This document is published in jurisdiction-specific versions. Please choose the version applicable to your contract with Munivers. Provisions including governing law, business-day calendar, indexation index, statutory references and country-specific terms vary by jurisdiction.
The Munivers Software Subscription Agreement governs your subscription to and use of the Munivers municipal management platform.
Jurisdiction: Canada Australia England and Wales
In this Software Subscription Agreement (SSA), capitalised terms and phrases have their defined meaning as set out below, unless the context provides otherwise:
Agreement means the contractual agreement formed by executing an Order Form, including this Software Subscription Agreement and any documents incorporated by reference.
Application means the MUNIvers software application and its constituent modules and code (plus any subprocessor applications required for their ordinary operation) which has been produced by MUNIvers to interoperate with the Salesforce Platform.
Business Day means a day which is not a Saturday, Sunday or public holiday in Vancouver, British Columbia.
Commencement Date means the date specified as such on the Order Form, or if no date is specified then the date the last party to execute the Order Form does so.
Customer means the party identified as such purchasing a subscription to the Application on an Order Form.
Customer Data means the electronic data and information submitted or uploaded by (or on behalf of) the Customer to the Salesforce Platform (including through the Application), while that data is resident on the Salesforce Platform. Customer Data does not include the Application itself, any content or data provided by Salesforce as part of the Salesforce Platform, or any third-party applications.
Fees means all fees payable by the Customer to MUNIvers under the Agreement, as set out on the Order Form, including the Annual Fees and any one-time or ancillary charges.
Annual Fees means the recurring annual subscription fees payable by the Customer to MUNIvers for each Subscription Year, as set out on the Order Form.
MUNIvers means the MUNIvers Entity identified on the Order Form.
Order Form means the document by the same name incorporating this Agreement by reference and executed by the parties.
Salesforce means the relevant Salesforce company, defined as ‘SFDC’ in the SFTOU, which corresponds to the domicile of the MUNIvers entity identified on the Order Form that is a party to this Agreement.
SFTOU means the SFDC Terms of Use (*Applies to OEM Partners) published by Salesforce as at the date of execution of the Order Form (accessible from https://www.salesforce.com/company/legal/partner-agreements/, see this direct link or any replacement terms published on Salesforce.com for the purposes of incorporation into any Updated Terms).
Salesforce Platform means the Platform-as-a-Service (PaaS) service provided by Salesforce for hosting, data processing, storage and security services upon which the Application is hosted for the benefit of the Customer’s end users under this Agreement.
Org means a logically separated instance of the Salesforce Platform provisioned for the Customer’s exclusive use, comprising the Customer Data, configuration and user access controls. Each Org operates as an independent environment within the Salesforce Platform’s multi-tenant infrastructure.
Shared Org means an Org in which both the Application and any service subscription purchased by the Customer from Salesforce (or from any reseller other than MUNIvers) are provisioned.
Updated Terms means any amendment to the terms of this Agreement (including any updated version of the SFTOU published by Salesforce) that MUNIvers notifies to the Customer in accordance with the Fee Adjustments on Renewal section.
Support Service means the support service provided by MUNIvers to the Customer under this Agreement, as described in the Support Services Article.
Documentation means:
in relation to the Application, the user guides, help articles, release notes and technical documentation published by MUNIvers and made available to the Customer (whether via an online help centre, the Application itself, or otherwise); or
in relation to the Salesforce Platform, it has its meaning as defined in the SFTOU.
Intellectual Property Rights means all rights in patents, trade marks, copyright, designs, trade secrets, know-how, confidential information, database rights and analogous rights, whether registered or unregistered, in any jurisdiction.
Subscription Year means each successive twelve (12) month period commencing on the Commencement Date and each anniversary thereof.
Assessable Properties means the number of rateable properties recorded on the Customer’s official municipal assessment roll, as at the most recent annual roll date preceding the relevant reference date.
Utility Accounts means the number of active utility service accounts on the Customer’s records as at the most recent record date preceding the relevant reference date.
Pricing Band means the pricing tier applicable to the Customer as set out on the Order Form, determined by reference to the Customer’s Assessable Properties (and, where Utility Billing is included in the subscription, its Utility Accounts) against the band thresholds specified on the Order Form.
Other defined terms in the Order Form or in the remainder of this Agreement have their meaning derived from context wherever provided.
In the Agreement, unless the context explicitly provides otherwise:
references to an agreement means the Agreement and includes any schedules, annexures or attachments, references to a party means a party to the Agreement, references to a party includes that party’s successors, permitted substitutes or permitted assigns, and references to an Article or section is to an Article or section in the Agreement;
words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, words denoting one gender include all genders, the singular includes its plural and vice versa, varying grammatical forms of defined words or phrases have their corresponding meanings, and words such as ‘including’ or ‘for example’ do not limit the meaning of the words preceding or following them;
references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation and references to any agreement or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;
if the day on (or by which) anything is to be done or the day on which something occurs, is not a Business Day, then it must only be done, or it is deemed to have occurred, on the next Business Day, and a reference to time is to the time in Vancouver, British Columbia;
references to currency are to the currency specified on the Order Form; and
nothing in the Agreement is to be interpreted against a party solely on the ground that the party or its advisers drafted it, and headings, or a reference to an Article or section by its heading, are used for convenience only and the wording of the heading does not affect interpretation.
The Subscription, Licence and Acceptable Use, Disclaimer of Implied Warranties, Data Protection, Intellectual Property, Liability, Payment Terms, Pricing Bands and Adjustments, Sales Taxes and Sole Remedy for Support Service Level Failures Articles, together with any other provisions required for their proper operation, survive termination or expiry of the Agreement for any reason.
