Parties
1. Chronicle Computing Ltd of Suite
7, Shrivenham 100 Business Park Majors Road Watchfield SN6 8TZ (the "Provider"); and
2. [The "Customer],
a company signed up to use Chronicle Online
Agreement
1. Definitions
1.1 In this Agreement, except to the
extent expressly provided otherwise:
"Account" means
an account enabling a person to access and use the Hosted Services, including
both administrator accounts and user accounts;
"Agreement"
means this agreement including any Schedules, and any amendments to this
Agreement from time to time;
"Business Day"
means any weekday other than a bank or public holiday in England;
"Business Hours"
means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
"Charges" means
the following amounts:
(a) the amounts specified in Part 2 of
Schedule 1 (Hosted Services particulars);
(b) such amounts as may be agreed in
writing by the parties from time to time; and
(c) amounts calculated by multiplying
the Provider's standard time-based charging rates (as notified by the Provider
to the Customer before the date of this Agreement) by the time spent by the
Provider's personnel performing the Support Services (rounded down by the
Provider to the nearest quarter hour);
"
Customer Confidential
Information
" means:
(a) any information disclosed by or on
behalf of the Customer to the Provider during the Term (whether disclosed in
writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as
"confidential"; or
(ii) should have been reasonably
understood by the Provider to be confidential; and
(b) the Customer Data;
"Customer Data"
means all data, works and materials: uploaded to or stored on the Platform by
the Customer; transmitted by the Platform at the instigation of the Customer;
supplied by the Customer to the Provider for uploading to, transmission by or
storage on the Platform; or generated by the Platform as a result of the use of
the Hosted Services by the Customer (but excluding analytics data relating to
the use of the Platform and server log files);
"Customer Personal Data"
means any Personal Data that is processed by the Provider on behalf of the
Customer in relation to this Agreement, but excluding [personal data]
with respect to which the Provider is a data controller;
"Data Protection Laws"
means all applicable laws relating to the processing of Personal Data
including, while it is in force and applicable to Customer Personal Data, the
General Data Protection Regulation (Regulation (EU) 2016/679);
"Documentation"
means the documentation for the Hosted Services produced by the Provider and
delivered or made available by the Provider to the Customer;
"Effective Date"
means the date of execution of this Agreement;
"Force Majeure Event"
means an event, or a series of related events, that is outside the reasonable
control of the party affected (including failures of the internet or any public
telecommunications network, hacker attacks, denial of service attacks, virus or
other malicious software attacks or infections, power failures, industrial
disputes affecting any third party, changes to the law, disasters, explosions,
fires, floods, riots, terrorist attacks and wars);
"Hosted Services"
means Chronicle Online, as specified in the Hosted Services Specification,
which will be made available by the Provider to the Customer as a service via
the internet in accordance with this Agreement;
"Hosted Services Defect"
means a defect, error or bug in the Platform having an adverse effect on the
appearance, operation, functionality or performance of the Hosted Services, but
excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the
Customer or any person authorised by the Customer to use the Platform or Hosted
Services;
(b) any use of the Platform or Hosted
Services contrary to the Documentation, whether by the Customer or by any
person authorised by the Customer;
(c) a failure of the Customer to
perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the
Platform or Hosted Services and any other system, network, application,
program, hardware or software not specified as compatible in the Hosted
Services Specification;
"
Hosted Services
Specification
" means the specification for the Platform and Hosted
Services set out in Part 1 of Schedule 1 (Hosted Services particulars) and in
the Documentation;
"
Intellectual Property
Rights
" means all intellectual property rights wherever in the world,
whether registrable or unregistrable, registered or unregistered, including any
application or right of application for such rights (and these
"intellectual property rights" include copyright and related rights,
database rights, confidential information, trade secrets, know-how, business
names, trade names, trade marks, service marks, passing off rights, unfair
competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs);
"Maintenance Services"
means the general maintenance of the Platform and Hosted Services, and the
application of Updates and Upgrades;
"Mobile App"
means the mobile application known as Chronicle Smart Phone App that is made
available by the Provider through the Google Play Store and the
Apple
App Store
;
"Personal Data"
has the meaning given to it in the Data Protection Laws applicable in the
United Kingdom from time to time;
"Platform"
means the platform managed by the Provider and used by the Provider to provide
the Hosted Services, including the application and database software for the
Hosted Services, the system and server software used to provide the Hosted
Services, and the computer hardware on which that application, database, system
and server software is installed;
"Schedule"
means any schedule attached to the main body of this Agreement;
"Services"
means any services that the Provider provides to the Customer, or has an
obligation to provide to the Customer, under this Agreement;
"Support Services"
means support in relation to the use of, and the identification and resolution
of errors in, the Hosted Services, but shall not include the provision of
training services;
"Supported Web Browser"
means the current release from time to time of Microsoft Edge, Mozilla Firefox,
Google Chrome or Apple Safari, or any other web browser that the Provider
agrees in writing shall be supported;
"Term" means
the term of this Agreement, commencing in accordance with Clause 3.1 and ending
in accordance with Clause 3.2;
"Update" means
a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means
a major version upgrade of any Platform software.
