General Terms and Conditions

GENERAL TERMS AND CONDITIONS

Effective Date:01.09.2026
Version: 1.0

SA.1 Definitions

SA.2 Communication & Escalation

1. a.
   The Client shall designate a Project Manager in respect of each Agreement or Statement of Work and any communication in respect of an Agreement or Statement of Work shall be handled at first instance by the said Project Manager. The Client shall appoint, as Project Manager, a person who has the necessary experience and competence to assist with the Product/s and/or Services subject of the Agreement or Statement of Work. Any person nominated by the Client to act as Project Manager shall be subject to approval by the Service Provider. Any change in the Project Manager shall also be subject to prior approval by the Service Provider.

2. b.
   The Project Manager shall be authorised to give instructions, directions and approvals to the Service Provider in writing including by email and for this purpose the Client warrants and represents that the Client has obtained the necessary corporate authorisations granting the Project Manager the power to bind the Client.

3. c.
   Any change in Project Manager shall be without prejudice to any decisions, instructions or approvals already taken for granted by the previous Project Manager. Any such replacement Project Manager shall not be empowered to modify, revoke or restrict any decision, instruction or approval already granted by the previous Project Manager.

4. d.
   The Service Provider shall appoint a Consultant in respect of each Agreement or Statement of Work who shall serve as a point of contact and representative of the Service Provider. The Consultant shall be the personal responsible to liaise with the Project Manager.

5. e.
   In addition, each Party shall designate an Executive Manager who will have full disclosure and full knowledge of this Agreement. The Executive Manager shall receive all communications related to this Agreement and the Agreement or Statement of Work and shall be authorised to represent it in all related matters

6. f.
   All communication between the Project Manager and the Consultant shall be copied to the Executive Manager and shall be professional and ethical. Official communications will always be done by email, and both Parties agree to acknowledge the communication as soon as possible by replying to the email.

7. g.
   Both Parties agree that project communications (notes, process, specifications, minutes of meetings, questions and answers) that have not been answered in a useful manner will be deemed as accepted by the other Party if no substantive reply is forthcoming within 5 Business Days.

8. h.
   Both Parties agree that contractual communications (Phase submissions, approvals, change requests, payment related) that have not been addressed will be deemed as accepted by the other Party if no substantive reply is forthcoming within 10 Business Days.

9. i.
   Both Parties agree that in both the above cases there shall be at least one reminder sent to escalate the matter.

10. j.
    Escalation is important in order to prioritise and mitigate future issues. Both Parties agree that either Party may escalate a matter beyond the Project Manager to the Executive Manager in the event of no reply or repetitive failures during the Project.

SA.3 Approval Process

1. a.
   Each Agreement or Statement of Work issued under Annex 1 shall consist of six (6) Contractual Phases (as defined above or as otherwise specified in the respective Agreement or Statement of Work).

2. b.
   Submission: On completion of a Contractual Phase, the Service Provider shall submit, for approval, all the documentation or other deliverable pertaining to that Contractual Phase. In the event that, the Service Provider is unable to submit the full documentation or other deliverable due to the Client’s failure to respond to any project communication or contractual communication, the Service Provider shall submit the partial documentation or other deliverable for approval in satisfaction of the requirement under this paragraph b.

3. c.
   Client Approval: The Client shall submit its approval or otherwise within ten (10) Business Days from the receipt of the full or partial documentation or other deliverable in terms of the foregoing paragraph. For the avoidance of doubt, the approval by the Project Manager, in writing including by email, shall be deemed a Client approval in terms of this Agreement.

4. d.
   Client Refusal: Where the deliverable of a Contractual Phase is

1. i.
   exclusively documentation, the Client may refuse the documentation submitted within the above-specified time-frame only if the documentation falls short of the Industry Standard. The following shall be considered acceptable causes of failure: Documentation being unreadable; Incomplete content (except where partial documentation is allowed in accordance with paragraph b. hereof); Unclear content; and Wrong formatting.

2. ii.
   Software configuration, the Client may refuse the software submitted for approval if the software does not perform as intended (Intended Use); does not produce the results as it is programmed to do (Syntax or System bug); is not stable (resilience and stability); does not match the process documentation.