To the extent of any inconsistency or conflict between the documents forming the Agreement, the following order of precedence applies (highest to lowest):
the Order Form;
this Software Subscription Agreement; and
documents incorporated by reference (including the SFTOU).
This Agreement governs the Customer’s purchase of an ongoing subscription to licence, access and receive support for the Application (also named ‘MUNIvers’), which is a software application built on the Salesforce Platform and designed to assist municipal government entities manage property rates, utility billing, taxes/levies, citizen outreach and associated services.
MUNIvers is a software application comprised of source code and organised into modules designed to be installed and run on the Salesforce Platform. It also integrates with other applications to deliver certain functionality, provided by subprocessors (see the Subprocessors section for more information about subprocessors).
The MUNIvers Application runs within and depends upon the Salesforce Platform to provision server and database resources for the delivery of its functionality to Customer end users. Salesforce is the principal subcontractor for hosting, data processing, storage and security features. MUNIvers is the developer of the Application, provides the Support Service, and is the principal contractor and reseller of the Salesforce Platform.
Under this Agreement, the Customer purchases a subscription and receives a non-exclusive, non-transferable, revocable and limited-purpose licence to access the Application subject to the Acceptable Use Provision section below. It also receives access to the Support Service, and limited access to the Salesforce Platform subject to the SFTOU.
The SFTOU is incorporated by reference into this Agreement and applies as though it was set out here fully. The Customer must agree to the terms of the SFTOU in Order to enter into this Agreement. Salesforce may enforce any term of the SFTOU as a third-party beneficiary directly against the Customer.
make the Application or the Salesforce Platform available to, or use them for the benefit of, anyone other than the Customer or its authorised users, or to sell, resell, license, sublicense, distribute, rent or lease the Salesforce Platform or Application, or include either of them in a service bureau or outsourcing offering;
use the Application or Salesforce Platform to store or transmit material that is infringing, defamatory or otherwise unlawful, or to store or transmit malicious code;
interfere with or disrupt the integrity or performance of the Application, the Salesforce Platform or use any part of either of them to gain unauthorised access to any computer network or infrastructure;
access or use the Application or Salesforce Platform in a way that circumvents a contractual usage limit;
copy the Application or any part, feature, function, graphic or user interface thereof (including into a Salesforce Org not authorised in writing by MUNIvers), or access the Application or Salesforce Platform in order to build a competitive product or service, or to benchmark against a non-MUNIvers product or service;
frame or mirror any part of the Application or the Salesforce Platform, other than framing on the Customer’s own intranet(s) for its own internal business purposes; and/or
reverse engineer, decompile or disassemble the Application or any part(s) of the Salesforce Platform (to the extent such restriction is permitted by applicable law).
Without limiting MUNIvers’ other rights or remedies at law or under the Agreement, MUNIvers may immediately suspend the Customer’s access to the Application (in whole or in part) if MUNIvers reasonably determines that:
the Customer has breached the Acceptable Use terms set out in the Acceptable Use Provision section above;
the Customer’s use of the Application poses a security risk to the Application, the Salesforce Platform or any third party;
suspension is required to comply with applicable law, or is required by Salesforce as a result of a security concern, compliance investigation, or the Customer’s breach of the SFTOU; or
the Customer is in breach of any of its payment obligations under the Agreement.
The types and quantities of Salesforce Platform subscriptions, user licences, storage entitlements and other platform resources specified on the Order Form are the Customer’s contractual usage limits for the purposes of this Agreement and the SFTOU. The Customer is responsible for monitoring its own usage and must not exceed those limits, whether or not the Salesforce Platform technically prevents excess usage.
If the Customer’s usage exceeds a contractual usage limit, or if Salesforce audits the Customer’s environment and identifies that the Customer has used a Salesforce Platform subscription in a manner or quantity not authorised by this Agreement, the SFTOU or the Order Form, MUNIvers may order additional platform resources or upgraded subscriptions on the Customer’s behalf to bring the Customer’s usage into compliance. The Customer authorises MUNIvers to do so and must pay for any additional or upgraded resources at MUNIvers’ then-current list pricing, calculated from the date on which the non-compliant usage commenced.
The Customer indemnifies MUNIvers against any fees, costs, penalties or charges that MUNIvers incurs to Salesforce as a result of the Customer’s breach of its usage limits or use restrictions under this Agreement, the SFTOU or the Order Form.
MUNIvers warrants that during the Initial Term and any Renewal Term, the Application will perform materially in accordance with its Documentation. For the avoidance of doubt, this warranty applies only to the Application and does not extend to the Salesforce Platform or any features or functionalities provided by Salesforce.
MUNIvers warrants that during the Initial Term and any Renewal Term, it will procure from and enforce against Salesforce that it will:
not materially decrease the overall features and functionalities of the Salesforce Platform; and
use commercially reasonable efforts to make the Salesforce Platform available to the Customer on a continuous basis, except for planned downtime and unavailability caused by circumstances beyond Salesforce’s reasonable control.
In the event of a breach of the warranties in this Article, the Customer’s sole and exclusive remedy, and MUNIvers’ entire liability, will be the provision of the Support Service to repair, replace or otherwise correct the non-conformity.
Except as expressly provided in this the Warranty Article, MUNIvers makes no representation or warranty of any kind whether express, implied, statutory or otherwise, and specifically disclaims all implied representations and warranties, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
In the case of statutory warranties or guarantees which cannot be excluded by law but which may be limited, MUNIvers’ liability for services provided under this Agreement shall be limited to:
the supplying of the services again; or
the payment of the cost of having the services supplied again.