2. Credit
2.1 This document was created using a
template from Docular (https://docular.net).
3. Term
3.1 This Agreement shall come into
force upon the Effective Date.
3.2 This Agreement shall continue in
force indefinitely, subject to termination in accordance with Clause 18 or any
other provision of this Agreement.
4. Hosted Services
4.1 The Provider shall create an
Account for the Customer and shall provide to the Customer login details for
that Account on or promptly following the Effective Date.
4.2 The Provider hereby grants to the
Customer a worldwide, non-exclusive licence to use the Hosted Services by means
of a Supported Web Browser for the internal business purposes of the Customer
in accordance with the Documentation during the Term.
4.3 The licence granted by the
Provider to the Customer under Clause 4.2 is subject to the following
limitations:
(a) the Hosted Services may only be
used by the officers, employees, agents and subcontractors of the Customer;
(b) the Hosted Services may only be
used by the named users identified in Schedule 1 (Hosted Services particulars),
providing that the Customer may change, add or remove a designated named user
in accordance with the procedure set out therein; and
(c) the Hosted Services must not be
used at any point in time by more than the number of concurrent users specified
in Schedule 1 (Hosted Services particulars), providing that the Customer may
add or remove concurrent user licences in accordance with the procedure set out
therein.
4.4 Except to the extent expressly
permitted in this Agreement or required by law on a non-excludable basis, the
licence granted by the Provider to the Customer under Clause 4.2 is subject to
the following prohibitions:
(a) the Customer must not sub-license
its right to access and use the Hosted Services;
(b) the Customer must not permit any
unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the
Hosted Services to provide services to third parties;
(d) the Customer must not republish
or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any
alteration to the Platform, except as permitted by the Documentation; and
(f) the Customer must not conduct or
request that any other person conduct any load testing or penetration testing
on the Platform or Hosted Services without the prior written consent of the
Provider.
4.5 The Customer shall use reasonable
endeavours, including reasonable security measures relating to administrator
Account access details, to ensure that no unauthorised person may gain access
to the Hosted Services using an administrator Account.
4.6 The Provider shall use all
reasonable endeavours to maintain the availability of the Hosted Services to
the Customer at the gateway between the public internet and the network of the
hosting services provider for the Hosted Services, but does not guarantee 100%
availability.
4.7 For the avoidance of doubt,
downtime caused directly or indirectly by any of the following shall not be
considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet
or any public telecommunications network;
(c) a fault or failure of the
Customer's computer systems or networks;
(d) any breach by the Customer of
this Agreement; or
(e) scheduled maintenance carried out
in accordance with this Agreement.
4.8 The Customer must comply with
Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the
Hosted Services with the authority of the Customer or by means of an
administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.9 The Customer must not use the
Hosted Services in any way that causes, or may cause, damage to the Hosted
Services or Platform or impairment of the availability or accessibility of the
Hosted Services.
4.10 The Customer must not use the
Hosted Services:
(a) in any way that is unlawful,
illegal, fraudulent or harmful; or
(b) in connection with any unlawful,
illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the
Customer has no right to access the software code (including object code, intermediate
code and source code) of the Platform, either during or after the Term.
