This Software Audit Agreement ("Agreement") sets forth the terms under which SSA Group B. V. (hereinafter referred to as "SSA Group") provides software audit services to clients (hereinafter referred to as "Client") on a professional basis.
1. Scope of Audit
1.1 SSA Group provides professional software audit services (“Audit”), which may include, depending on the agreed scope:
- Codebase quality assessment
- Technical debt evaluation
- Software architecture review
- Security assessment and vulnerability identification
- Performance profiling and optimization recommendations
- Infrastructure and deployment analysis
- Documentation review
- Compliance and licensing checks
- Team and development process assessment
1.2 No Legal or Regulatory Advice. The Audit and any resulting deliverables may include assessments, reports, recommendations, or related documentation. All implementation decisions are the sole responsibility of the Client. SSA Group does not provide legal or regulatory advice.
1.3 Personnel. SSA Group is solely responsible for the selection, supervision, and management of its personnel and subcontractors involved in providing the Audit. If personnel become unavailable due to unforeseen circumstances, SSA Group will use reasonable efforts to replace them promptly with suitably qualified personnel. Nothing in this Agreement shall be interpreted as creating an employment relationship between SSA Group and the Client.
1.4 Standard Workday. The standard workday is an 8-hour period between 10:00 and 18:00, Monday through Friday, excluding public holidays, based on the location of the SSA Group team performing the Audit.
1.5 Client Responsibilities. The Client agrees to provide timely and reasonable cooperation necessary for SSA Group to perform the Audit, including access to relevant systems, environments, documentation, personnel, and infrastructure. Failure to provide such cooperation may relieve SSA Group of any scheduled or deliverable commitments.
1.6 Precedence of Terms. Each project governed by an Individual Software Audit Agreement may include terms specific to that engagement. In case of a conflict between this Software Audit Agreement and the terms of an Individual Software Audit Agreement, the latter will take precedence, particularly where it explicitly overrides proprietary rights, indemnification, warranty, or limitation of liability clauses.
2. Proprietary Rights
2.1 Client Materials. All rights, including intellectual property rights, in any materials, code, documentation, or systems provided by the Client remain with the Client. SSA Group is granted a limited, non-transferable right to use such materials solely to conduct the Audit.
2.2 Audit Deliverables. Unless otherwise agreed in writing, the Client is granted a non-exclusive, non-transferable, non-sublicensable license to use any Audit deliverables solely for internal business purposes. All intellectual property rights in SSA Group’s methodologies, templates, tools, and processes used during the Audit remain with SSA Group.
2.3 Re-use of Know-How. SSA Group may use any general knowledge, experience, skills, ideas, concepts, and know-how gained during the performance of the Audit in other projects, provided that no Client Confidential Information is disclosed or reused in violation of this Agreement.
3. Payment and Invoicing
3.1 The Client shall pay the total fee for the Audit in two installments:
(a) 50% of the total fee is due within five (5) calendar days following the execution of the applicable Individual Software Audit Agreement;
(b) The remaining 50% is due within five (5) calendar days after the Client’s receipt of the Audit deliverables.
3.2 SSA Group will issue corresponding invoices for each installment.
3.3 All fees are exclusive of applicable taxes unless otherwise specified. The Client is responsible for any taxes, duties, or charges imposed in connection with the Audit.
3.4 Late payments may result in the suspension of future work until payment is received in full.
4. Warranty and Disclaimer
4.1 SSA Group warrants that the Audit will be performed with reasonable skill and care, consistent with generally accepted industry standards.
4.2 The Client must notify SSA Group in writing of any alleged deficiencies or failures in the Audit deliverables within ten (10) calendar days following delivery.
4.3 SSA Group’s sole obligation, and Client’s exclusive remedy, for any breach of warranty shall be, at SSA Group’s discretion, either to correct such deficiencies or to refund the portion of the fees paid for the affected Audit deliverables.
4.4 SSA Group does not warrant that the Audit findings will be error-free, nor that all potential issues will be identified. The Audit is based on the information and access provided by the Client.
4.5 SSA Group disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
4.6 The Client acknowledges that any opinions, recommendations, or assessments provided as part of the Audit are advisory and that the Client is solely responsible for all decisions regarding the implementation or reliance on such information.
4.7 SSA Group shall not be liable for any claims arising from the Client’s misinterpretation, misuse, or disregard of the Audit deliverables.
5. Limitation of Liability
5.1 Limitations on Damages. The limitations, exclusions, and disclaimers set forth below apply to all disputes arising under or related to this Agreement (each, a “Dispute”). These provisions constitute an agreed allocation of risk and form an essential part of the consideration for SSA Group’s provision of the Audit to the Client. These limitations apply regardless of the failure of the essential purpose of any limited remedy and even if a party has been advised of the possibility of such liabilities.
5.2 Limitation on Direct Damages. Except for the Client’s payment obligations or violation of SSA Group’s intellectual property rights, the total liability of either party arising out of or in connection with any Dispute shall not exceed the amount paid by the Client to SSA Group under this Agreement in relation to the Audit that is the subject of the Dispute. This amount excludes any reimbursed expenses or taxes.
5.3 Exclusion of Indirect Damages. Except as set forth above, neither SSA Group nor the Client shall be liable to the other for any special, consequential, incidental, punitive, exemplary, or indirect damages, including but not limited to loss of profits, loss of revenue, loss or corruption of data, loss of use, or costs of procuring substitute services.