5. e.
   Service Provider Objection: The Service Provider shall be entitled to object to any Client refusal and request approval and immediate payment if:-

1. i.
   The documentation is according to the agreed delivery format agreed in the Prep Phase;

2. ii.
   The software has spelling mistakes which can be easily corrected;

3. iii.
   The Service Provider is using a different methodology or quality platform or measure than that agreed to in this Agreement of Prep Phase;

4. iv.
   The Service Provider replaces the members of the team who were involved in the preparation of the documentation;

5. v.
   The software is performing as it is intended to perform. Standard Functionality, Industry standard, Out of the Box; or

6. vi.
   The software is performing as it was configured to following a customisation by the Client.

6. f.
   Notwithstanding the internal approval process setup by the Client Parties agree that unless a formal objection is made by any side within10 Business from the submission of the documentation or other deliverable the Contractual Phase (in respect of which approval was requested) shall be deemed approved and payment in respect thereof shall be issued without undue delay.

SA.4 Payment Terms

Unless otherwise stated in the respective Agreement or Statement of Work:-

1. a.
   Any Products provided under Annex 2 shall be invoiced and payable as follows:-

1. i.
   One hundred percent (100%) on order for perpetual license products; or

2. ii.
   Annual upfront payment for subscription-based Product/s.

2. b.
   Any Products provided to the Client under Annex 5 shall be billed and payable one hundred percent (100%) on order.

3. c.
   Any Services provided in terms of Annex 1 with a value of less than twenty thousand Euro (€20,000) shall be invoiced and payable as follows:

1. i.
   Deposit: a deposit of thirty percent (30%) of the respective Agreement or Statement of Work Value shall be payable prior to the Start Date;

2. ii.
   Successful Phase Completion: The Client shall pay the remaining balance of the respective Agreement or Statement of Work Value in six (6) equal instalments. Each instalment to be paid upon successful completion of the six (6) Contractual Phases of implementation of the Agreement or Statement of Work.

4. d.
   Any Services provided in terms of Annex 1 with a value of twenty thousand Euro (€20,000) or greater shall be invoiced and payable as follows:-

1. i.
   Deposit: a deposit of ten percent (10%) of the Agreement or Statement of Work Value.

2. ii.
   Monthly Payment – a monthly payment shall be due and payable each month from the Start Date until the Final Date which monthly payment shall be calculated in accordance with the following formula: Monthly Payment = (Agreement or Statement of Work Value * 50%) / Project Duration).

3. iii.
   Successful Phase Completion: Upon successful completion of each of the six (6) Contractual Phases of the implementation of the Agreement or Statement of Work, the Client shall pay a sum to be calculated in accordance with the following formula: Successful Phase Completion = (Agreement or Statement of Work Value * 30%) / 6.

4. iv.
   Commissioning – the remaining balance of the Agreement or Statement of Work Value shall be due and payable on the End Date in addition to any other payments which may fall due on the same day. The payment shall be calculated in accordance with the following formula: Commissioning = Agreement or Statement of Work Value * 10%.

5. e.
   Any Change Authorisation shall be invoiced and payable fifty percent (50%) upon signature of the Change Authorisation and the remaining fifty percent (50%) on delivery.

6. f.
   Any other expenses incurred by the Service Provider to provide the Product/s and/or Service/s to the Client which expenses are agreed to but which are not included in the Agreement or Statement of Work Value shall be billed and payable at the end of each month.

7. g.
   The Service Provider will provide the Client with one invoice for each service covered per month. The invoice will include

1. i.
   The Client Number

2. ii.
   The Master Agreement Number

3. iii.
   The Agreement or Statement of Work Number

4. iv.
   The Date of Invoice

5. v.
   The Description of the service being invoiced

6. vi.
   The Value Excluding Taxes

7. vii.
   Taxes if any

8. viii.
   Final Value

SA.5 Standard – Industry – Out of the Box

1. a.
   Both Parties agree that the software and Products to be implemented support the legal localisation of the countries the software is intended to operate in.

2. b.
   The Client hereby agrees that processes exercised and used internally are by no means Industry Standard or Out of the Box Functionality and therefore cannot claim such. Moreso, the Service Provider cannot be made to implement functionality in the software if the provider purchased further licenses during the project, unless agreed so in the scope of work.