4.12 The Provider may suspend the
provision of the Hosted Services if any amount due to be paid by the Customer
to the Provider under this Agreement is overdue, and the Provider has given to
the Customer at least 30 days' written notice, following the amount becoming
overdue, of its intention to suspend the Hosted Services on this basis.
5. Maintenance Services
5.1 The Provider shall provide the
Maintenance Services to the Customer during the Term.
5.2 The Provider shall where
practicable give to the Customer at least 10 Business Days' prior written
notice of scheduled Maintenance Services that are likely to affect the
availability of the Hosted Services or are likely to have a material negative
impact upon the Hosted Services, without prejudice to the Provider's other
notice obligations under this main body of this Agreement.
5.3 The Provider shall give to the
Customer at least 10 Business Days' prior written notice of the application of
an Upgrade to the Platform.
5.4 The Provider shall give to the
Customer written notice of the application of any security Update to the
Platform and at least 10 Business Days' prior written notice of the application
of any non-security Update to the Platform.
5.5 The Provider shall provide the
Maintenance Services in accordance with the standards of skill and care
reasonably expected from a leading service provider in the Provider's industry.
5.6 The Provider may suspend the
provision of the Maintenance Services if any amount due to be paid by the
Customer to the Provider under this Agreement is overdue, and the Provider has
given to the Customer at least 30 days' written notice, following the amount
becoming overdue, of its intention to suspend the Maintenance Services on this
basis.
6. Support Services
6.1 The Provider shall provide the
Support Services to the Customer during the Term.
6.2 The Provider shall make available
to the Customer a helpdesk in accordance with the provisions of this main body
of this Agreement.
6.3 The Provider shall provide the
Support Services in accordance with the standards of skill and care reasonably
expected from a leading service provider in the Provider's industry.
6.4 The Customer may use the helpdesk
for the purposes of requesting and, where applicable, receiving the Support
Services; and the Customer must not use the helpdesk for any other purpose.
6.5 The Provider shall respond
promptly to all requests for Support Services made by the Customer through the helpdesk.
6.6 The Provider may suspend the
provision of the Support Services if any amount due to be paid by the Customer
to the Provider under this Agreement is overdue, and the Provider has given to
the Customer at least 30 days' written notice, following the amount becoming
overdue, of its intention to suspend the Support Services on this basis.
7. Customer Data
7.1 The Customer hereby grants to the
Provider a non-exclusive licence to copy, reproduce, store, distribute,
publish, export, adapt, edit and translate the Customer Data to the extent
reasonably required for the performance of the Provider's obligations and the
exercise of the Provider's rights under this Agreement. The Customer also
grants to the Provider the right to sub-license these rights to its hosting,
connectivity and telecommunications service providers, subject to any express
restrictions elsewhere in this Agreement.
7.2 The Customer warrants to the
Provider that the Customer Data when used by the Provider in accordance with
this Agreement will not infringe the Intellectual Property Rights or other
legal rights of any person, and will not breach the provisions of any law,
statute or regulation, in any jurisdiction and under any applicable law.
7.3 The Provider shall create a
back-up copy of the Customer Data at least daily, shall ensure that each such
copy is sufficient to enable the Provider to restore the Hosted Services to the
state they were in at the time the back-up was taken, and shall retain and
securely store each such copy for a minimum period of 30 days.
7.4 Within the period of 1 Business
Day following receipt of a written request from the Customer, the Provider
shall use all reasonable endeavours to restore to the Platform the Customer
Data stored in any back-up copy created and stored by the Provider in
accordance with Clause 7.3. The Customer acknowledges that this process will
overwrite the Customer Data stored on the Platform prior to the restoration.
8. Mobile App
8.1 The parties acknowledge and agree
that the use of the Mobile App, the parties' respective rights and obligations
in relation to the Mobile App and any liabilities of either party arising out
of the use of the Mobile App shall be subject to separate terms and conditions,
and accordingly this Agreement shall not govern any such use, rights,
obligations or liabilities.
9. No assignment of Intellectual
Property Rights
9.1 Nothing in this Agreement shall
operate to assign or transfer any Intellectual Property Rights from the
Provider to the Customer, or from the Customer to the Provider.
10. Charges
10.1 The Customer shall pay the Charges
to the Provider in accordance with this Agreement.
