QPR SaaS Terms and Conditions

These QPR SaaS Terms and Conditions, together with the QPR General Terms and Conditions, shall apply to the delivery of the Software described in detail in the Purchase Order between QPR and the Customer, which are delivered to the Customer via information networks (“SaaS Services”) and the Support Services for such SaaS Services.

Any definition used in these QPR SaaS Terms and Conditions, but not defined herein, has the meaning set forth in the QPR General Terms and Conditions.

1. SaaS Services

1.1 QPR shall deliver the SaaS Services identified in the Purchase Order to the Customer substantially as set out in the Agreement. The SaaS Services shall contain the required hardware and software platform, including the server hardware, network connectivity from the server hardware to the internet, and backups of the data in the environment.

1.2 QPR constantly develops its service offering and reserves the right to make changes to the SaaS Services, at any time, provided that such change does not have a material adverse effect on the agreed functionality of the SaaS Services or the agreed service levels. QPR will inform the Customer of changes and where reasonably possible with fourteen (14) days prior notice before the change takes effect.

2. Use Rights

2.1 During the License Term and subject to the terms and conditions of the Agreement, QPR hereby grants to the Customer a non-exclusive and non-transferable license to use the SaaS Services solely for the Customer’s internal business operations.

2.2 The use of the SaaS Services is limited to the User Licenses or any other license metrics set out in the Purchase Order.

2.3 The Customer may not license, sublicense, rent, resell, lease, market, commercialize or otherwise assign, transfer, disclose or make available the SaaS Services in any form or manner to any person other than the Customer’s employees and third-party service providers without the written consent of QPR. The Customer’s third-party service providers shall not be permitted to use the SaaS Services for the benefit of any entities other than the Customer. The Customer shall itself monitor its use of the SaaS Services and report any use in excess of the agreed User Licenses to QPR. QPR may also monitor the use of the SaaS Services by the Customer to verify the Customer’s compliance with the Agreement and agreed User Licenses.

3. Support Services

3.1 QPR shall provide the Customer with Support Services during the License Term substantially as set out in the Agreement. The Support Services are described in detail in [the Purchase Order and the Service Description / the prevailing QPR Customer Care Program published by QPR [insert link]. QPR reserves the right to make changes to the [Support Services / QPR Customer Care Program] at any time.

3.2 QPR agrees to provide all Support Services with due care, skill, and diligence. QPR may at its own discretion subcontract any or all of the Support Services to its authorized resellers, subcontractors, or representatives.

3.3 The Support Services concern the use of the SaaS Services only. The following matters will not be covered by the Support Services:

1. Assistance relating to Third Party Software, integrations or any software, products or services other than the SaaS Services.
2. Assistance with a problem resulting from the misuse, improper use, unauthorized alteration or modification, or damage caused by misuse, of the SaaS Services.
3. Assistance with a problem resulting from the combination of the SaaS Services with other software, applications, systems or equipment to the extent such combination has not been approved by QPR.
4. Assistance with installing, configuring, using, and integrating any third-party product that the Customer has purchased separately, including but not limited to database systems, operating systems, web servers, browsers, network equipment, and firewall systems.
5. Assistance relating to integrations or interfaces with other software components or product versions that are not explicitly designated by QPR as compatible with the SaaS Services in use.
6. Assistance concerning product versions of the SaaS Services other than the most recent official release.

3.4 The Customer will be responsible for paying QPR’s standard fees as applicable from time to time for time and other resources provided by QPR to diagnose or attempt to correct any matter not covered by the Support Services as defined above.

3.5 Due to obsoleting of technologies of vendors, QPR will not provide Support Services for the SaaS Services in a runtime environment where components or products are no longer fully supported by vendors, even if the SaaS Services would have been supported in such runtime environment at the time of signing the Purchase Order.

4. Service Levels

4.1 QPR will use commercially reasonable efforts to ensure that the SaaS Services are available to use during any given time, except during maintenance windows, updates, and repair. Operation of the SaaS Services may require short breaks in the service outside maintenance windows.

4.2 QPR will perform maintenance in hosting servers and environments in pre-scheduled maintenance windows. The standard maintenance windows will be communicated separately. In case of emergency maintenance requirements, QPR will use its commercially reasonable efforts to inform Customers of such maintenance needs at least 24 hours in advance.

