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FS Systems Sera4 Standard Terms and Conditions of Sale

Sera4 Terms and Conditions of Sale

(hereinafter “Terms and Conditions” or “Agreement”)

Unless otherwise specifically provided by separate written agreement, duly signed by FS Systems and the Customer, these Terms and Conditions constitute the agreement between FS Systems and the Customer in respect of the sale by the Customer of any Hardware and Teleporte Services and use of Software (all as defined below).


1.    Definitions

 

The following terms shall have the meanings set out below unless the context requires otherwise:

Access Devices means Sera4 padlocks and Sera4 Controllers.  

Access Point means an Access Device that when used in conjunction with the Software (and in the case of the Sera4 Controller with a Third-Party Electrical Lock) enables End Users to gain entry and access to critical infrastructure, equipment and other assets and locations. 

Administrators mean the individuals directly or indirectly authorized by Customer to issue, manage and log the use of encrypted digital keys and permissions for Access Devices.  

Authorized Users means Administrators and End Users.  

Customer means the party who affixed its name and signature to the Customer On-boarding Form, being the person or other entity that has title, or is acquiring the title, to Access Devices for the purposes of controlling access to assets and locations. It is agreed that the Customer may not resell any Access Devices.

Customer On-boarding Form means the document headed “Customer On-boarding Form” completed by the Customer to which this Agreement acts as an annexure;


Delivery Date means the date on which the Products are delivered at one or more premises of the Customer.


End User means an individual who has digital key(s) issued to their Mobile Device by an Administrator, for the purpose of enabling that individual to access specific Access Point(s) at specific times.

   

Entry Point is a location (e.g. gate, cabinet, metal tower, etc) at which an Access Point is installed.  

Fees means the fees paid or required to be paid for the Products and Teleporte Services including without limitation, the purchase fees for Hardware and the fees for the Teleporte Services.  

FS Systems means FS Systems Proprietary Limited (registration number: 2015/312176/07), a private company incorporated in accordance with the laws of South Africa with principle address Ground Floor, Birkdale 1, River Park, Gloucester Road, Mowbray, 7700.  

Hardware means hardware products designed and or sold by Sera4 and currently includes Access Devices and Sera4 access pads. 


Initial Period means the initial fixed period, commencing on the Delivery Date, for which the Services are provided by FS Systems to the Customer as detailed and set out in the Quote.


License has the meaning set out in section 3.


Mobile Device(s) means an Android or iOS mobile device compatible with Teleporte that is used by an End User to access one or more Access Points, or hardware installed at a Customer site to enable End Users to access one or more Access Points. 

Prime Rate means the prime bank overdraft rate as quoted by First National Bank Limited, a division of FirstRand Limited, as may be amended from time to time. 

Products means Hardware and Software.  


Quote means any quote or pro forma invoice issued by FS Systems to the Customer for the sale of the Products and/or the sale of the Services and to which this Agreement forms an annexure. 

Sera4 means Sera4 Limited, with principle address 725 Bridge St. W., Suite 201, Waterloo, Ontario, Canada N2V 2H1.

Teleporte Services means the level of the Teleporte Service offering, which may include maintenance and support services, purchased by Customer as indicated in the Quote issued by FS Systems to the Purchaser.  

Software means Sera4 proprietary software including without limitation: i) cloud-based server software that provides the Teleporte Service; ii) APIs that enable integration of third-party software with the Teleporte Service; iii) the Teleporte Mobile App for use on Mobile Devices; and iv) the Sera4 software embedded and/or provisioned in the Hardware or used as a Sera4 Controller.  

Sera4 Controllers means either standalone hardware units, or hardware or software components, in each case designed by Sera4 to enable Third-Party Electrical Locks to be used as part of Access Points.  


Supply Contract has the meaning ascribed to it in clause 17 of the Standard Terms.


Standard Terms means FS Systems’ standard terms and conditions of sale which, for the sake of clarity, shall form an integral part of this Agreement, save for those terms which are deemed not applicable as stipulated in clause 2.1 of the Standard Terms.


Teleporte Mobile App means the Teleporte mobile application accessible on Mobile Devices to which inter alia credentials are issued to End Users for accessing Access Device(s) 


Teleporte Service means the Sera4 cloud-based server software, including without limitation the web portal and dashboard software, and APIs that enable Administrators to remotely issue, manage, and log the use of encrypted digital keys and permissions for Access Points.  

