Software Licence, Maintenance & Hosting Agreement

This Agreement establishes the terms under which the Provider grants the Customer a licence to use EPSSP and may provide maintenance, technical support, managed hosting and related services.

EPSSP supports employee records, payroll processing, statutory deductions, payslips, reports and workforce information. The package, licensed version, users, deployment arrangement, fees and services are documented in an order form, quotation or invoice.

Upon receipt of the agreed licence fee, the Provider grants the Customer a non-exclusive, non-transferable licence for internal organisational operations.

This licence is a one-time purchase and is perpetual for the licensed version, subject to this Agreement.

Purchasing a licence does not transfer ownership of EPSSP software, source code, architecture, branding, documentation or intellectual property.

Maintenance is a separate quarterly or yearly service when specified in an order form. It may include updates, bug fixes, compatibility updates, technical assistance and functional guidance.

Maintenance may be renewed before or after expiry. When maintenance expires, the licensed version remains usable, but updates and technical support under that arrangement are suspended.

Major new versions, optional modules or additional functionality may require separate commercial terms.

Managed hosting is separate from the one-time licence and maintenance fees. Where purchased, the Provider may host and operate the Customer’s EPSSP environment using infrastructure selected by the Provider.

Hosting fees, billing frequency, resource limits and conditions are specified separately. Reasonable efforts will be made to maintain availability, but uninterrupted availability is not guaranteed.

Specific uptime commitments, service credits or recovery targets require a separate service-level agreement.

The Customer may purchase or arrange a supported private deployment in infrastructure controlled or selected by the Customer.

The Customer is responsible for infrastructure, operating environment, network access, backups and assigned operational duties. Provider access is limited to support or maintenance access expressly authorised by the Customer.

The Customer retains ownership and control of its business records and information entered into EPSSP, including employee records, payroll information, payslips and reports.

The Provider may access or process Customer data only as reasonably necessary to operate software, deliver contracted services, maintain systems, investigate technical issues, provide support or meet legal obligations.

Licence, maintenance, hosting and additional service fees are determined by the applicable quotation, order form or invoice and are due according to those terms.

The customer is responsible for applicable taxes and authorised payment instructions except where documented otherwise.

Each Party shall protect confidential information appropriately and use it only to perform or benefit from the Agreement.

The Provider shall apply reasonable technical and organisational safeguards. The Customer shall protect passwords, access rights, connected infrastructure and system configurations.

Where EPSSP processes personal information on behalf of a Customer, the Customer acts as data controller and EPSSP acts as data processor, unless another role is expressly documented.

Processing shall be limited to instructions reasonably necessary to provide and support the contracted services.

Support is provided according to the Customer’s active maintenance arrangement or separate support agreement.

Support may include agreed channels, operating hours, response procedures and technical assistance. It may exclude training, custom development, unrelated third-party infrastructure, recovery from customer-caused loss and unauthorised modifications unless separately agreed.

The Provider will make reasonable efforts to ensure EPSSP operates substantially in accordance with its documented functionality.

Except as expressly stated and to the extent permitted by law, services are not unconditionally guaranteed to be uninterrupted, error-free or suitable for every business requirement.

The Customer remains responsible for reviewing payroll, financial, employment and statutory outputs before acting.

To the extent permitted by law, neither Party is liable for indirect or consequential losses arising from this Agreement. An agreed financial liability cap should be recorded in an order form or negotiated agreement.

Nothing limits liability for fraud, wilful misconduct or liability that cannot lawfully be limited. The Provider is not responsible for losses caused by inaccurate Customer information, unauthorised account use or infrastructure outside its agreed responsibility.

The Provider may suspend affected services for a material security threat, unlawful use, serious misuse or non-payment of separately contracted services subject to applicable requirements.

Suspension or termination of one service does not automatically extinguish the Customer’s lifetime licence or terminate independent arrangements.

A material breach may lead to termination after written notice and a reasonable opportunity to remedy, subject to the relevant service terms.

The Provider may improve, update or modify EPSSP. Changes materially affecting contracted rights or purchased services shall be handled according to the licence and service terms.

Updates or service changes shall not remove an already granted lifetime right to use the licensed version.

Neither Party is liable for failure or delay caused by circumstances reasonably beyond its control, including natural disasters, widespread network failures, war, civil unrest, government restrictions or major infrastructure failures. The affected Party shall take reasonable steps to reduce impact and resume performance.

The Parties shall first attempt to resolve disputes through good-faith discussions.

Where a dispute cannot be resolved, either Party may use competent courts of the Republic of Ghana or a written alternative dispute-resolution arrangement.

This Agreement is governed by the laws of the Republic of Ghana.

This Agreement, applicable order forms, service schedules and signed Data Processing Agreements constitute the agreement concerning licensed software and contracted services.

Amendments must be documented and accepted by both Parties. Unenforceable provisions do not invalidate the remaining provisions.

By signing this Agreement or accepting it through an authorised electronic process, each Party confirms that it has read, understood and agreed to its terms.