Software as a Service (SaaS) Terms

These SaaS Service Specific Terms apply when you, the Customer, subscribe to our Software Platform Services ("Subscription Services").

These SaaS Terms must be read together with the General Terms of Service.

If there is any conflict between these terms and the General Terms, these SaaS Terms apply to the SaaS Services.

Each of the Order Forms, as per the Order Form template attached as Schedule 1, completed by you and accepted by us:

• sets out the description of the SaaS Services, Subscription Plan, Subscription Fees, Subscription Term, and number of Authorised Users that will constitute your subscription services ("Subscription Services"); and
• incorporates the terms of these SaaS Terms, unless otherwise stated in the Order Form.

Subject to your compliance with the General Terms of Service, the SaaS Terms and payment of the Subscription Fees, we grant you a non-exclusive, non-transferable right to access and use the Platform and Subscription Services during your subscription term.

Your access is limited to:

• your organisation, as described in the Order Form; and
• the number of Authorised Users included in your Subscription Plan.

You may only use the Subscription Services and any documentation relating to the Subscription Services for internal business purposes.

You may not:

• copy, modify, or create derivative works of the Subscription Services;
• reverse engineer or attempt to extract source code;
• resell the Subscription Services;
• provide them as a service bureau;
• make them available to third parties without our consent; or
• use the Services in violation of the Applicable Law.

We offer different Subscription Plans with varying:

• functionality;
• user limits;
• storage capacity; and
• support levels.

The details of your selected Subscription Plan and Subscription Fees are confirmed in:

• your Order Form;
• the Platform subscription page; or
• the pricing schedule.

The available payment methods are set out in your Order Form, and the Customer will confirm the chosen payment method there.

Your Subscription Plan may include a maximum number of Authorised Users (see the Usage Limits clause below).

You may request to:

• add or remove Authorised Users within your subscription limit; and
• assign user roles through your Administrator Account;

which changes may require you to increase your subscription limit.

You are responsible for:

• managing access rights; and
• ensuring that Authorised Users comply with the General Terms of Service and these SaaS Terms.

Your organisation must appoint at least one Account Administrator.

Administrators may:

• manage Authorised Users;
• configure system settings;
• access organisational Data; and
• control integrations with Third-Party Services.

You are responsible for the actions of your administrators.

Where applicable, we may provide onboarding or implementation assistance.

Implementation services may include:

• Platform setup;
• configuration support;
• data migration; or
• administrator training.

Additional implementation services may be governed by the Professional Services Specific Terms.

We aim to ensure that the Platform is available on a continuous basis.

However, availability may be affected by:

• scheduled maintenance;
• system upgrades;
• security updates; or
• circumstances beyond our control.

Specific service levels may be described in the Service Level Schedule attached to these SaaS Terms as Schedule 2.

Support services may include:

• access to help documentation;
• email or ticket support; and
• technical assistance for Platform issues.

Support hours and response times depend on your subscription plan as set out in the Service Level Schedule attached to these SaaS Terms.

We may release updates to improve the performance, functionality, or security of the Subscription Services.

Updates may include:

• bug fixes;
• feature improvements; and
• new tools.

Updates form part of the Subscription Services.

The Platform processes Data that you upload or generate ("Customer Data") through your use of the System.

This may include:

• employee information;
• payroll-related information;
• user-generated data; and
• financial information.

Our handling of Personal Data is described in the Privacy Policy and any applicable Data Processing Addendum.

We may use aggregated and anonymised Data derived from the use of the Subscription Services for analytics, service improvement, and benchmarking, provided that such data does not identify you or your organisation.

You are responsible for:

• ensuring the accuracy of Data you upload;
• ensuring you have the right to process Personal Data through the Platform; and
• complying with Applicable Data Protection Laws.

We do not review or verify the accuracy of Customer Data.

We implement technical and organisational security measures designed to protect the Platform and Customer Data.

These measures may include:

• access controls;
• encryption;
• monitoring of Platform activity; and
• security testing.

Further details may be provided in our Information Security statement.

During your Subscription Term, you may export certain Data from the Platform using available tools.

After termination:

• you may request access to your Data for a limited period; and
• we may delete Data after the applicable retention period.

Details may be provided in the Data Retention Schedule.

15.aAmendment of General Terms

Liability arising from a breach of confidentiality or data protection obligations is subject to a higher liability cap than set out in the General Terms, being equal to two times the annual Subscription Fees payable for the Subscription Services.

The liability cap does not apply to infringement of the other Party's Intellectual Property Rights.

15.bService Credits

If the service levels set out in the Service Level Schedule are not met, you may be entitled to service credits as described in that schedule. Service credits are your sole remedy for failure to meet the service levels.

We shall indemnify you against third-party claims alleging that the unmodified Subscription Services infringe Intellectual Property Rights, provided that such claim does not arise from:

• your Data;
• your modifications or misuse of the Subscription Services;
• Third-Party Services;
• use contrary to Documentation; or
• open-source or licensed components.

We shall have sole control of the defence and settlement.

You shall indemnify and hold us harmless from all claims arising from your Data, misuse of the Subscription Services, regulatory violations, or breach of this Agreement.

You may configure the Platform to suit your organisational processes.

Configuration may include:

• workflows;
• templates;
• document libraries; or
• reporting settings.

Unless otherwise agreed:

• configuration performed through the Platform remains part of the SaaS Environment; and
• underlying Platform Intellectual Property remains ours.

The Platform may include:

• templates;
• policy examples; or
• document libraries.

These materials are provided for general guidance only and should be reviewed before use in your organisation.

They do not constitute legal, business or professional advice.