Teleporte has the meaning set out in clause 2. 

Territory is the country(ies) set out in the Quote.


Third-Party Administrators are Administrators that are not directly employed by Customer.  It is a specific provision of this Agreement that any addition of a Third Party Administrator shall be subject to prior written approval of FS Systems.  


Third-Party Authorized Users means Authorized Users that are not directly employed by Customer.  It is a specific provision of this Agreement that any addition of a Third Party Authorised User shall be subject to prior written approval of FS Systems.  


Third-Party Electrical Locks means third-party electrical locks used in conjunction with Sera4 Controllers and Software to create an Access Point.

Third-Party End Users are End Users that are not directly employed by Customer. It is a specific provision of this Agreement that any addition of a Third Party End User shall be subject to prior written approval of FS Systems.  


2.    Teleporte.  


2.1.    Teleporte is a digital system that, among other things, enables Customer to facilitate, control and log the access by End Users through Access Points.  It requires: a) Access Points; b) the Teleporte Service; and c) the Teleporte Mobile App that when installed on Mobile Devices allows digital keys to authenticate and enable proximity-based communication with Access Points.  


3.    Usage in the Territory


3.1.    Access Devices purchased under this Agreement may only be used in the Territory.


4.    Terms and Conditions 
 

4.1.    Customer may purchase Hardware and Teleporte Services and use Software (including any Software embedded on the Hardware or that forms part of a Sera4 Controller) only on the terms and subject to the conditions set out in this Agreement.  


4.2.    No other terms and conditions of sale or lease shall be of any force or effect nor shall it supersede or override these Terms and Conditions, notwithstanding the acceptance of a Customer purchase order, the standard printed terms and condition on Customer`s purchase order or any terms included in correspondence or elsewhere or implied by trade custom.  
 

4.3.    Customer may request special terms and conditions for a particular order by clearly indicating a request for same on the face of the purchase order.  These special terms shall not be binding on FS Systems unless FS Systems specifically accepts these terms and conditions by including them in its Quote.  
 

5.    Teleporte Service Access and Software Use.  
 

5.1.    All Software supplied hereunder, and access to the Teleporte Service, is subject to the current Sera4 Teleporte Service Access and Software Use Agreement (``License``), a copy of which is located at http://www.sera4.com/terms-of-use.  For avoidance of doubt, as a condition of entering into this Agreement, Customer also agrees to be bound by the terms and conditions of the License with Sera4 and which terms and conditions are incorporated into this Agreement by way of reference. 


5.2.    Customer further agrees to have each Authorized User agree to the terms and conditions of the License, that both Sera4 and FS Systems shall have no liability whatsoever for the acts of Customer’s Authorized Users, and hereby indemnifies both Sera4 and FS Systems (on demand and on a rand for rand basis) and agrees to hold them harmless against any costs, damages or losses suffered by Sera4 and/or FS Systems (as the case may be) as a result of a breach of the License by any Authorized User or the Customer (as the case may be).  


6.    Ownership and No Implied License 
 

6.1.    Except for title to Hardware purchased by Customer from FS Systems, no ownership right, title, or interest, in or to Teleporte or any part thereof or to the extent permitted by applicable law, to any data created by the use thereof, or to any associated intellectual property rights is transferred to Customer under this Agreement. 


6.2.    For the sake of clarity, the sale of Hardware and license of Software does not convey any patent license or similar rights whatsoever, under any legal theory or otherwise to combinations of the Products and Teleporte Service with any hardware, software or system for which Sera4 or FS Systems has not authorized it, or for any modifications to the Products or Teleporte Service.
 

7.    No Resale or Sublicense Rights  
 

7.1.    Customer acknowledges and agrees that except for the right of Customer to include Third-Party Authorized Users as part of their Authorized Users, these Terms and Conditions do not in any manner whatsoever permit the resale or sublicensing of any portion of Teleporte or any data generated by the use thereby.  


7.2.    Customer further acknowledges and agrees that to do so may cause FS Systems or Sera4 serious loss and damage and Customer hereby indemnifies FS Systems and Sera4 (on demand and on a rand for rand basis) against all such costs, loss and damage (including but not limited to any legal fees and costs) suffered as a result of a breach by the Customer of the provisions of this section 5. 
 

8.    Payment Terms and Term
 

8.1.    Customer shall pay to FS Systems the Fees for the Products and the Teleporte Services as specified in the Quote in accordance with the payment terms agreed to between the parties.  If there are no such agreed terms, then Customer shall pay for the Products in full prior to delivery and for the Teleporte Services prior to same being activated. 

