the agreement between the parties. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein or otherwise created by operation of law. 9.3 No indulgence, leniency or extension of time which either party ( the grantor ) may grant or show to the other, shall in any was prejudice the grantor or preclude the grantor from exercising any of this rights in the future. 9.4 This agreement shall be governed by the South African Law. 10. INDEMNITY The parties record and acknowledge that the inappropriate use of the software may cause irreparable loss, harm and damage to the Client. The Client hereby indemnifies and holds Mirror harmless against any loss, action, expense, claim, harm or damage of whatever nature suffered or sustained. 11. STANDARD OF CARE The parties agree that they shall protect the information using the same standard of care that each party applies to safeguard its own proprietary, secret or confidential information and the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof. In the absence of any such safeguards and then each party shall employ those safeguards and that standard of care as is reasonable in the circumstances. 12. GOOD FAITH The parties agree that they enter into this agreement on the basis of trust and record that they will observe good faith in contracting and dealing with each other and implementing the provisions hereof. This implies, inter alia, that: 12.1 The parties will at all times during the duration of this agreement act reasonably and in good faith. 12.2 The parties will perform their obligations arising from this agreement diligently and with reasonable care. 6
13. SUCCESSORS This agreement shall be binding upon the parties hereto, their successors in title, administrators, executors and heirs. 14. WARRANTY OF AUTHORITY Each of the persons signing on behalf of the parties to this agreement warrants that each party has the full power, authority and legal right to execute, deliver and perform their obligations imposed on it in terms of this agreement and will be duly authorised by all the necessary action of the party concerned and its officers and officials and that any obligations arising from this agreement are valid and binding on the party concerned. Note: Usage of the software by the client denotes acceptance of this agreement without the need for actual signatures, as in the case with other software products where the user selects I Accept the Terms and Conditions before starting to use the software. SIGNED at on this the day of 200_ AS WITNESS: 1. 2. for Mirror Business Solutions SIGNED at on this the day of 200_ AS WITNESS: 1. 2. for Client 7