SA.6 Service Levels

1. a.
   Service Level Agreement: These GTCs outline the Service Level Agreement (“SLA”) between the Parties in respect of the provision of Service/s and/or Product/s in terms of any Agreement or Statement of Work. In particular, this Section SA.6 and SA.7 outline the performance parameters and quality of service to be provided by the Service Provider to the Client.

2. b.
   Service Level Delivery: All support services will be provided 24hours, 7days, 365days a year. Scheduled maintenance will take into consideration the Client location and work calendar. The Service/s within this Agreement will be delivered by the Service Provider operations offices and by Service Provider staff.

3. c.
   Response Times:

1. i.
   In the event that a problem occurs in the Service Provider Data Centre and such problem is detected by the Service Provider or reported by the Client, the Service Provider shall use its best endeavours to repair and restore the affected Core Service within the following Response Times:

* Please note that these Response Times do not apply to any Events that have been caused by any act or omission on the part of the Company, its employees, agents, subcontractors, or caused by Company's Equipment or any Force Majeure event.

2. ii.
   in the event of service incident management tickets, a response time will be maintained as follows

Note: If a final resolution is considered “far reach” and subsequently the Service Provider is able to provide an interim resolution, then that interim solution is taken as the final resolution[1].

3. iii.
   Each incident will be managed through the following service model

4. iv.
   For every ticket opened by the Client, the Service Provider will provide an estimate (Response SLA + Identification of Problem).

4. d.
   Limitations: Hours will be calculated on man hours and not service or ticket hours. When a ticket is opened by the Client and such is considered a project by the Service Provider team, the ticket will be removed from the support queue and placed in the project queue. For clarification purposes, maintenance works will not be organised as a Project.

5. e.
   Every ticket will be supported with a Job Specification. The job specification will be provided by the Service Provider. The job specification needs to be approved by the Client in order to progress.

6. f.
   Closing a ticket: A consultant will flag a ticket for closure upon completion of his works.

7. g.
   The Client shall have five (5) calendar days (excluding weekend and Public Holidays) to provide feedback. A ticket that has no feedback is considered successfully closed the hours of support charged accordingly.

8. h.
   All Client responses will be handled within the SLA of the incident level. For the sake of clarity: Client Opens Ticket <Counting SLA TIME> Consultant Updates Ticket as Acknowledged < Counting Identification of Problem> Consultant provides Estimate <TIME STOPS> Client Provides PO <TIME Counts from DATE and TIME of RECEIPT in Email> Consultant provides JOB Specification <TIME STOPS> Client Signs Job Specification<TIME COUNTS>Consultant Flags Job Finished <TIME STOPS, 3DAYS COUNT>

1.Client Responds <TIME COUNTS>

2.Client does not respond <Service Provider invoice>

SA.7 Security & Data Protection

1. a.
   Perimeter & System Access:

1. i.
   Physical Access to Data Centre. The data Centre is operated and maintained to ISO 27001 quality standard. Access to the data centre is limited and managed. All correspondence should be primarily addressed to Datacentre@datatech.com.mt.

2. ii.
   Access to systems. The Service Provider assigns specialists depending on the equipment and system in this agreement. All staff are trained in the quality standard ISO9001 and ISO27001. Service provider employees and associates are covered by indemnity agreement and data protection clause.

3. iii.
   Access to Application is provided by the Service Provider or his authorized representative. All staff are trained in the quality standard ISO9001 and ISO27001. Service provider employees and associates are covered by indemnity agreement and data protection clause.

4. iv.
   The Client, or its representative/s will not have access to the system unless a prior written approval is provided by the Service Provider. Access to the system whether physical or virtual will only be provided upon verification of any request. All requests for Access will be treated individually and will be supported by a verification process, which may include verbal or written supporting documentation form authorized Client officials. 

2. b.
   Systems Security – Systems and Applications: The Service Provider will install, implement, configure and maintain all systems according to manufacturing installation and operation recommendations. The systems will be reviewed from time to time to make sure that security recommendations, flaws in design, setup and configuration are mitigated.