10.2 If the Charges are based in whole
or part upon the time spent by the Provider performing the Services, the
Provider must obtain the Customer's written consent before performing Services
that result in any estimate of time-based Charges given to the Customer being
exceeded or any budget for time-based Charges agreed by the parties being
exceeded; and unless the Customer agrees otherwise in writing, the Customer
shall not be liable to pay to the Provider any Charges in respect of Services
performed in breach of this Clause 10.2.
10.3 All amounts stated in or in
relation to this Agreement are, unless the context requires otherwise, stated
exclusive of any applicable value added taxes, which will be added to those
amounts and payable by the Customer to the Provider.
10.4 The Provider may elect to vary any
element of the Charges by giving to the Customer not less than 30 days' written
notice of the variation expiring on any anniversary of the date of execution of
this Agreement, providing that no such variation shall constitute a percentage
increase in the relevant element of the Charges that exceeds 2% over the
percentage increase, since the date of the most recent variation of the
relevant element of the Charges under this Clause 10.4 (or, if no such
variation has occurred, since the date of execution of this Agreement), in the
Retail Prices Index (all items) published by the UK Office for National
Statistics.
11. Payments
11.1 The Provider shall issue invoices
for the Charges to the Customer on or after the invoicing dates set out in Part
2 of Schedule 1 (Hosted Services particulars).
11.2 The Customer must pay the Charges
to the Provider within the period of 30 days following the issue of an invoice
in accordance with this Clause 11, providing that the Charges must in all cases
be paid before the commencement of the period to which they relate.
11.3 The Customer must pay the Charges
by debit card, credit card, direct debit, bank transfer or cheque (using such
payment details as are notified by the Provider to the Customer from time to
time).
11.4 If the Customer does not pay any
amount properly due to the Provider under this Agreement, the Provider may:
(a) charge the Customer interest on
the overdue amount at the rate of 8% per annum above the Bank of England base
rate from time to time (which interest will accrue daily until the date of
actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory
compensation from the Customer pursuant to the Late Payment of Commercial Debts
(Interest) Act 1998.
12. Provider's confidentiality
obligations
12.1 The Provider must:
(a) keep the Customer Confidential
Information strictly confidential;
(b) not disclose the Customer
Confidential Information to any person without the Customer's prior written
consent, and then only under conditions of confidentiality approved in writing
by the Customer;
(c) use the same degree of care to
protect the confidentiality of the Customer Confidential Information as the
Provider uses to protect the Provider's own confidential information of a
similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in
relation to the Customer Confidential Information; and
(e) not use any of the Customer
Confidential Information for any purpose other than for support and
maintenance.
12.2 Notwithstanding Clause 12.1, the
Provider may disclose the Customer Confidential Information to the Provider's
officers, employees, professional advisers, insurers, agents and subcontractors
who have a need to access the Customer Confidential Information for the
performance of their work with respect to this Agreement and who are bound by a
written agreement or professional obligation to protect the confidentiality of
the Customer Confidential Information.
12.3 This Clause 12 imposes no
obligations upon the Provider with respect to Customer Confidential Information
that:
(a) is known to the Provider before
disclosure under this Agreement and is not subject to any other obligation of
confidentiality;
(b) is or becomes publicly known
through no act or default of the Provider; or
(c) is obtained by the Provider from
a third party in circumstances where the Provider has no reason to believe that
there has been a breach of an obligation of confidentiality.
12.4 The restrictions in this Clause 12
do not apply to the extent that any Customer Confidential Information is
required to be disclosed by any law or regulation, by any judicial or
governmental order or request, or pursuant to disclosure requirements relating
to the listing of the stock of the Provider on any recognised stock exchange.
12.5 The provisions of this Clause 12
shall continue in force for a period of 5 years following the termination of
this Agreement, at the end of which period they will cease to have effect.
13. Data protection
13.1 The Provider shall comply with the
Data Protection Laws with respect to the processing of the Customer Personal
Data.
13.2 The Customer warrants to the
Provider that it has the legal right to disclose all Personal Data that it does
in fact disclose to the Provider under or in connection with this Agreement.