Salesforce maintains administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data while it is resident on the Salesforce Platform. Those safeguards include measures designed to prevent unauthorised access to or disclosure of Customer Data (other than by the Customer or its authorised users) and are described in the Documentation.
MUNIvers will maintain appropriate administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data accessed or processed by the Application. Those safeguards will be proportionate to the nature and sensitivity of the Customer Data processed and will include access controls ensuring that MUNIvers personnel access Customer Data only as necessary to provide the Application, the Support Service, or to prevent or address service or technical problems, or at the Customer’s request in connection with support matters.
The Customer acknowledges that MUNIvers will have access to the Customer’s Org and Customer Data as necessary to administer, configure and support the Application, including through Admin User subscriptions. MUNIvers will not modify Customer Data except as necessary to provide the Application or the Support Service, or where expressly permitted by the Customer.
The Customer is responsible for:
the accuracy, quality and legality of Customer Data, the means by which the Customer acquired Customer Data, and the Customer’s use of Customer Data with the Application;
protecting the security of usernames, passwords and any other access credentials associated with the Application, including implementing policies and procedures to prevent unauthorised use of those credentials;
promptly notifying MUNIvers if the Customer suspects that any access credentials have been lost, stolen, compromised or misused;
using the Application only in accordance with this Agreement, the SFTOU, the Documentation, and any applicable Salesforce usage policies (including the Acceptable Use and External Facing Services Policy); and
using commercially reasonable efforts to prevent unauthorised access to or use of the Application, and notifying MUNIvers promptly of any such unauthorised access or use.
If MUNIvers becomes aware of any event that it reasonably believes constitutes unauthorised access to, disclosure of, use of, or damage to Customer Data (a Security Breach), MUNIvers will:
notify the Customer of the Security Breach without undue delay and in any event within seventy-two (72) hours of becoming aware of it, providing all relevant details available at the time (except details that could compromise the security of data belonging to other customers or the integrity of an ongoing investigation); and
use commercially reasonable efforts to mitigate any harmful effect of the Security Breach.
The Application transmits or processes certain Customer Data outside the Salesforce Platform through the third-party services identified below (each a Subprocessor).
| Subprocessor | Purpose | Customer Data transmitted |
|---|---|---|
| PDF Butler (CloudCrossing BV, Belgium) |
PDF generation for system-generated invoices, statements and notices. | Recipient name and address, account identifiers, billing amounts. Not retained after processing. |
| Worldpay for Platforms (Payrix Solutions, LLC, New York) |
Payment processing for pre-authorised debits and card transactions. | Transaction and payment instrument data required to process the payment. |
| Microsoft Azure Cloud | Hosting of the ‘Bulk Engine’ a microservice that performs financial processing for the Application and feeds data back to it on the Salesforce Platform | All financial and personal data submitted for processing (for instance, the generation of individual rates balances) |
| Avepoint | Automated backup solution | All data submitted for the purposes of automated archival/redundancy backup |
MUNIvers may update the Subprocessors listed above from time to time by giving the Customer not less than thirty (30) days’ prior written notice. If the Customer reasonably objects to a new Subprocessor on data protection grounds, the Customer may notify MUNIvers in writing within that notice period and the parties will discuss the objection in good faith.
The Customer’s use of Salesforce Shield (including Platform Encryption and customer-managed encryption keys) is subject to the product-specific terms in the Product Terms Article, including the Customer’s sole responsibility for the management and security of customer-managed encryption keys. The data protection obligations in this Article do not extend to loss of Customer Data caused by the Customer’s deletion, destruction or misplacement of a customer-managed encryption key.
MUNIvers owns and retains all right, title and interest (including all Intellectual Property Rights) in and to the Application, including any modifications, improvements or derivative works, regardless of whether they incorporate suggestions or feedback from the Customer.
The Customer owns and retains all right, title and interest in and to Customer Data. The Customer grants MUNIvers a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and otherwise process Customer Data to the extent necessary to provide the Application and perform its obligations under this Agreement.
Nothing in this Agreement transfers ownership of any Intellectual Property Rights from one party to the other. The licences granted under this Agreement do not confer any right of ownership.
The Application incorporates certain open source software components. The applicable open source licences are identified in the Documentation.
If the Customer provides suggestions, ideas, enhancement requests, recommendations or other feedback relating to the Application (collectively, Feedback), MUNIvers may use, copy, modify, create derivative works of and otherwise exploit such Feedback for any purpose without restriction or obligation to the Customer. The Customer grants MUNIvers a worldwide, perpetual, irrevocable, royalty-free and fully sublicensable licence to use any Feedback in connection with the development, improvement, marketing and operation of MUNIvers’ products and services. Feedback is not Customer Data and is not the Customer’s confidential information.
Each indemnity in this Article is conditional on the party receiving the benefit of that indemnity (the Indemnitee):
promptly giving the indemnifying party (the Indemnitor) written notice of the relevant claim;
giving the Indemnitor sole control of the defence and settlement of the claim, except that the Indemnitor may not settle any claim unless it unconditionally releases the Indemnitee of all liability; and
giving the Indemnitor all reasonable assistance, at the Indemnitor’s expense.
MUNIvers will defend the Customer against any claim, demand, suit or proceeding made or brought against the Customer by a third party alleging that the Customer’s authorised use of the Application or the Salesforce Platform under this Agreement infringes that third party’s patents, trade marks, copyright or design rights (an IP Claim Against Customer), and will indemnify the Customer from any damages, reasonable legal costs and expenses finally awarded against the Customer as a result of, or for amounts paid by the Customer under a settlement approved by MUNIvers in writing of, an IP Claim Against Customer, provided that the Customer complies with the Indemnification Procedure in the Indemnification Procedure section.