Your subscription may include limits relating to, as set out in the Order Form:

• number of Authorised Users;
• storage capacity;
• document volumes; or
• system activity.

If usage exceeds these limits, we may:

• require an upgrade; or
• apply additional charges,

as set out in the Order Form.

We may suspend access to the Subscription Services where necessary to:

• prevent security risks;
• address illegal activity; or
• enforce the Agreement or any part of it.

Where reasonably possible, we will notify you before suspending access.

Your SaaS subscription continues for the subscription term specified in your Order Form.

Unless cancelled before the renewal date, subscriptions renew automatically for the same period.

In addition to the termination provisions in the General Terms, we may terminate Subscription Services if:

• Subscription Fees remain unpaid beyond 15 Business Days from written request for the Customer to make payment; or
• the Platform is used in violation of the Agreement.

We may update these SaaS Terms from time to time.

If we make material changes, we will notify you through the Platform or by Email.

The updated terms will take effect when they are published, unless a later date is specified.

Your continued use of the Subscription Services after the updated SaaS Terms take effect means you accept the revised terms.

The Order Form for your subscription is completed using the template below and, once accepted by us, forms part of these SaaS Terms.

Signature / Acceptance

25.aIntroduction

We, Nathan Digital, offer the service level commitments and support services for the Subscription Services as set out in the SaaS Terms and Order Form, to you, the Subscriber, as set out in this Service Level Schedule.

25.bDefinitions

• "3 Consecutive Months" means any three (3) Calendar Months occurring one after the other without interruption, which may span across two calendar years.
• "After three (3) consecutive incidents" means the same type of event, issue, or failure has occurred three (3) times in a row without any intervening period in which the event does not occur.
• "Availability" means that the core functionality of the Services is accessible and usable by the Subscriber.
• "Services" means the Subscription Services provided to you, the Subscriber, by us, Nathan Digital, as described in the SaaS Terms and Order Form.
• "Response times" means the timeframes for acknowledging issues and resolving them.
• "Resolution times" means the period between the time a support request is logged with the Provider and the time the issue is resolved, and the resolution is communicated to the Subscriber.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday observed in the jurisdiction as set out in the Jurisdiction Schedule.
• "Business Hours" means the hours between 08:00 and 17:00 local time of Nathan Digital's primary support operations, on a Business Day.
• "Calendar Month" means the period starting on the first day of a month and ending on the last day of the same month.

25.cService Availability

Nathan Digital guarantees that the Service will be available 99.9% of the time in any given Calendar Month, excluding Excused Downtime (see below). Should the Provider fail to meet this uptime commitment, the Subscriber may be entitled to Service Credits as set out in the Service Credits clause below.

For the purposes of calculating the Monthly Uptime Percentage, the following shall not be considered downtime ("Excused Downtime"):

• scheduled maintenance windows, provided that the Subscriber is given 72 hours' prior notice;
• emergency maintenance required to address critical security or performance issues;
• outages caused by factors outside Nathan Digital's reasonable control, including but not limited to internet service provider failures or delays, force majeure events, or Subscriber-side connectivity issues;
• downtime caused by the Subscriber's use of the Services in a manner not authorised under the SaaS Terms or this Service Level Schedule; and
• outages resulting from the acts or omissions of the Subscriber or any third party acting on the Subscriber's behalf.

25.dIncident Severity and Response Times

Nathan Digital will respond to user requests as set out below:

Failure to notify Nathan Digital within 24 hours of an incident may result in delays in diagnosing or resolving issues, and such delays shall not constitute Provider non-compliance with the Service Levels and will nullify service credit eligibility.

25.eIncident Reporting Procedure

25.fService Credits

If Nathan Digital fails to meet the 99.9% uptime commitment, the Subscriber is eligible for service credits:

Disclaimer:

• Total service credits in any given month shall not exceed 15% of the Monthly Fee.
• Service credits shall be the Subscriber's sole and exclusive remedy for failure to meet the Service Levels.
• Service credits shall not be cumulative and only the highest applicable credit shall apply for any given month.

The following also apply to Service Credits:

• Service Credits are applied to the next billing cycle.
• To receive a Service Credit, the Subscriber must submit a written request to their Nathan Digital Point of Contact ("POC") within thirty (30) days of the incident via the internal support ticketing system, and provide the dates and times of the outage as well as a description of the impact, ensuring that the incident reporting time frames have been adhered to.
• The Provider will verify the incident within fifteen (15) days.
• Failure to submit a timely claim waives the Subscriber's right to credits.

25.gSupport Services

Support is available via the internal support ticketing system for system-related issues, which will be responded to and resolved as set out in the Incident Severity and Response Times clause above.

25.hData and Security Privacy

• Nathan Digital maintains industry-standard security measures such as ISO 27001 compliance, GDPR compliance and AWS compliance, as more fully set out in the Privacy Policy.
• Data backups are performed every 6 business hours with a retention period of 7 business days for server backups and 30 business days for database backups.
• Subscriber Data is encrypted in transit and at rest using AWS KMS or server-side encryption (SSE) for S3 buckets and EBS volumes, as well as the AES-256 encryption algorithm to encrypt the database.
• Nathan Digital complies with all Applicable Data Protection Laws.

25.iResponsibilities

25.jTermination

Upon termination of the Subscription Services in terms of the SaaS Terms, Nathan Digital will assist with Data export for thirty (30) days, subject to the Subscription Plan.

25.kAmendments

Nathan Digital may update this Service Level Schedule with thirty (30) days' written notice to the Subscriber. Continued use of the Service constitutes acceptance of amendments made.