At Cobalt, we believe that the more you know about what to expect before you choose Cobalt as your CRM vendor, the better the customer experience will be when you do. This page is meant to give you the details of what to expect as it relates to the contract process and contract provisions and is intended to be as transparent as possible. Cobalt has spent significant time and effort on our contract documents to make them as easy to understand as possible yet comprehensive in their scope.
Master Services Agreement – Sample
Every customer that works with Cobalt will be asked to sign our Master Services Agreement (MSA). The MSA describes the relationship between Cobalt and the customer and serves as a framework for how the work will be done. The actual definition of work to be done will be defined in one or more work authorizations signed between Cobalt and the customer.
The Master Services Agreement includes:
- Customer acknowledgements and responsibilities
- Warranties and liabilities outlines the liabilities that Cobalt is undertaking – including a maximum liability provision of $50,000
- Term and termination provides structure around termination provisions, including termination for cause
- Fees and expenses defines payment terms and billing procedures
- Representations and warranties provides for mutual warranties about the agreement
- Non-Disclosure of confidential information defines what will be considered confidential information and how to treat it
- Proprietary rights explains that the customer’s data is confidential information and that it is at all times the customer’s property
- A general section covers things like intellectual property, governing law and dispute resolution. The provision on intellectual property is always a source of questions. It is Cobalt’s position that it is in the best interest of all of our customers that any software Cobalt builds or modifies, whether it is for a specific customer or not, is the intellectual property of Cobalt unless the business approach, process, technique, or functionality is patented by the customer. If we are allowed to add all functionality that we create to our products, we can make this functionality available to all of our customers at no cost – as product upgrades are provided free of charge.
Work Authorizations – Sample
Although Cobalt follows an Agile methodology to building and implementing software, there still needs to be some structure around the work being delivered; therefore, we describe the work and then lay out a detailed list of things to be accomplished in our work authorizations. Work authorizations are covered by the terms and conditions of the MSA so that we don’t have to agree to terms each time we do some additional work.
The work authorization is followed by a table that lists the deliverables, which will include things like custom development, quality assurance, and project management. All of Cobalt’s projects are done on a time and materials basis, so this table also includes the hourly rate to be charged for the deliverable and an estimated cost for the line item.
Licensing of Software
There are two primary ways to license Cobalt’s software products:
- Software-as-a-Service (SaaS) model, in which clients pay per user on a monthly basis. When you choose the SaaS model, the monthly per user fee includes hosting and support.
- Perpetual license model, in which clients pay once and own the license to that version of the product in perpetuity. When you choose the perpetual license model, you also need to choose hosting and support options.
Both pricing models are based on a per-named user license cost. We follow the same model as the underlying Microsoft Dynamics 365 platform, which is also licensed on a per-named user model.
SaaS Agreement – Sample
The SaaS option is a one-stop licensing, hosting and support option, and the agreement includes the following:
- Definitions, including a provision for Cobalt to provide daily offsite backups of the customer data.
- A software warranty in which Cobalt agrees to fix any defects in the software free of charge.
- Customer restrictions, including not making copies of the software, selling the software, or making the software accessible to anyone else.
- A money-backed SLA – anything below 99.9% uptime will result is a refund.
- Termination provisions.
- What Cobalt agrees to do to help customers if and when they decide to stop using Cobalt’s software. Specifically we will provide data backups and plans for an orderly transition to a new provider.
- Support definitions, policies and procedures.
- Response and resolution times for customer requests
- Proprietary rights when it comes to confidential information and the customer’s data.
- Details of the services to be provided and the rates that will be charged
- A table of severity levels and response times
Software License Agreement – Sample
As mentioned above, the Software License Agreement is only necessary if the customer opts for the perpetual license versus the pay as you go SaaS model. The Software License Agreement covers all of the same license provisions as the SaaS agreement, but does not include anything around hosting or support. The Software License Agreement includes:
- Definitions, license details, copyright, and source code details
- Customer responsibilities
- Termination provisions
- The number of licenses being purchased
- The major version number of the software
- Rates for additional licenses
If you choose the perpetual license option, you then need to choose your hosting model. There are three primary options for hosting:
- Microsoft Dynamics 365 – CRM Online, in which hosting is provided by Microsoft and no hosting agreement with Cobalt is necessary.
- Cobalt hosting, in which Cobalt hosts one or more virtual servers to provide the level of performance required. Learn details about Cobalt’s hosting operations.
- Customer-hosted, in which you the customer host your own implementation of Microsoft Dynamics 356 and no hosting agreement with Cobalt is necessary.
If you would like more information about the pros and cons of these various hosting options, read our blog post on this topic.
Hosting Agreement – Sample
If you choose to host with Cobalt and you are opting for the perpetual license model, you will need to sign a hosting agreement. This agreement includes:
- Customer responsibilities
- Content standards – basically we don’t want you uploading anything illegal to our servers.
- Uptime expectations
- Termination language
- Payment terms
- Representations and warranties
- Non-disclosure and proprietary rights content
- Cobalt product(s) to be hosted
- Data storage
- A network diagram of the virtual servers
- Technical specifications for our data center facilities
- Internet connectivity and security services
Support Agreement – Sample
If you choose the perpetual license option, regardless of where you choose to host, you have the option of having a support agreement with Cobalt. The support agreement includes:
- Key terms
- A requirement that Cobalt have full administrative access to the hosting environment in order to provide the support SLAs in the support agreement
- A provision for Cobalt to keep a user acceptance testing (UAT) copy of the customer’s system on Cobalt’s network to help with testing and troubleshooting
- Customer responsibilities
- Termination provisions
- Mechanics of the support services
- Details of the service level agreement, including the definitions of initial response time, interim resolution, and final resolution
- Cobalt product(s) being supported
- Number of users that will be supported
- Rates for the annual support fees
- A table of severity levels and response times to augment the service level agreement
If you have more questions about how our contracts are structured, please do not hesitate to contact our sales team.