If the Application or the Salesforce Platform becomes, or in MUNIvers’ reasonable opinion is likely to become, the subject of an IP Claim Against Customer, MUNIvers may at its option and expense:
modify the Application or procure a modification to the Salesforce Platform so that it no longer infringes, without materially reducing the overall features and functionalities of the Application;
obtain a licence for the Customer’s continued use of the Application or the Salesforce Platform in accordance with this Agreement; or
if neither of the above is commercially practicable, terminate the Agreement (or the affected portion) upon written notice and refund to the Customer any pre-paid Annual Fees for the unexpired portion of the then-current subscription term.
MUNIvers will have no obligation under this Article to the extent an IP Claim Against Customer arises from:
the Customer’s use of the Application or the Salesforce Platform in breach of this Agreement or the SFTOU;
modification of the Application by any party other than MUNIvers (or its authorised contractors);
combination of the Application with products, services, data or business processes not provided or authorised by MUNIvers, where the infringement would not have occurred but for the combination; or
Customer Data.
The Customer will defend MUNIvers against any claim, demand, suit or proceeding made or brought against MUNIvers by a third party alleging that Customer Data, or the Customer’s use of the Application or the Salesforce Platform in breach of this Agreement or the SFTOU, infringes that third party’s patents, trade marks, copyright or design rights, or violates applicable law (an IP Claim Against MUNIvers), and will indemnify MUNIvers from any damages, reasonable legal costs and expenses finally awarded against MUNIvers as a result of, or for amounts paid by MUNIvers under a settlement approved by the Customer in writing of, an IP Claim Against MUNIvers, provided that MUNIvers complies with the Indemnification Procedure in the Indemnification Procedure section.
This Article states each party’s sole liability to, and the other party’s exclusive remedy against, the other party for any IP Claim Against Customer or IP Claim Against MUNIvers arising out of or in connection with this Agreement.
Subject to the Exceptions section and the Data Protection Super Cap section, the total aggregate liability of MUNIvers to the Customer arising out of or in connection with the Agreement (including under the SFTOU), whether in contract, tort (including negligence), under statute or otherwise, will not exceed an amount equal to the Fees actually paid by the Customer to MUNIvers under the Agreement in the twelve (12) month period immediately preceding the first event giving rise to the relevant liability (the Liability Cap).
The Liability Cap does not apply to MUNIvers’ liability arising from a breach of its obligations under the Data Protection Article of this Agreement. Instead, MUNIvers’ total aggregate liability for all claims arising from a breach of its obligations under that Article will not exceed the greater of:
two (2) times the Liability Cap; or
three hundred thousand dollars ($300,000),
(the Data Protection Super Cap).
MUNIvers will not be liable to the Customer for any:
loss of revenue, loss of profit, loss of anticipated savings or business opportunity;
loss of Customer Data, except to the extent the loss arises from a breach by MUNIvers of its obligations under the Data Protection Article in which case MUNIvers’ liability is subject to the Data Protection Super Cap;
loss of goodwill or reputation;
loss or damage that is indirect, consequential or special; or
exemplary, punitive or aggravated damages,
arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, even if MUNIvers has been advised of the possibility of such loss or damage.
Nothing in this Article limits or excludes:
liability which cannot be limited or excluded by applicable law;
liability for fraud or wilful misconduct; or
either party’s indemnification obligations under the Third-Party Intellectual Property Indemnity Article.
The Customer acknowledges that:
the Annual Fees payable under the Agreement have been calculated on the basis of the limitations and exclusions of liability set out in this Article, and that those limitations and exclusions represent a reasonable allocation of risk between the parties;
MUNIvers’ ability to deliver the Application and the Support Service depends in part upon the Salesforce Platform, which is provided by Salesforce as a principal subcontractor, and that MUNIvers’ liability for any failure, outage or deficiency in the Salesforce Platform is subject to the limitations in this Article and the SFTOU; and
to the extent permitted by law, MUNIvers will have no liability to the Customer for any act, omission, failure, suspension or termination by Salesforce of the Salesforce Platform, except to the extent that MUNIvers has a corresponding right of recovery against Salesforce and actually recovers such amount, in which case MUNIvers will pass through the recovered amount to the Customer (net of MUNIvers’ reasonable costs of recovery).
This Agreement commences on the Commencement Date and continues for the period specified on the Order Form (the Initial Term) unless terminated earlier in accordance with its terms.
Subject to any Updated Terms or Updated Pricing, after the Initial Term, the Agreement will automatically renew for successive twelve (12) month terms (each a Renewal Term), unless:
either party provides the other party with written notice of termination at least sixty (60) days prior to the expiration of the Initial Term or, if applicable, the then-current Renewal Term, in which case the Agreement will terminate upon expiry of that Initial Term or Renewal Term (as the case may be); or
the Customer is in breach of any of its payment obligations under the Agreement, in which case MUNIvers may terminate the Agreement effective at the expiry of the Initial Term (or if applicable, the then-current Renewal Term) without limiting its other legal rights.
MUNIvers may terminate the Agreement immediately by written notice to the Customer if the Customer (or any of its authorised users):
breaches the Acceptable Use terms set out in the Acceptable Use Provision section;
breaches or causes MUNIvers to breach any term of the SFTOU;
uses the Application or the Salesforce Platform in a manner that poses a security risk to the Application, the Salesforce Platform, or any other customer of MUNIvers or Salesforce;
engages in conduct that, in MUNIvers’ reasonable opinion, is likely to cause Salesforce to suspend, restrict or terminate MUNIvers’ access to the Salesforce Platform or to the services provided to MUNIvers under its agreement with Salesforce;
is in violation of applicable anti-corruption, export control or economic sanctions laws or regulations in connection with the Application or the Salesforce Platform;
is in persistent breach of its payment obligations under the Agreement and the breach is not remedied within thirty (30) days’ notice.
