Software as a Service (SaaS) Agreement
This Software as a Service (SaaS) Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:
Provider:
KhanCoders
Shahid Chawak Timergara District Dir Lower
Timergara,18300,Pakistan
03319133353
Customer:
User of the Software
- Definitions
1.1. “Software” refers to Provider’s cloud-based accounting and inventory management software.
1.2. “Services” means the hosting, management, and operation of the Software, including support and maintenance.
1.3. “User” means any individual authorized by Customer to use the Services.
- Provision of Services
2.1. Subject to the terms and conditions of this Agreement, Provider will provide the Services to Customer during the Term.
2.2. Provider grants Customer a non-exclusive, non-transferable right to access and use the Software for its internal business operations.
- Fees and Payment
3.1. Customer shall pay the fees specified by Provider for the Services, as communicated from time to time.
3.2. All fees are due net 05 days from the date of invoice unless otherwise specified by Provider.
3.3. Provider reserves the right to charge Customer in Pakistani Rupees (PKR). If Provider’s costs, including but not limited to licensing fees or server costs, are incurred in US Dollars (USD) and the exchange rate between PKR and USD changes, resulting in an increase in Provider’s costs, Provider may adjust the fees accordingly. Provider will notify Customer of any such fee adjustment due to currency fluctuations.
- Term and Termination
4.1. This Agreement shall commence on the Effective Date and continue for an initial term of one year, unless earlier terminated as provided herein.
4.2. Either party may terminate this Agreement for any reason upon 03 days’ written notice to the other party.
4.3. Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure such breach within 03 days’ written notice.
4.4. Upon termination, Customer shall immediately cease all use of the Software, and Provider will disable Customer’s access to the Software.
- Customer Responsibilities
5.1. Customer shall be responsible for User compliance with this Agreement.
5.2. Customer shall not: (a) permit any third party to access the Software except as permitted herein; (b) create derivative works based on the Software; (c) copy, frame, or mirror any part or content of the Software; (d) reverse engineer the Software; or (e) access the Software to build a competitive product or service.
5.3. Customer is responsible for maintaining the confidentiality of its account credentials and will promptly notify Provider of any unauthorized access or use of its account.
5.4. Customer shall not involve or permit any third-party developers to access the Software for the purpose of copying or replicating the Provider’s system, in whole or in part.
5.5. Customer agrees not to make any derogatory statements, whether orally, in writing, electronically, or through any other means, that could harm the reputation or business interests of Provider, its employees, or affiliates. This prohibition applies during the term of this Agreement and indefinitely thereafter.
5.6. Customer acknowledges and agrees that Provider has no responsibility for Customer’s hardware failures, customer’s own accounting recording errors, or discrepancies in figures arising from Customer’s use of the Software.
- Provider Responsibilities
6.1. Provider will use commercially reasonable efforts to make the Services available [24/7], except for planned downtime and any unavailability caused by circumstances beyond Provider’s reasonable control.
6.2. Provider will provide support for the Services as specified in this Agreement.
6.3. Provider will implement commercially reasonable security measures to protect Customer data.
- Intellectual Property Rights
7.1. All intellectual property rights in and to the Software and Services are and shall remain the exclusive property of Provider.
7.2. Customer shall not remove, alter, or obscure any proprietary notices on the Software.
- Confidentiality
8.1. Each party agrees to maintain the confidentiality of the other party’s proprietary information.
8.2. Neither party shall disclose the other party’s confidential information to any third party without the prior written consent of the other party, except as required by law.
- Data Security and Privacy
9.1. Provider will implement and maintain commercially reasonable security measures to protect Customer data.
9.2. In the event of a data breach, Provider will notify Customer without undue delay and cooperate with Customer in accordance with applicable laws.
- Indemnification
10.1. Customer shall indemnify, defend, and hold harmless Provider from any claims, liabilities, or expenses arising from Customer’s use of the Software in violation of this Agreement.
10.2. Provider shall indemnify, defend, and hold harmless Customer from any claims, liabilities, or expenses arising from Provider’s infringement of any third-party intellectual property rights.
- Limitation of Liability
11.1. In no event shall Provider be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including but not limited to loss of revenue, profits, or data.
11.2. Provider’s total liability under this Agreement shall not exceed the amount paid by Customer to Provider in the 12 months preceding the claim.
- Warranties and Disclaimers
12.1. Provider warrants that the Software will perform substantially in accordance with the documentation provided to Customer.
12.2. Except as expressly provided in this Agreement, the Software is provided “as is” and Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Compliance and Audit
13.1. Customer agrees to use the Software in compliance with all applicable laws and regulations, including those related to accounting standards and inventory management practices.
13.2. Provider may audit Customer’s use of the Software to ensure compliance with this Agreement. Such audits will be conducted during normal business hours and with reasonable notice.
- Force Majeure
14.1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including acts of God, war, and terrorism, strikes, or government regulations.
- Miscellaneous
15.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
15.2. This Agreement may not be amended except in writing signed by both parties.
15.3. This Agreement shall be governed by and construed in accordance with the laws of Pakistan.
15.4. Any disputes arising under this Agreement shall be resolved in the courts of Pakistan.
15.5. Any notices required under this Agreement shall be in writing and delivered to the addresses specified in the preamble of this Agreement.
15.6. Provider may send notices to Customer through WhatsApp, email, or any other medium for any matters related to the Software. Such notices shall be deemed to be in writing and properly delivered when sent to the contact information provided by Customer.
- Disclaimers and Exclusions
16.1. Internet Connectivity: Provider is not responsible for any issues related to internet connectivity that may affect Customer’s access to or use of the Software.
16.2. Security and Hacking: Provider implements reasonable security measures to protect the Software and Customer data; however, Provider shall not be liable for any damages or losses caused by hacking, cyber-attacks, or other unauthorized access to the Software or Customer data.
16.3. External Factors: Provider is not responsible for any delays, interruptions, or other issues caused by external factors beyond its reasonable control, including but not limited to acts of God, internet service provider failures, or third-party software and hardware malfunctions.
- Sharing of Passwords and Information
17.1. Responsibility for Credentials: Customer is solely responsible for maintaining the confidentiality of all usernames, passwords, and other sensitive information used to access the Software.
17.2. Unauthorized Sharing: Customer shall not share usernames, passwords, or other sensitive information with any unauthorized third parties. Any unauthorized sharing of such information will be the sole responsibility of Customer.
17.3. Provider’s Liability: Provider shall not be liable for any loss or damage arising from unauthorized access to Customer’s account due to Customer’s failure to maintain the confidentiality of its credentials or due to the sharing of such credentials with unauthorized individuals.