8.2.    The Teleporte Services shall be activated and available for the Initial Term. Thereafter, provided that Customer has faithfully and fully complied with its obligations under this Agreement, Customer shall have the option to renew the Teleporte Services for a period agreed between Customer and FS Systems (each, a “Subsequent Term”).

 

8.3.    Customer may not terminate this Agreement during the Initial Period. 

 

8.4.    FS Systems shall deliver an invoice to Customer for the Teleporte Services prior to the renewal date setting out the then current Fees for the Teleporte Services including any updates to these Terms and Conditions if applicable.  

 

8.5.    FS Systems shall be entitled at its sole discretion to levy interest at the Prime Rate plus 2% (two percent) per annum on an amount of any invoice not paid within the period stipulated in any invoice. Any such interest not paid with the amount of the invoice to which it relates will be added to the subsequent invoice and will be payable with the amount of that invoice, failing which it will be capitalised and be subject to compound interest from the date of due payment of the invoice on which it is reflected.

 

8.6.    All payments received from or on behalf of the Customer shall be allocated first towards legal costs (if applicable and incurred by FS Systems in enforcing its rights in terms of this Agreement either as a result of a customer default or otherwise), thereafter interest, and lastly towards the capital amount owing in respect of the Customer’s outstanding account.

 

8.7.    Customer has no right to withhold payment for any reason whatsoever and therefore Customer is not entitled to set off any amount due to Customer by FS Systems against any amount owed by the Customer to FS Systems, notwithstanding any dispute between the parties, and nor shall any payment be withheld by virtue of any alleged counterclaim against FS Systems by Customer. FS Systems shall be entitled to, on written notice, offset any amounts owed by FS Systems to Customer (arising from any cause whatsoever) from time to time against amounts owed by the Customer to FS Systems (arising from any cause whatsoever). 
 

8.8.    FS Systems may at its sole discretion determine whether Customer has to pay a deposit to FS Systems and the amount of such deposit.  FS Systems shall have the right (but not be obliged) to apply the whole or part of any deposit towards payment of any liability (arising from any cause whatsoever including payment for the Hardware or Teleporte Services) owed by Customer to FS Systems arising out of this Agreement. All deposits paid are non-refundable unless FS Systems (i) cancels a Supply Contract or (ii) cannot fulfil an order in full, in which instances any remaining portion of the deposit (following settlement of all liabilities as aforesaid) shall be refunded to the Customer within a reasonable period of time.
 

9.    Termination
 

9.1.    Without prejudice to any other rights of the parties under this Agreement, should the Customer:


9.1.1.    be placed in liquidation or under business rescue, whether provisional or final, or pass a resolution for its voluntary winding-up (or, in each case, the equivalent or similar nature under the laws of the jurisdiction in which the Customer is registered or its principal place of business); 

9.1.2.    default on payment for the Products and/or Teleporte Services or any other amount due by Customer to FS Systems in terms of this Agreement; or
9.1.3.    commit a breach of any terms (other than payment terms) of this Agreement and fail to remedy that breach within 7 (seven) days following receipt of a written notice by FS Systems,
then FS Systems may (without derogating from any other rights that FS Systems may have):
9.1.4.    terminate this Agreement or claim specific performance; and/or
9.1.5.    immediately suspend or terminate the Teleporte Services and take possession of the Hardware.


10.    Warranty on Hardware  
 

10.1.    Customer acknowledges that Sera4 is the manufacturer of the Hardware and is sold to the Customer in terms of this Agreement with the same express or implied warranties provided to FS Systems by Sera4.  There is no warranty on any consumables including but not limited to batteries.  


10.2.    The terms and procedures applicable to the warranty and return of defective Hardware is set out at https://www.sera4.com/hardware-warranty/.  Software maintenance and support for Software not embedded in Hardware is supplied as part of the Fees for the Teleporte Services in accordance with the Teleporte Service Access and Software Use Agreement.  

11.    Limitations on FS Systems`s Responsibility  


11.1.    Unless FS Systems expressly agrees otherwise, its sole responsibility is the provision of Teleporte as ordered by Customer.  


11.2.    Customer shall be responsible to obtain and to pay for all other aspects of its system, including any network access and Third-Party Electrical Locks.  Customer shall also be responsible to ensure that its use of Teleporte and that of its Authorized Users complies with all applicable laws, including without limitation, any restrictions on the transfer of data between countries.  
 