Upon termination or expiry of the Agreement for any reason:
the Customer must immediately cease use of the Application and the Salesforce Platform;
MUNIvers will make Customer Data available for export in accordance with the Customer Data on Termination section; and
any provisions expressed to survive termination, and any accrued rights or obligations (including payment obligations for the period up to and including the date of termination), will continue in full force and effect.
Upon expiration or termination of this Agreement:
the Customer may export its Customer Data from the Salesforce Platform in accordance with the Documentation, prior to the effective date of termination;
following expiration or termination, Salesforce will delete Customer Data in accordance with the Documentation (which provides for a post-termination retention period during which the Customer may request a copy of its Customer Data, after which Customer Data is permanently deleted); and
MUNIvers will delete or destroy any copies of Customer Data in its possession or control (other than copies retained on the Salesforce Platform, which are governed by the preceding sub-section), except to the extent that retention is required by applicable law, in which case MUNIvers will continue to protect such retained data in accordance with the Agreement.
The Customer acknowledges that Customer Data stored in custom fields provisioned as part of the Application may not be retained by Salesforce following termination of the underlying service order between MUNIvers and Salesforce associated with the Customer. The Customer should export any Customer Data stored in custom fields prior to termination. Neither MUNIvers nor Salesforce will have any liability for loss of Customer Data in custom fields following such termination where the Customer has failed to export that data in accordance with the Documentation.
MUNIvers will invoice the Customer for the Annual Fees in accordance with the billing frequency specified on the Order Form. If the Order Form does not specify a billing frequency, MUNIvers will invoice the Annual Fees annually in advance.
The Customer must pay each invoice within thirty (30) days of the date of the invoice, unless a different payment period is specified on the Order Form.
All payments must be made in the currency specified on the Order Form, by electronic funds transfer to the account nominated by MUNIvers on the invoice (or by such other method as is specified on the Order Form).
Where the Customer orders additional services or subscriptions under this Agreement part-way through a Subscription Year, MUNIvers may prorate the Annual Fees for those additional services for the remainder of that Subscription Year. From the commencement of the following Subscription Year, the full Annual Fees for those additional services will apply.
To the extent permitted by applicable law, all payments made under the Agreement are final and non-refundable. Without limiting the foregoing, no termination or expiry of the Agreement will entitle the Customer to a refund of any Fees already paid or relieve the Customer of the obligation to pay any Fees that have accrued or been invoiced prior to the effective date of termination or expiry.
MUNIvers may issue an invoice for the Annual Fees payable during a Renewal Term up to thirty (30) days before the commencement of that Renewal Term.
If the Customer fails to pay any amount due under the Agreement by the due date, then without limiting MUNIvers’ other rights or remedies (including under the Suspension Payment Failure section):
interest will accrue on the overdue amount on a daily basis from the due date until the date of actual payment (whether before or after judgment), at a rate equal to the lesser of:
2% per annum above the Bank of Canada overnight rate as at the due date; and
the maximum rate permitted by applicable law, and
the Customer must pay MUNIvers’ reasonable costs of recovery, including reasonable legal fees, incurred in recovering the overdue amount.
Except as expressly provided in the Agreement (including in relation to Service Credits under the Service Credits section), the Customer must not withhold, deduct from or set off against any amount due to MUNIvers under the Agreement.
MUNIvers may increase the Annual Fees for any Renewal Term by giving the Customer written notice of the updated fees (Updated Pricing) at least ninety (90) days before the commencement of the relevant Renewal Term. If the Customer does not agree to the Updated Pricing, the Customer may terminate the Agreement by giving notice under the Continuation of Subscription or Ordinary Termination clause before the commencement of the Renewal Term.
In the absence of Updated Pricing notified in accordance with this section, the Annual Fees for a Renewal Term will be the same as those for the immediately preceding term.
MUNIvers may amend the terms of this Agreement for any Renewal Term (including to incorporate an updated version of the SFTOU published by Salesforce) by giving the Customer written notice of the Updated Terms at least ninety (90) days before the commencement of the relevant Renewal Term.
If the Customer does not agree to the Updated Terms, the Customer may terminate the Agreement by giving notice under the Continuation of Subscription or Ordinary Termination clause before the commencement of the Renewal Term. If the Customer does not terminate, the Updated Terms will apply from the commencement of the Renewal Term.
Where an Order Form states that Annual Fees (or any component thereof) are subject to indexation, MUNIvers may increase those Annual Fees on each anniversary of the Commencement Date (Indexation) by an amount equal to the twelve-month percentage change in the Consumer Price Index (All-items) as most recently published by Statistics Canada at the date of MUNIvers’ invoice for the relevant period, plus two percent (2%).
The Annual Fees are calculated by reference to the Customer’s Pricing Band as set out on the Order Form. The Pricing Band applicable at commencement is determined by the Customer’s declared Assessable Properties and (where Utility Billing is included in the subscription) its declared Utility Accounts, measured against the band thresholds set out on the Order Form.
By executing the Order Form, the Customer declares that its Assessable Properties and (where applicable) Utility Accounts are as stated on the Order Form as at the Commencement Date, and warrants that those declarations are accurate in all material respects.
The Customer must re-declare its Assessable Properties and (where applicable) Utility Accounts to MUNIvers in writing at least sixty (60) days before each anniversary of the Commencement Date. If the Customer fails to re-declare by that date, MUNIvers may determine the Customer’s current counts by reference to the Customer’s official assessment roll or other reliable publicly available sources and treat that determination as the Customer’s re-declaration for the purposes of this section.