4.3 QPR cannot guarantee network availability between the Customer and the hosted environment, as network availability can involve numerous third parties and is beyond the control of QPR. QPR will not be liable for any downtime that the Customer experiences as a result of the Customer’s own network connectivity issues.

4.4 QPR is obligated to start resolving any service outage or other problem with the SaaS Services within one (1) hour after receiving notification from the Customer during opening hours of QPR Customer Care. QPR will make efforts to determine whether the outage or other problem is within QPR's reasonable control. If QPR determines that the issue is attributable to QPR, the Customer will be credited an amount equal to the Fees paid for the SaaS Services for one (1) day for every 4 hours of downtime that the Customer experiences after QPR has received notification from the Customer. QPR will have no other liability to the Customer for failure to provide availability of the SaaS Services.

5. Customer’s Use of the SaaS Services

5.1 The Customer’s use of the SaaS Services must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. The Customer agrees to comply with reasonable instructions and specifications of QPR, including any guidance in or design of the SaaS Services. The Customer shall be solely responsible for ensuring that any use of the SaaS Services by the Customer’s employees is in accordance with the Agreement and the instructions and specifications of QPR.

5.2 The Customer may use the SaaS Services solely for its internal business purposes. The Customer is not entitled to resell or in any other way distribute (including merger, consolidation or similar transaction) the SaaS Services to any third parties without the written consent of QPR.

5.3 The Customer acknowledge that the SaaS Services are provisioned by Amazon Web Services (“AWS”). AWS services are exclusively governed by AWS terms and conditions made available to the Customer in [insert link].

5.4 QPR products contain powerful features, under which the Customer can perform mass operations involving complex structures and large amounts of data and processing. As many operations can be executed in parallel by different concurrent users, it is quite possible to exhaust the capacity of the underlying resources, like CPU, central memory, storage system, and network interfaces. The capacity and performance limits of the computing environment can eventually be reached even with a single user, by increasing the amount and complexity of data and performing big enough operations. QPR will never guarantee that an arbitrary end user scenario would not exhaust the resources of the computing environment. The Customer is responsible for dimensioning the computing environment and using QPR products in a sensible way.

6. Information Security, Storage, and Backup

6.1 The Customer shall be responsible for its devices, systems, applications, connections, and software as well as their functionality. The Customer shall be responsible for the protection of the Customer’s data communications and data systems and costs for communications and other comparable costs related to the use of the SaaS Services.

6.2 The Customer Material is stored in a database file on hosted servers and it is backed up in accordance with the Service Description and QPR’s standard practices applicable from time to time.

6.3 QPR asserts no ownership or other rights to Customer Material. The Customer is solely responsible for having all required rights to use the Customer Material in the manner required by the SaaS Services or applicable laws, including but not limited to transferring the data to an information system maintained by a third party. Customer agrees not to transfer any illegal or infringing material to the SaaS Services.

6.4 QPR may store the Customer Material at any geographical location within the European Economic Area (EEA) using any third-party storage providers it deems suitable. Should there be limitations as to where Customer Material can be stored geographically, the Customer is obliged to inform QPR before transferring any of such data to the SaaS Services.

6.5 QPR personnel shall not access the Customer Material, except as necessary for resolving any technical problems of the SaaS Services, performing maintenance tasks, or performing agreed services agreed with the Customer, such as Support Services.

6.6 QPR will use commercially reasonable efforts to provide and maintain a secure environment for and retain sufficient backups of all Customer Material. In the unlikely event of a security breach or unrecoverable loss of Customer Material caused by QPR, the exclusive remedy of the Customer will be limited to a refund of a maximum of the total amount paid by the Customer for the SaaS Services over the six (6) months preceding the event. The Customer agrees to assume the risk of any such security breach or data loss and agrees to hold QPR harmless thereof.

7. Term and Termination

7.1 The Agreement shall enter into force on the date it has been duly signed by each party and shall continue for the License Term set out in the Purchase Order. After the License Term, the Agreement shall automatically renew for additional twelve (12) month renewal periods, unless terminated by either party with written notice to the other party at least three (3) months prior to the end of the License Term or the then-current renewal period.

7.2 Either party may terminate the Agreement in accordance with the QPR General Terms and Conditions.