11.3.    In no event shall FS Systems or Sera4 be responsible for the functioning or functionality of: i i) any portion of Customer`s system not supplied by FS Systems or Sera4 and the impact thereof on the Products and Teleporte Services provided by FS Systems in terms of this Agreement and ii) Mobile Devices. 
 

11.4.    FS Systems and Sera4 shall have no responsibility for the safeguarding or security associated with the transmission of information or data transmitted to or from Customer or Authorized Users using Teleporte other than for the encrypted keys.  
 

11.5.    Notwithstanding any other provision in this Agreement, FS Systems shall have no responsibility or liability whatsoever for the performance or failure to perform of any beta, trial or proof of concept product or service (including Teleporte Services) supplied to Customer. Customer hereby indemnifies FS Systems and Sera4 (on demand and on a rand for rand basis) against all such costs, loss and damage (including but not limited to any legal fees and costs) suffered as a result of any malfunction of the Products or break in the Teleporte Services caused or occasioned by (whether directly or indirectly) Customer’s own act or omissions and/or any portion of Customer`s system not supplied by FS Systems or Sera4 and for any failure by Customer to safeguard any information or data transmitted to or from the Customer or its Authorised Users. 
 

12.    Confidentiality  
 

12.1.    The terms and conditions set out in this Agreement or any Quote provided to Customer by FS Systems, including any such pricing information, constitute the confidential information of FS Systems and unless otherwise agreed in writing by FS Systems, may not be disclosed by Customer to any third person.  Customer acknowledges and agrees that disclosure of such information could cause FS Systems significant and irreparable harm and that FS Systems would be unable to provide Customer with this pricing if Customer discloses such information.  


13.    Mission-Critical Applications  
 

13.1.    TELEPORTE AND ANY PORTION THEREOF, IS NOT SUITABLE FOR USE IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS OR ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING, WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS AND SHOULD NOT BE PURCHASED FOR SUCH USE.  
 

14.    Limitation on Liability 
 

14.1.    FS SYSTEMS SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CAUSE WHATSOEVER. NOTWITHSTANDING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND SHOULD IT BE DETERMINED THAT FS SYSTEMS OWES ANY LIABILITY TOWARDS CUSTOMER, THEN FS SYSTEMS’ LIABILITY TO THE CUSTOMER (HOWSOEVER ARISING) SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT OR THE PARTICULAR TELEPORTE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTH PERIOD LEADING UP TO THE DATE ON WHICH ANY SUCH CLAIM ARISES UNDER THIS AGREEMENT, CUSOTMER HEREBY INDEMNIFIES FS SYSTEMS ON DEMAND AND ON A RAND FOR RAND BASIS AGAINTS ANY CLAIMS FROM ANY PARTY (INCLUDING CLAIMS BROUGHT BY THE CUSTOMER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  


15.    No Implied Warranties 
 

15.1.    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, ENDORSEMENTS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

 

16.    Third-Party Products
 

16.1.    IF FS SYSTEMS AGREES TO PROVIDE TO, OR INSTALL ANY THIRD-PARTY PRODUCT INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY ELECTRICAL LOCK,  ON BEHALF OF CUSTOMER, FS SYSTEMS DOES SO AS A SERVICE TO CUSTOMER, AND CUSTOMER ACKNOWLEDGES AND AGREES, THAT FS SYSTEMS HAS NO ABILITY TO CONTROL THE DESIGN OR PERFORMANCE OF SUCH THIRD-PARTY PRODUCT, THAT FS SYSTEMS PROVIDES THE THIRD-PARTY PRODUCT ON AN “AS IS” BASIS AND THAT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, FS SYSTEMS OR SERA4 SHALL HAVE NO LIABILITY FOR THE DESIGN OR PERFORMANCE OF THAT THIRD-PARTY PRODUCT WHATSOEVER, AND THAT FS SYSTEMS’ SOLE RESPONSIBILITY WITH RESPECT TO THE THIRD-PARTY PRODUCT, INCLUDING WITHOUT LIMITATION, ITS DESIGN OR PERFORMANCE, SHALL BE TO PASS THROUGH THE BENEFIT OF ANY WARRANTY PROVIDED BY THE SUPPLIER OF THE THIRD-PARTY PRODUCT TO CUSTOMER.
 