The Customer must notify MUNIvers in writing within thirty (30) days if its Assessable Properties or Utility Accounts cross a Pricing Band boundary shown on the Order Form at any time during a Subscription Year (a Band Adjustment Event).
If the Customer’s re-declared counts at any anniversary of the Commencement Date place it in a different Pricing Band than the one in effect for the preceding Subscription Year, the Annual Fees will be adjusted to reflect the applicable Pricing Band from the commencement of the next Subscription Year. MUNIvers will notify the Customer of the adjusted Annual Fees in accordance with the Fee Adjustments on Renewal section.
If a Band Adjustment Event occurs during a Subscription Year, MUNIvers may elect to re-band the Customer mid-term by giving the Customer written notice specifying the new Pricing Band and the adjusted Annual Fees. Where MUNIvers exercises this right, the adjusted Annual Fees apply from the date of the Band Adjustment Event, pro-rated in accordance with the Pro-Rating of Additional Services section for the remainder of the current Subscription Year.
The Customer’s obligation to pay Annual Fees at the adjusted rate arising from a Band Adjustment Event accrues from the date of that event, regardless of whether MUNIvers elects to re-band mid-term or defers invoicing to the next Subscription Year. Any accrued but uninvoiced fee uplift arising from a Band Adjustment Event survives termination or expiry of the Agreement and is recoverable by MUNIvers as a final adjustment on the final invoice or otherwise as a debt due.
MUNIvers may, not more than once per Subscription Year, request that the Customer provide a copy of its most recent official assessment roll extract or equivalent statutory valuation record for the purpose of verifying the Customer’s declared Assessable Properties or Utility Accounts. The Customer must provide that information within fifteen (15) Business Days of the request.
All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added (VAT), goods and services (GST), sales, use, or withholding taxes, assessable by any jurisdiction (collectively, ‘Taxes’).
The Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If MUNIvers has a legal obligation to pay or collect Taxes for which Customer is responsible under this Article, MUNIvers will invoice Customer and Customer will pay that amount unless Customer provides MUNIvers with a valid tax exemption certificate authorized by the appropriate taxing authority.
All payments by Customer shall be made free and clear of, and without reduction for, any withholding taxes. If Customer is required by law to withhold any Taxes from its payments to MUNIvers, Customer shall (i) make such deductions and (ii) pay such additional amounts to MUNIvers as are necessary to ensure that MUNIvers receives the full amount that it would have received had no such deduction been made.
For the purposes of calculating Taxes, MUNIvers will rely on the billing address provided by the Customer. Customer must notify MUNIvers immediately of any changes to its tax status or registration numbers (e.g., GST/HST number, PST number, QST number, or Business Number).
If the Customer is required to reimburse MUNIvers for any expenses, the amount payable will be the actual cost incurred by MUNIvers less any input tax credits or similar recoveries MUNIvers is entitled to claim. If the reimbursement is itself subject to Taxes, the Customer shall pay an additional amount equal to those Taxes.
MUNIvers will provide a remote-access and online-based support service for the Application and the Salesforce Platform during the Support Hours, as set out in and subject to the exclusions in the Order Form.
The Customer must nominate individuals who are authorised to log tickets on its behalf (each an Authorised Requester) up to the numbered limit set out on the Order Form. The Customer may change its Authorised Requesters at any time via the online portal (https://help.munivers.support) or by emailing MUNIvers at help@munivers.support, or using any replacement portal or email address provided by MUNIvers.
Only Authorised Requesters may log tickets and in doing so will assign a priority classification to each ticket in accordance with the classifications set out in this section. MUNIvers will respond to the ticket within the applicable Response Time. MUNIvers may reclassify a ticket if the Authorised Requester has not correctly classified it. Authorised Requesters must take reasonable steps to ensure that support tickets are logged only in relation to genuine issues with the Application or the Salesforce Platform.
If a ticket relates to third-party software or hardware not provided under this Agreement, MUNIvers may provide assistance to the Customer if it is convenient to do so, but will otherwise be at liberty to close the ticket.
If a ticket relates wholly or partly to an issue with the Salesforce Platform (including outages, performance degradation, or defects in Salesforce-provided functionality), MUNIvers will use reasonable endeavours to diagnose the issue and, where appropriate, escalate it to Salesforce. MUNIvers’ obligation in respect of such an issue is limited to that diagnosis and escalation and to passing through any resolution or workaround provided by Salesforce. Service Credits do not accrue in respect of any Response Time failure that is attributable to a Salesforce Platform issue, and MUNIvers will have no liability for any delay in resolution that is dependent on Salesforce’s response.
Each ticket must be assigned one of the following priority classifications. The Response Time for each classification is the maximum period within which MUNIvers will provide an initial response to the ticket during Support Hours indicating resolution is in progress:
| Priority | Response Time | Description |
|---|---|---|
| Urgent (P1) | 1 hour | The Application is inaccessible; or the Application is accessible but substantially non-functional, such that the Customer is unable to conduct its business in the ordinary course. |
| High (P2) | 2 hours | One or more major functions of the Application are non-operational or inaccessible, severely impeding the Customer’s business in at least one business unit (for example, property tax functions being unavailable while utility billing continues to operate). |
| Normal (P3) | 8 hours | The issue impairs the Customer’s use of the Application but a workaround (incl. a business/non-technical workaround) is available, or it affects only a minor function. |
| Low (P4) | 3 Business Days | The query is informational in nature, is answerable from available documentation, or relates to a superficial aspect of the Application. |
If MUNIvers fails to respond to a ticket within the applicable Response Time (a Response Time Failure), and the failure is not attributable to a Salesforce Platform issue, the Customer is entitled to a service credit calculated as a percentage of the Annual Fees for the Subscription Year in which the Response Time Failure occurred (a Service Credit), as follows:
| Priority | Service Credit (per Response Time Failure) |
|---|---|
| Urgent (P1) | 2.5% of Annual Fees |
| High (P2) | 1% of Annual Fees |
| Normal (P3) | 0.5% of Annual Fees |
| Low (P4) | 0.25% of Annual Fees |
The maximum aggregate Service Credits that may accrue in any single Subscription Year will not exceed 10% of the Annual Fees for that Subscription Year.
