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SaaS Subscription Agreement Template

For CheckMet and Traquiva Products

MASTER SUBSCRIPTION AGREEMENT​

This Master Subscription Agreement ("Agreement") is entered into as of [DATE] ("Effective Date")

BETWEEN:

SkyMirror Kft.
A company incorporated in Hungary
Registered Address: Kálmán Imre utca 1, 1054 Budapest, Hungary
Registration Number: [NUMBER]
("SkyMirror" or "Provider")

AND:

[CUSTOMER LEGAL NAME]
A company incorporated in [JURISDICTION]
Registered Address: [ADDRESS]
Registration Number: [NUMBER]
("Customer" or "Client")

Each a "Party" and collectively the "Parties"

1. DEFINITIONS​

1.1 "Authorized Users" means the employees, contractors, and agents of Customer who are authorized to access and use the Services.

1.2 "Customer Data" means all data, information, and materials submitted by Customer or Authorized Users to the Services.

1.3 "Documentation" means the user guides, help files, and other documentation provided by SkyMirror for the Services.

1.4 "Order Form" means the ordering document specifying the Services, fees, and other terms agreed between the Parties.

1.5 "Services" means the SkyMirror software-as-a-service products specified in the Order Form, including CheckMet and/or Traquiva.

1.6 "Subscription Term" means the period during which Customer has access to the Services as specified in the Order Form.

1.7 "Service Level Agreement" or "SLA" means the service level commitments set forth in Schedule A.

2. SERVICES AND ACCESS​

2.1 Grant of Access​

Subject to the terms of this Agreement and payment of applicable fees, SkyMirror grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer's internal business purposes.

2.2 Authorized Users​

Customer may permit Authorized Users to access the Services up to the number specified in the Order Form. Customer is responsible for:

  • (a) Ensuring Authorized Users comply with this Agreement
  • (b) Maintaining the confidentiality of login credentials
  • (c) All activities occurring under Customer's account

2.3 Restrictions​

Customer shall not:

  • (a) License, sublicense, sell, resell, or transfer the Services
  • (b) Modify, copy, or create derivative works of the Services
  • (c) Reverse engineer, disassemble, or decompile the Services
  • (d) Access the Services to build a competitive product
  • (e) Use the Services in violation of applicable laws
  • (f) Transmit malicious code or interfere with the Services

2.4 Service Modifications​

SkyMirror may update the Services from time to time. SkyMirror will provide reasonable notice of material changes that adversely affect Customer's use.

3. CUSTOMER DATA​

3.1 Ownership​

Customer retains all rights, title, and interest in Customer Data. Customer grants SkyMirror a limited license to use Customer Data solely to provide the Services.

3.2 Data Protection​

SkyMirror will process Customer Data in accordance with:

  • (a) The Data Processing Agreement attached as Schedule B
  • (b) Applicable data protection laws, including GDPR
  • (c) SkyMirror's Privacy Policy

3.3 Data Security​

SkyMirror will implement and maintain appropriate technical and organizational measures to protect Customer Data, including:

  • (a) Encryption of data in transit and at rest
  • (b) Access controls and authentication
  • (c) Regular security assessments
  • (d) Incident response procedures

3.4 Data Portability​

Upon termination, Customer may request export of Customer Data in a standard format. SkyMirror will provide such export within 30 days of request.

4. FEES AND PAYMENT​

4.1 Fees​

Customer shall pay the fees specified in the Order Form. Unless otherwise stated:

  • (a) Fees are quoted in Euros (EUR)
  • (b) Fees are exclusive of applicable taxes
  • (c) Fees are non-refundable except as expressly stated

4.2 Payment Terms​

  • (a) Annual subscriptions: Due within 30 days of invoice
  • (b) Monthly subscriptions: Due on the first day of each month
  • (c) Overdue amounts accrue interest at 1.5% per month

4.3 Fee Increases​

SkyMirror may increase fees upon renewal by providing 60 days' written notice. Increases shall not exceed 10% per year unless due to changes in scope.

4.4 Taxes​

Customer is responsible for all taxes, levies, and duties, excluding taxes based on SkyMirror's income.

4.5 Suspension​

SkyMirror may suspend access to the Services if:

  • (a) Payment is overdue by more than 30 days
  • (b) Customer breaches this Agreement
  • (c) Required by law or to prevent harm

5. TERM AND TERMINATION​

5.1 Term​

This Agreement commences on the Effective Date and continues until terminated. The initial Subscription Term is specified in the Order Form.

5.2 Renewal​

Unless either Party provides written notice of non-renewal at least 30 days before the end of the current term, the Subscription Term will automatically renew for successive periods equal to the initial term.

5.3 Termination for Convenience​

Either Party may terminate this Agreement:

  • (a) At the end of any Subscription Term with 30 days' notice
  • (b) For annual subscriptions, with 90 days' notice and payment of early termination fees

5.4 Termination for Cause​

Either Party may terminate this Agreement immediately upon written notice if:

  • (a) The other Party materially breaches and fails to cure within 30 days of notice
  • (b) The other Party becomes insolvent or bankrupt

5.5 Effect of Termination​

Upon termination:

  • (a) Customer's access to the Services will cease
  • (b) Customer shall pay all outstanding fees
  • (c) Each Party shall return or destroy Confidential Information
  • (d) Sections 3, 6, 7, 8, 9, and 10 shall survive

6. CONFIDENTIALITY​

6.1 Definition​

"Confidential Information" means non-public information disclosed by one Party to the other, including business plans, technical data, and customer information.