17.    Exclusion of Liability for Specified Persons.  


17.1.    IN NO EVENT WILL FS SYSTEMS OR ITS SUPPLIER`S OFFICERS, DIRECTORS, EMPLOYEES OR AUTHORISED REPRESENTATIVES HAVE ANY PERSONAL LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT. THE PERSONS MENTIONED IN THIS PROVISION SHALL BE DEEMED TO BE THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT SOLELY FOR THE PURPOSES OF OBTAINING THE BENEFIT OF THIS PROVISION.  


18.    Data Protection
 

18.1.    PLEASE NOTE THAT ALL INFORMATION COLLECTED AND/OR STORED BY FS SYSTEMS IS GIVEN FREELY BY THE CUSTOMER AND IS DONE SO FOR THE SPECIFIC PURPOSE AS AGREED TO BETWEEN THE CUSTOMER AND FS SYSTEMS. BY SIGNING AND AGREEING HERETO, THE CUSTOMER CONSENTS TO THE USE, COLLECTION, STORAGE AND PROCESSING OF ITS PERSONAL DATA. ALL EFFORTS WILL BE TAKEN BY FS SYSTEMS TO ENSURE THAT ALL PERSONAL INFORMATION COLLECTED AND/OR STORED WILL BE IN STRICT COMPLIANCE WITH THE PROTECTION OF PERSONAL INFORMATION ACT 4 OF 2013 (“POPI”) AND FS SYSTEMS’ PRIVACY POLICY.


19.    Sera4  
 

19.1.    SERA4 SHALL BE DEEMED TO BE A THIRD-PARTY BENEFICIARY OF THE PROVISIONS HEREIN THAT SPECIFICALLY REFERENCE SERA4, AND FOR ALL LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS OF LIABILITY AND EXCLUSIONS OF IMPLIED TERMS AND CONDITIONS, HEREUNDER SOLELY FOR THE PURPOSE OF OBTAINING THE BENEFIT OF SUCH PROVISIONS.

 

20.    Application of Limitations, Exclusions and Disclaimers  


20.1.    THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (A) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, DELICT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT.  

21.    Service Level Support


21.1.    Onboarding Support
 

21.1.1.    FS Systems shall onboard Customer to fulfil Tier 1 Support (hereinafter described further) in addition to launch and manage the activation of Hardware and Software for Customer which includes but is not limited to, installation support, integration support and user training.


21.2.    Tier 1 Support
 

21.2.1.    FS Systems shall on-board and train the appropriate administrative team(s) at Customer to: (i) manage administrative functions for Hardware and Software; (ii) develop onboarding and training processes for users of Products and Software; (iii) set up a helpdesk support process for Customer to manage Tier 1 user support which includes, but is not limited to, troubleshooting that can be reasonably addressed by Customer through Sera4 and FS Systems FAQ document, online FAQs, user guides, trouble shooting guides, and any other forms or materials and/or information made available by FS Systems in whole or in part from time to time. For the sake of clarity, Tier 1 Support is the responsibility of Customer and the enablement of Customer to be able to competently fulfil such is the responsibility of FS Systems. 
 

21.3.    Tier 2 Support
 

21.3.1.    FS Systems shall be responsible for Tier 2 Support to Customer, which includes but is not limited to, addressing situations that can be reasonably addressed by FS Systems through Sera4’s FAQ documents, online FAQs, user guides, troubleshooting guides, and other forms of material and/or information made available by Sera4 to FS Systems in whole or in part from time to time. For clarity, Tier 2 Support is the initial support level where Tier 1 Support is not being properly addressed by Customer, including but not limited to, managing issues as a result of such things as improper onboarding, training and Customer support processes. 


21.4.    Tier 3 Support
 

21.4.1.    Sera4 experienced and knowledgeable technicians provide support and solutions directly to FS Systems that cannot be performed by FS Systems that is required to assist FS Systems in addressing Customer support issues that are not Tier 1 Support or Tier 2 Support.     
 

21.5.    Response Times
 

21.5.1.    FS Systems agrees to use commercially reasonable efforts to: (i) address incidents within their respective Tier 1, Tier 2 and Tier 3 Support obligations with the necessary resources to facilitate Software being restored in a timely manner; (ii) have fixes developed and implemented whenever possible where such is under FS Systems’ control; and (iii) respond and resolve incidents as outlined in the table below. FS Systems may determine, based on the below table and acting reasonably, whether any failure or degradation of Software constitutes a service incident and the severity level of such service incident as defined below (“Service Incidents”).
 

