We will provide set-up services according to the agreed timetable.
Any delays in set-up services caused by the Customer may result in a delay in service commencement.
Hosted services set-up and intellectual property rights remain the property of the Provider.
Hosted Services
Access Credentials: We will provide access credentials for hosted services. The Customer is responsible for maintaining the confidentiality of these credentials. Any breach in security may result in suspension of services.
License Grant: We grant the Customer a non-exclusive, non-transferable license to use the hosted services.
Usage Limitations: The hosted services are subject to fair use. Excessive use may result in additional charges or service suspension.
Prohibited Use: The Customer shall not engage in any damaging, excessive, unlawful, or unauthorized use of the hosted services.
Availability and SLA: Hosted services will be available according to the SLA. The Customer must not attempt to access the platform code.
Security: The Customer is responsible for the security of access credentials.
Suspension of Services: The Provider reserves the right to suspend services if these terms are violated.
Scheduled Maintenance
Maintenance Rights: We reserve the right to suspend hosted services for scheduled maintenance.
Notice: We will notify the Customer at least 48 hours in advance of any scheduled maintenance.
Maintenance Timing: Maintenance will be scheduled during off-peak hours whenever possible.
Storage: 1GB of attachment storage is included per subscription. Additional storage is available for purchase.
Support Services
Provision of Support: We will provide support services in accordance with the SLA. All support services are subject to fair use. Excessive use may incur additional charges.
Support Standards: Support services will be provided to the highest standard, and any suspension of support services will be communicated in advance.
Customer Obligations
General Obligations: The Customer must provide access to necessary computer systems and ensure compliance with these terms.
Customer Data
Data License: The Customer grants us a license to use data provided through the hosted services, solely for the purpose of providing those services.
Data Warranties: The Customer warrants that they have the right to use and disclose all data provided.
Back-Up and Restoration: We will back up Customer data daily and retain backups for 30 days. Data restoration is available upon request.
Integrations with Third Party Services
Right to Integrate: The Customer has the right to integrate third-party services. The Provider is not responsible for supplying these services.
Responsibilities: The Customer is responsible for any charges or issues arising from third-party services. The Provider disclaims any warranties or liabilities related to third-party services.
No Assignment of Intellectual Property Rights
All intellectual property rights, whether pre-existing or created during the term, remain the property of the Provider.
Charges
Payment Obligations: The Customer is obligated to pay charges as invoiced, including VAT if applicable. Charges are non-refundable and non-creditable, except where required by law.
Renewal: To avoid renewal charges, the Customer must cancel the subscription at least 3 days before the renewal date.
Payments
Invoicing: Invoices will be issued in accordance with the agreed payment schedule. Payment is due within [X] days of invoice issuance.
Late Payments: A grace period of 7 days is provided before interest on late payments is applied.
Provider's Confidentiality Obligations
Confidentiality Undertaking: The Provider will keep Customer information confidential and will only disclose it under the conditions specified.
Exceptions: Disclosure is permitted where required by law or with the Customer's consent. Confidentiality obligations continue after termination.
Data Protection (GDPR)
Compliance: Both parties will comply with data protection laws, including GDPR.
Customer Warranties: The Customer warrants that they have the right to disclose personal data. The Provider will process personal data according to the Customer’s instructions.
Data Processing: The Provider will inform the Customer of any illegal instructions and ensure that personal data is securely processed. The Provider will assist with data subject rights and notify the Customer of any breaches.
Warranties
General Warranties: The Provider warrants that the hosted services will comply with legal requirements and will not infringe intellectual property rights.
Limitations: Hosted services are provided "as is," and we do not guarantee that they will be error-free or entirely secure.
Acknowledgements and Warranty Limitations
No Implied Warranties: We exclude all implied warranties and representations unless otherwise specified.
Indemnities
Mutual Indemnification: Each party agrees to indemnify the other for breaches of these terms, subject to the limitations of liability outlined below.
Limitations and Exclusions of Liability
No Liability: We are not liable for loss of profits, revenue, data, or any indirect or consequential loss, except in cases of gross negligence.
Force Majeure Event
Suspension of Obligations: Obligations may be suspended due to force majeure events. The affected party must notify the other party and take steps to mitigate the effects.
Termination
Termination Rights: Either party may terminate the contract without cause, upon breach, insolvency, or non-payment. Fees for early termination may apply.
Effects of Termination
Surviving Provisions: Certain provisions will survive termination, and accrued rights will remain unaffected. Outstanding charges must be paid upon termination.
Notices
Method of Notice: Notices must be given in writing and sent to the contact details specified in the contract.
Subcontracting
Subcontracting Rights: Subcontracting is not permitted without consent, except where necessary for hosting services. The Provider remains responsible for subcontracted obligations.
Assignment
Assignment Rights: Neither party may assign the contract without the other party's consent.
No Waivers
Waivers: Waivers of breach must be in writing and will not constitute a continuing waiver.
Severability
Severability: If any part of the contract is found invalid, the remainder will continue in full force and effect.
Third Party Rights
Third Party Rights: The contract does not grant any rights to third parties except as expressly stated.
Variation
Contract Variation: Variations to the contract must be in writing and signed by both parties.
Entire Agreement
Entire Agreement: This contract constitutes the entire agreement between the parties, with no reliance on representations not included herein.
Law and Jurisdiction
Governing Law: The contract is governed by [jurisdiction] law, and disputes will be resolved in the courts of [jurisdiction].
Interpretation
Interpretation: Section headings are for convenience only and do not affect interpretation.
Schedules
Schedule 1 (Hosted Services Particulars): Detailed specifications of hosted services.
Schedule 2 (Acceptable Use Policy): Rules and prohibitions on service usage.
Schedule 3 (Availability SLA): Uptime commitments and service credits.
Schedule 4 (Support SLA): Support services and response/resolution times.
Schedule 5 (Data Processing Information): Details on data subjects, personal data, and security measures.