Service Credits will be applied as a credit against the next invoice issued to the Customer. Service Credits have no cash value and may not be exchanged for a refund, except that if a Service Credit accrues during the final Subscription Year of the Agreement and no further invoice will be issued, MUNIvers will refund the credited amount to the Customer within thirty (30) days of the end of the Agreement.
To claim a Service Credit, the Customer must notify MUNIvers in writing within thirty (30) days of the Response Time Failure, identifying the affected ticket and the applicable priority classification. MUNIvers will verify the claim against its records and, if the claim is valid, apply the Service Credit to the next invoice (or refund it, as applicable).
The Service Credits set out in this Article are the Customer’s sole and exclusive remedy, and MUNIvers’ entire liability, for any Response Time Failure. The parties acknowledge that the Service Credits represent a genuine pre-estimate of the loss likely to be suffered by the Customer as a result of a Response Time Failure and are not a penalty.
The Salesforce Platform subscriptions purchased under this Agreement are subject to the product terms set out in this Article, the SFTOU, and any additional terms on the Order Form. Where this Article imposes a restriction on the Customer’s use of a subscription, that restriction applies regardless of whether the Salesforce Platform technically prevents non-compliant use. Certain restrictions described in this Article are contractual in nature and are not disabled as a technical matter within the Salesforce Platform.
Each Salesforce Platform subscription purchased under this Agreement may be used by the Customer solely in combination with the Application. The Customer must not use any Salesforce Platform subscription independently of the Application or for any purpose outside the scope of the Application.
Unless the Order Form expressly provides otherwise, each Salesforce Platform subscription must be provisioned to a dedicated Org for the Customer’s use. The Customer must not use any Salesforce Platform subscription in a Shared Org.
Unless the Order Form expressly provides otherwise, each Salesforce Platform subscription designated on the Order Form as requiring a Platform Subscription cannot be provisioned to a Customer Org without at least one Platform Subscription purchased from MUNIvers for that Org. Any additional provisioning dependencies or quantity limits for a specific product are set out on the Order Form.
Salesforce may audit the Customer’s use of any Salesforce Platform subscription through the Salesforce Platform. MUNIvers will provide the results of any such audit to Salesforce.
The following terms apply to specific Salesforce Platform subscriptions and integrated products purchased under this Agreement.
Embedded User subscriptions entitle the Customer’s authorised users to access and use the Application within the Salesforce Platform. Each Embedded User subscription may be used to access and create up to ten (10) additional custom objects, provided those custom objects are within the scope of the Application and used solely with the Application. Embedded User subscriptions cannot be provisioned to a Customer Org without at least one Admin User subscription for that Org.
Admin User subscriptions may be used by the Customer solely to configure and administer the Salesforce Platform in support of the Customer’s use of the Application. An Admin User subscription must not be used to access, distribute or use any CRM functionality. For this purpose, CRM functionality means access to standard Salesforce objects (including, without limitation, campaigns, leads, opportunities, cases, solutions and forecasts) through standard tabs, related lists in custom tabs, the Salesforce web services API, or reports and dashboards. Each Admin User subscription may be used to access and create up to ten (10) additional custom objects within the scope of the Application. One (1) Admin User subscription is required per Customer Org and should be included in all initial Order Forms. One (1) additional Admin User subscription should be ordered for every fifty (50) Embedded User subscriptions.
Community subscriptions (including ISV Customer Community and ISV Customer Community Plus, in all tiers) are designed for use by individuals who are external to the Customer’s organisation, such as members of the public, ratepayers or third-party service providers. Community subscriptions must not be used by the Customer’s employees or other internal personnel. Each member-based Community subscription entitles the permitted number of external users access to all Communities within the same Org. Each login-based Community subscription entitles the permitted external users access to all Communities within the same Org, up to the number of logins per month specified on the Order Form.
For login-based Community subscriptions, Salesforce will provision twenty (20) user subscriptions for each permitted number of monthly logins, subject to the per-Org limits in the Documentation. Unused logins are forfeited at the end of each subscription anniversary or the subscription end date (whichever is earlier) and do not roll over. Calendar months are determined by reference to U.S. Pacific Time.
Sandbox subscriptions (including Developer Pro, Partial Copy and Full Copy) are for testing and development use only, and not for production use. Sandbox subscriptions must be purchased in a ratio of one Sandbox user for each user of any other Salesforce Platform product with login access to the same service instance.
As part of its system maintenance, Salesforce may delete any Sandbox that the Customer has not logged into for one hundred and fifty (150) consecutive days. Salesforce will notify the administrator for the originating Org at least thirty (30) days before any such deletion (email acceptable). Deletion of a Sandbox does not terminate the Customer’s Sandbox subscription; the administrator for the originating Org may create a replacement Sandbox.
Scratch Orgs are for testing and development use only, and not for production use. Salesforce may periodically delete any Scratch Org (including associated data) as set forth in the Documentation. Deletion of an active Scratch Org does not terminate the Customer’s Scratch Org subscription, and the Customer may create a replacement. Creation of new active Scratch Orgs counts towards the daily limits in the Documentation. Salesforce’s representations, warranties and covenants regarding log retention, back-ups, disaster recovery, and return or deletion of data do not apply to Scratch Orgs.