3. c.
   Password Management: The Service Provider and the Client will agree and  implement a password management policy. Admin or Service Passwords of the systems will be managed by the Service Provider alone and deposited at its legal representative for the duration of the Contract.

4. d.
   Bulk Data Transfer: The Client may ask for a bulk transfer of data from time to time. The Client will make this request in writing. This request is subject to authorization. As per our ISO27001 standards no data can be physically transferred and therefore the Service Provider will place the bulk data in an accessible place for the Client to transfer electronically. The transfer of the data will be encrypted. Upon first access to the bulk data repository, the Company will automatically assume full responsibility for that data.

5. e.
   Operational Event Logging: The Service Provider aims to immediately detect any problems or faults in any of the Core Services listed above. The Service Provider will notify the Client immediately of any of the following events that may have affected the Core Services being provided to the Client:

1. i.
   Disasters/Calamities (explosions, fire, flood, accidents etc)

2. ii.
   Theft and burglary

3. iii.
   Power failures

4. iv.
   Cooling failures

5. v.
   System Performance

6. vi.
   System Storage

Any faults will be notified to the Client and will be logged by Service Provider. Any faults or problems detected by the Client must be immediately reported by the Client (and in any event within 24 hours) to the Service Provider Network Operations Centre ("NOC") using the telephone number provided to the Client by Service Provider. The fault or problem will then be logged by the NOC and the Company will receive a Trouble Ticket number. This ticket number will form the basis of all follow-up actions as specified in this SLA.

6. f.
   Operational Incident Management: In the case of incidents, the Service Provider will invoke a Disaster Recovery and Business Continuity plan according to the incident impact. A business continuity will be equally measurable to the incident impact. The Service Provider will provide the Client with a full investigation report of the incident. Depending on the impact of the incident, the Service Provider may also engage 3rd party independent suppliers to support in the incident investigation. An Incident will be reported as follows:-

1. i.
   Date Of Incident

2. ii.
   Date Of Incident discovery

3. iii.
   Description of Incident

4. iv.
   Root Cause of Incident

5. v.
   Counter Measures Taken to Mitigate Incident

6. vi.
   Long Term measure to eliminate or reduce Incident recurrence

The Service Provider will endeavour to complete all investigation of an incident within 3 months of the incident.

7. g.
   Maintenance & Upkeep: The Service Provider carries out most of its maintenance on Friday from 2100 to 0500. During this time, systems will be taken offline.

8. h.
   Service Incident Management: The Service Provider operates an incident management system. You may reach us on:

support@datatech.com.mt

9. i.
   Visits & Auditing:

1. i.
   Client Access to the Data Centre: The Service Provider operates a strict only 1 Client at any time visit. Furthermore, the Service Provider will provide access to any legal authority operating in Malta that has provided a valid authorisation to enter the data centre. The Service Provider will only recognise the validity of such a request through verification by its legal department. If the Service Provider cannot verify that a request to visit the Data Centre is genuine or legitimate, the Service Provider will require to validate the request through its Legal Department.

2. ii.
   Client Access to the Data Centre for Auditing purposes: Client shall have the right to visit the data centre and to carryout annual audits of the Data Centre operations pertaining their information security management systems. The Client is not permitted to take photos of the data centre or any equipment within. Only the Service Provider personnel are authorised to take photos. The Client may make arrangements for such photos to be taken and then transferred by contacting the Service Provider authorized personnel.  The Client will make arrangements at least 2 working days before the audit takes place. This is done to make sure that no other Client is present in the Data centre during the audit.

3. iii.
   Client Access to the Data Centre for operation purposes: Client access to the data centre is restricted to Clients who have co Located equipment. The Client may appoint up to 2 people that are authorised to visit and enter the data Centre. Client who have IAAS or SAAS solutions shall not be given physical access to the Data Centre.

10. j.
    Premises

The Client shall, at its own cost and expense, make available office space within the country where the Products and/or Services are to be provided which office space shall be sufficient to accommodate at least four (4) members of the Service Provider’s personnel and which shall be fully furnished, functional and equipped with all necessary amenities and services including, in particular, a reliable and fast internet connection and printing facilities.

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