Severity Level & Definition


1: Urgent    

Significant attention by either FS Systems and/or Sera4 is required and a resolution or workaround has not been made available or if made available is ineffective at resolving such Service Incident and that causes: (a) a major failure of a critical features of Software that causes significant inconvenience to at least 20% (twenty percent) of Products activated with Software in the aggregate; or (b) significant but not complete unavailability of Software or substantial and sustained negative impact in performance of Software to at least 20% (twenty percent) of Products activated with Software in aggregate. (Example: Software server is unresponsive and therefore not accessible by Customer. 
 

2: Important    

Service Incident that causes: (a) unavailability of a feature of Software; or (b) cosmetic issues that impact functionality. Example: user cannot download keys).
 

3: Minor    

Superficial or cosmetic defect of Software causing no function to be disabled or other failures or degradation of Software not described above. (Example: Access reports taking a long time to be received on a specific email address).
 

4. Usability    

Usability Issue. (Example: User forgot his/her password).

21.5.2.    FS Systems agrees to respond to Customer written notifications and/or requests for Customer Service Incidents that are within its control and ability to address, failing which such Service Incident shall be logged by Distributor with Sera4 for resolution assistance. 


21.5.3.    FS Systems agrees to use commercially reasonable efforts to resolve with Customer such Service Incidents within the targeted resolution times as set fourth below. Notwithstanding the below, in the event that FS Systems requires the support of Sera4 in resolving any Service Incident then FS Systems shall have no liability towards Customer for any delays in Service Incident where such delay is due to Sera4.

Severity Level: 1

Coverage Hours (Monday – Friday): 09h00 - 17h00

Targeted Response Time: 30 minutes

Targeted Interim Resolution Time: 2 hours 

Targeted Final Resolution Time: Workaround or recovery within 48 hours

 

Severity Level: 2

Coverage Hours (Monday – Friday): 09h00 - 17h00 

Targeted Response Time: 60 minutes

Targeted Interim Resolution Time: 1 Business Day 

Targeted Final Resolution Time: Timing and necessary changes to Software is determined on a case-by-case basis solely agreed by FS Connect and/or Sera4 (acting reasonably), where such changes may occur during the next scheduled application software release, during an available maintenance window or agreed not to be fixed.

Severity Level: 3

Coverage Hours (Monday – Friday): 09h00 - 17h00 

Targeted Response Time: 120 minutes 

Targeted Interim Resolution Time: 5 Business Days 

Targeted Final Resolution Time: Timing and necessary changes to Software is determined on a case-by-case basis solely agreed by FS Connect and/or Sera4 (acting reasonably), where such changes may occur during the next scheduled application software release, during an available maintenance window or agreed not to be fixed.  

 

Severity Level: 4

Coverage Hours (Monday – Friday): 09h00 - 17h00 

Targeted Response Time: 60 minutes 

Targeted Interim Resolution Time: 1 Business Days 

Targeted Final Resolution Time: Not applicable 


22.    General


22.1. Press Releases 


22.1.1.    Sera4 and FS Systems reserves the right to make announcements, press releases, publications, presentations and other public statements that reference Customer as a customer using Sera4 Products and Teleporte Services, without Customer`s prior written approval, provided that Sera4 and FS Systems does not disclose Customer`s confidential information in the course of such publicity or misrepresent Customer`s relationship with Sera4 or FS Systems.  Customer agrees that, upon request by Sera4 or FS Systems, it will provide Sera4 or FS Systems with a testimonial that Sera4 or FS Systems may use for the purposes of marketing its Products and Teleporte Services. 


22.2. Severability
 

22.2.1.    If any court finds any part of this Agreement to be invalid or unenforceable that part shall be severed from this Agreement and its invalidity or unenforceability shall not in any way affect the remaining provisions of this Agreement, which shall continue in full force and effect.
 

22.3. Surviving Provisions
 

22.3.1.    The respective rights and obligations of the parties under this Agreement that by its contents or nature is intended to survive (including but not limited to the rights and obligations set out in clauses 6, 7, 8, 11, 12, 14, 15, 17 and this clause 22.3) shall survive the termination or expiry of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
 

22.4.  No Authority
 

22.4.1.    No party shall have authority to or shall hold itself out as having any authority to incur, assume or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of or on behalf of or in any way binding upon the other party.
 

 

As updated 06/07/2022

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