6.2 Obligations​

The receiving Party shall:

  • (a) Protect Confidential Information with reasonable care
  • (b) Use Confidential Information only for purposes of this Agreement
  • (c) Not disclose Confidential Information to third parties without consent

6.3 Exceptions​

Confidential Information does not include information that:

  • (a) Is or becomes publicly available without breach
  • (b) Was known to the receiving Party before disclosure
  • (c) Is independently developed without use of Confidential Information
  • (d) Is required to be disclosed by law

7. INTELLECTUAL PROPERTY​

7.1 SkyMirror IP​

SkyMirror retains all rights, title, and interest in the Services, Documentation, and all related intellectual property. No rights are granted except as expressly stated.

7.2 Feedback​

If Customer provides suggestions or feedback regarding the Services, SkyMirror may use such feedback without obligation to Customer.

7.3 Customer IP​

Customer retains all rights in Customer Data and any materials provided by Customer.

8. WARRANTIES AND DISCLAIMERS​

8.1 SkyMirror Warranties​

SkyMirror warrants that:

  • (a) The Services will perform materially in accordance with the Documentation
  • (b) SkyMirror has the right to provide the Services
  • (c) The Services will comply with applicable laws

8.2 Customer Warranties​

Customer warrants that:

  • (a) Customer has the right to provide Customer Data
  • (b) Customer's use will comply with applicable laws
  • (c) Customer has authority to enter this Agreement

8.3 Disclaimer​

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." SKYMIRROR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY​

9.1 Exclusion of Damages​

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE.

9.2 Liability Cap​

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Exceptions​

The limitations in this Section 9 do not apply to:

  • (a) Breach of confidentiality obligations
  • (b) Infringement of intellectual property rights
  • (c) Customer's payment obligations
  • (d) Gross negligence or willful misconduct

10. INDEMNIFICATION​

10.1 SkyMirror Indemnification​

SkyMirror shall defend, indemnify, and hold harmless Customer from claims that the Services infringe third-party intellectual property rights, provided Customer:

  • (a) Promptly notifies SkyMirror of the claim
  • (b) Gives SkyMirror sole control of the defense
  • (c) Provides reasonable cooperation

10.2 Customer Indemnification​

Customer shall defend, indemnify, and hold harmless SkyMirror from claims arising from:

  • (a) Customer Data
  • (b) Customer's breach of this Agreement
  • (c) Customer's violation of applicable laws

11. GENERAL PROVISIONS​

11.1 Governing Law​

This Agreement shall be governed by the laws of Hungary, without regard to conflict of laws principles.

11.2 Dispute Resolution​

Any dispute shall be resolved by:

  • (a) Good faith negotiation for 30 days
  • (b) Mediation under ICC rules
  • (c) Binding arbitration in Budapest, Hungary

11.3 Notices​

Notices shall be in writing and sent to the addresses specified in the Order Form.

11.4 Assignment​

Neither Party may assign this Agreement without the other's consent, except to an affiliate or in connection with a merger or acquisition.

11.5 Force Majeure​

Neither Party shall be liable for delays caused by events beyond reasonable control.

11.6 Entire Agreement​

This Agreement, including all Schedules and Order Forms, constitutes the entire agreement between the Parties.

11.7 Amendments​

This Agreement may only be amended in writing signed by both Parties.

11.8 Severability​

If any provision is found unenforceable, the remaining provisions shall continue in effect.

SIGNATURES​

SKYMIRROR KFT.

Signature: _________________________

Name: _________________________

Title: _________________________

Date: _________________________

[CUSTOMER NAME]

Signature: _________________________

Name: _________________________

Title: _________________________

Date: _________________________

SCHEDULE A: SERVICE LEVEL AGREEMENT​

1. Availability​

MetricCommitment
Monthly Uptime99.5%
Scheduled MaintenanceMax 4 hours/month, with 48-hour notice
Unscheduled DowntimeBest efforts to resolve within 4 hours

2. Support​

PriorityResponse TimeResolution Target
Critical (P1)1 hour4 hours
High (P2)4 hours24 hours
Medium (P3)8 hours48 hours
Low (P4)24 hours5 business days

3. Service Credits​

Monthly UptimeCredit
99.0% - 99.5%10% of monthly fee
95.0% - 99.0%25% of monthly fee
Below 95.0%50% of monthly fee

SCHEDULE B: DATA PROCESSING AGREEMENT​

[See separate Data Processing Agreement template]

ORDER FORM​

Order Form Number: [NUMBER]
Effective Date: [DATE]

Customer Information​

FieldValue
Customer Name[NAME]
Billing Address[ADDRESS]
Billing Contact[NAME, EMAIL]
Technical Contact[NAME, EMAIL]

Services​

ServiceTierUsersUnit PriceMonthly Total
CheckMet[Tier][#]€[X]/user€[X]
Traquiva[Tier][#]€[X]/user€[X]

Subscription Details​

FieldValue
Initial Term[12/24/36] months
Start Date[DATE]
End Date[DATE]
Billing Frequency[Monthly/Annual]
Total Contract Value€[X]

Additional Terms​

[Any additional terms specific to this order]

ACCEPTED AND AGREED:

SkyMirror Kft. | [Customer Name]

Signature: _____________ | Signature: _____________

Name: _____________ | Name: _____________

Title: _____________ | Title: _____________

Date: _____________ | Date: _____________

Template Version: 1.0
Last Updated: December 2024
Legal Review Required Before Use

Last updated on