6. Data Privacy and Security
6.1 SSA Group shall comply with all applicable data privacy laws, including the General Data Protection Regulation (GDPR) (EU) 2016/679, in relation to the processing and transfer of Personal Data. GDPR refers to the regulation of the European Parliament and Council on the protection of individuals concerning the processing of personal data and the free movement of such data. If Personal Data is transferred from the European Union to third countries, SSA Group agrees to enter into and comply with a Data Protection Agreement (DPA) as required by the Client, which will include the implementation of necessary technical and organizational measures to ensure data protection.
6.2 SSA Group will maintain a comprehensive and formal information security program in line with industry best practices and standards to:
(i) ensure the security and integrity of Personal Data and Confidential Information,
(ii) protect against potential threats or breaches affecting the security or integrity of such data, and
(iii) prevent unauthorized access to or disclosure of Personal Data and Confidential Information.
6.3 SSA Group shall ensure that any personnel or third parties engaged in handling Personal Data or Confidential Information are adequately trained in data protection and security measures.
7. Confidentiality and Non-Solicitation
7.1 Each party agrees to keep confidential and not disclose to any third party any confidential or proprietary information obtained from the other party in connection with the Audit, except where required by law or with prior written consent. This obligation shall remain in effect for thirty-six (36) months following the completion of the Audit.
7.2 The Client agrees that, during the Audit and for thirty-six (36) months following its completion, it will not, without prior written consent of SSA Group, directly or indirectly solicit, offer employment to, or otherwise engage any employee, contractor, or consultant of SSA Group involved in the Audit.
7.3 The Client may, with prior written consent of SSA Group, purchase the release of any such employee, contractor, or consultant by paying SSA Group a Buyout Fee equal to the gross annual compensation (including base salary, bonuses, and any other remuneration) of the individual concerned, calculated based on the most recent twelve (12) months of such engagement.
7.4 In the event of a breach of clause 7.2 without such prior written consent and without payment of the Buyout Fee, the Client shall pay SSA Group liquidated damages equal to twice the Buyout Fee. This amount represents a reasonable estimate of SSA Group’s loss and does not constitute a penalty under law.
8. Term and Termination
8.1 This Agreement shall become effective on the date of its publication by SSA Group and shall remain in effect until replaced or withdrawn by SSA Group.
8.2 Each Individual Software Audit Agreement executed between SSA Group and the Client shall govern its specific terms, including the term and termination.
8.3 The Individual Software Audit Agreement may be terminated, in whole or in part, by either party upon providing no less than ten (10) calendar days’ prior written notice of intent to terminate to the other party.
8.4 In the event the Client terminates the performance of SSA Group under an Individual Software Audit Agreement for any reason other than intentional or negligent misconduct by SSA Group, SSA Group shall be entitled to payment for all services performed and costs incurred up to the effective date of termination.
8.5 SSA Group reserves the right to terminate any Individual Software Audit Agreement immediately if, in its sole discretion, it reasonably believes the Client is engaged in fraudulent or illegal activities.
8.6 The provisions relating to payment obligations, confidentiality, limitation of liability, and any other rights or obligations which by their nature are intended to survive termination shall remain in full force and effect following the termination of any Individual Software Audit Agreement.
9. Governing Law and Jurisdiction
9.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws provisions.
9.2 The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands, for the resolution of any disputes arising out of or in connection with this Agreement.
10. Conflict Resolution
10.1 The parties agree to resolve any disputes or conflicts arising under this Agreement through good faith consultations and negotiations, seeking amicable solutions through mutual agreements and compromises.
10.2 In the event that the parties are unable to reach a resolution through negotiations, the dispute shall be referred to an independent third-party mediator or arbitrator for binding resolution. If mediation or arbitration does not lead to a satisfactory resolution, the dispute may be resolved by the competent court having jurisdiction, as specified in Section 9 (Governing Law and Jurisdiction) of this Agreement.
11. Amendments
11.1 This Agreement may be amended or modified by SSA Group by publishing the updated terms on its website. Any such amendments shall become an integral part of this Agreement and will be effective from the date of publication. The Parties will be informed of the updated terms through the website or via email.
12. Force Majeure
12.1 Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, embargoes, government orders, internet outages, or pandemics. The affected party shall notify the other party as soon as reasonably possible and make reasonable efforts to mitigate the effects of such events.
13. Miscellaneous
13.1 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by any competent court or authority, the remaining provisions shall remain in full force and effect. The Parties agree to negotiate in good faith to replace the invalid provision with a valid one that reflects the Parties' original intent.
13.2 Entire Agreement. This Agreement, along with any communications between the Parties, including but not limited to emails, constitutes the entire understanding and agreement between the Parties with respect to the subject matter, superseding all prior oral or written agreements, understandings, or communications.
13.3 Waiver. Failure or delay by either Party to exercise any right, power, or privilege under this Agreement shall not operate as a waiver of that right, power, or privilege. Any partial exercise of any right, power, or privilege does not preclude the further exercise of that right, power, or privilege.
13.4 Assignment. Neither Party shall assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of substantially all of the Party's assets, in which case assignment is permitted without consent.
13.5 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Both Parties are independent contractors, and neither Party shall have the authority to bind or represent the other Party in any manner.
14. Contact Information
For questions regarding this Agreement or to request a custom audit proposal, please get in touch with us at:
SSA Group B.V.
Registration number: 859893054B01
VAT number: 74426117
Address: Kingsfordweg 151, office 1.23, 1043GR Amsterdam, the Netherlands
Email: sales@ssa.group
Website: https://www.ssa.group