Each Salesforce Connect subscription permits access to one external data source that is packaged as part of the Application. Each subscription also permits access to up to five (5) additional Customer Orgs, provided each additional Org is the same or lower edition as the Org in which the Salesforce Connect subscription resides, and the subscription is only being used to electronically import data relevant to the Application.
Each user subscription that authorises access to Salesforce Connect may access the same number of external objects as its entitled custom objects, up to a maximum of one hundred (100) external objects per Customer Org across all users. The per-user external object limit is contractual and must be self-enforced by the Customer.
Data submitted to Salesforce Connect is cached temporarily on Salesforce infrastructure and is not treated as Customer Data during that period, however Salesforce will treat cached data as the Customer’s confidential information with the same protections applicable to Customer Data. Once such data is electronically imported to and stored in the Salesforce Platform, it becomes Customer Data.
Salesforce Shield includes Platform Encryption, Event Monitoring and related capabilities as described in the Documentation.
The Customer is solely responsible for creating and managing its own customer-managed encryption keys, which are used in conjunction with encryption keys created and managed by Salesforce as described in the Documentation. A customer-managed key is unique to the Customer’s Org and to the specific Customer Data to which it applies. If the Customer deletes, destroys or misplaces a customer-managed key, the encrypted Customer Data will be irretrievable unless the Customer has previously exported the key and is able to re-import it. Neither MUNIvers nor Salesforce will have any liability arising from the Customer’s deletion, destruction or misplacement of a customer-managed key. The Customer is responsible for regularly backing up its customer-managed keys and all Customer Data, and storing those backups locally in a safe place. Use of Platform Encryption may restrict the functionality of certain Salesforce Platform features as described in the Documentation.
Event Monitoring includes the Event Monitoring Tableau-CRM App, which may not be used to upload or access external data sets other than the one external dataset provided as part of the subscription. The Event Monitoring Tableau-CRM App is available in English only.
To use Salesforce Data Mask, the Customer’s system administrator must first install the managed package specified in the Documentation. Salesforce Data Mask is available in English only. The Customer acknowledges that: (i) once the data obfuscation process is completed, sandbox data cannot be unmasked; and (ii) the Customer’s Org configurations and customisations may affect the obfuscation process such that not every data field may be completely obfuscated in every case, as further described in the Documentation.
The Customer may use Security Center only to connect to other Orgs that are also owned by the Customer. Each Org participating in the Customer’s Security Center must separately purchase a Security Center subscription.
Each Additional Big Objects subscription provides an additional fifty million (50,000,000) records of data storage. This limit is contractual in nature and the Customer is responsible for monitoring and enforcing compliance. Salesforce may review the Customer’s use of Big Objects subscriptions at any time through the Salesforce Platform.
To use the Payrix payment gateway integrated with the Application, the Customer must enter into a Sub-Merchant Agreement directly with Payrix. The Sub-Merchant Agreement is between the Customer and Payrix — MUNIvers is not a party to it. MUNIvers will provide the Customer with applicable fee disclosure information on the Order Form or during the Payrix sign-up process.
The Customer’s Org is provisioned under MUNIvers’ agreement with Salesforce. If the Customer wishes to acquire Salesforce services independently (whether directly from Salesforce or from another reseller), those services cannot be provisioned in the same Org as the Application without creating a Shared Org. A Salesforce Connect subscription (see the Salesforce Connect clause) may allow the Customer to access data from other Salesforce environments without creating a Shared Org.
If the Customer requires a Shared Org, the Customer must notify MUNIvers in writing before provisioning any non-MUNIvers Salesforce subscription in the Application Org (such provisioning is a Shared Org Event). The Customer must then, within ninety (90) days, enter into a direct agreement with Salesforce for the Salesforce Platform and cooperate with MUNIvers to migrate the Salesforce Platform subscriptions from this Agreement to that direct agreement. Upon completion of the migration, the Salesforce Platform components and corresponding Fees will be removed from the Order Form and MUNIvers’ obligations in respect of the Salesforce Platform will cease.
The Customer is liable for any residual fees that MUNIvers owes to Salesforce under existing service orders that cannot be cancelled as a result of the migration, pro-rated from the date of the Shared Org Event to the end of the then-current service order term.
If the Customer does not complete the migration within the ninety-day period, or creates a Shared Org without prior notice to MUNIvers, MUNIvers may suspend or terminate the Agreement on thirty (30) days’ written notice. MUNIvers may recover from the Customer, as break costs, any fees, penalties or additional charges that MUNIvers incurs to Salesforce as a consequence of the Shared Org or the incomplete migration.
A notice or other communication to or by a party under the Agreement must be in writing and served by delivery in person or by email to the email address for relevant party identified on the Order Form. The notice will be treated as being given when it successfully enters the recipient’s email system.
A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under the Agreement does not operate as a waiver of that power, right or remedy.
The Agreement cannot be modified in any way subsequent to its execution unless by agreement in writing signed by both parties.
The Agreement is governed by and must be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction of the courts of British Columbia.
The Agreement constitutes the entire agreement of the parties in respect of its subject matters and supersedes any and all prior negotiations, representations, undertaking or agreements, whether written or oral.
Unless otherwise expressly provided in the Agreement, a party is not capable of assigning, novating or encumbering any right or liability under the Agreement without the prior written consent of the other party.
All or part of any provision of the Agreement that is illegal, invalid or unenforceable will be severed from the Agreement and the remaining provisions (or parts of provisions) will continue in force.