13.3 The Customer shall only supply to
the Provider, and the Provider shall only process, in each case under or in
relation to this Agreement:
(a) the Personal Data of data
subjects falling within the categories specified in Part 1 of Schedule 3 (Data
processing information) (or such other categories as may be agreed by the
parties in writing); and
(b) Personal Data of the types
specified in Part 2 of Schedule 3 (Data processing information) (or such other
types as may be agreed by the parties in writing).
13.4 The Provider shall only process
the Customer Personal Data for the purposes specified in Part 3 of Schedule 3
(Data processing information).
13.5 The Provider shall only process
the Customer Personal Data during the Term and for not more than 30 days
following the end of the Term, subject to the other provisions of this Clause
13.
13.6 The Provider shall only process
the Customer Personal Data on the documented instructions of the Customer
(including with regard to transfers of the Customer Personal Data to any place
outside the European Economic Area), as set out in this Agreement or any other
document agreed by the parties in writing.
13.7 The Customer hereby authorises the
Provider to make the following transfers of Customer Personal Data:
(a) the Provider may transfer the
Customer Personal Data internally to its own employees, offices and facilities
in the UK, providing that such transfers must be protected by appropriate
safeguards, namely [specify safeguards];
(b) the Provider may transfer the
Customer Personal Data to its sub-processors in the jurisdictions identified in
Part 5 of Schedule 3 (Data processing information), providing that such
transfers must be protected by any appropriate safeguards identified therein;
and
(c) the Provider may transfer the
Customer Personal Data to a country, a territory or sector to the extent that
the European Commission has decided that the country, territory or sector
ensures an adequate level of protection for Personal Data.
13.8 The Provider shall promptly inform
the Customer if, in the opinion of the Provider, an instruction of the Customer
relating to the processing of the Customer Personal Data infringes the Data
Protection Laws.
13.9 Notwithstanding any other
provision of this Agreement, the Provider may process the Customer Personal
Data if and to the extent that the Provider is required to do so by applicable
law. In such a case, the Provider shall inform the Customer of the legal
requirement before processing, unless that law prohibits such information on
important grounds of public interest.
13.10 The Provider shall ensure that
persons authorised to process the Customer Personal Data have committed
themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality.
13.11 The Provider and the Customer
shall each implement appropriate technical and organisational measures to
ensure an appropriate level of security for the Customer Personal Data,
including those measures specified in Part 4 of Schedule 3 (Data processing information).
13.12 The Provider must not engage any
third party to process the Customer Personal Data without the prior specific or
general written authorisation of the Customer. In the case of a general written
authorisation, the Provider shall inform the Customer at least 14 days in
advance of any intended changes concerning the addition or replacement of any
third party processor, and if the Customer objects to any such changes before
their implementation, then the Customer may terminate this Agreement on 7 days'
written notice to the Provider, providing that such notice must be given within
the period of 7 days following the date that the Provider informed the Customer
of the intended changes. The Provider shall ensure that each third party
processor is subject to the same legal obligations as those imposed on the
Provider by this Clause 13.
13.13 As at the Effective Date, the
Provider is hereby authorised by the Customer to engage, as sub-processors with
respect to Customer Personal Data, the third parties identified in Part 5 of
Schedule 3 (Data processing information).
13.14 The Provider shall, insofar as
possible and taking into account the nature of the processing, take appropriate
technical and organisational measures to assist the Customer with the fulfilment
of the Customer's obligation to respond to requests exercising a data subject's
rights under the Data Protection Laws.
13.15 The Provider shall assist the
Customer in ensuring compliance with the obligations relating to the security
of processing of personal data, the notification of personal data breaches to
the supervisory authority, the communication of personal data breaches to the
data subject, data protection impact assessments and prior consultation in
relation to high-risk processing under the Data Protection Laws. The Provider
may charge the Customer at its standard time-based charging rates for any work
performed by the Provider at the request of the Customer pursuant to this
Clause 13.15.
13.16 The Provider must notify the
Customer of any Personal Data breach affecting the Customer Personal Data
without undue delay and, in any case, not later than 72 hours after the
Provider becomes aware of the breach.
13.17 The Provider shall make available
to the Customer all information necessary to demonstrate the compliance of the
Provider with its obligations under this Clause 13 and the Data Protection
Laws. The Provider may charge the Customer at its standard time-based charging
rates for any work performed by the Provider at the request of the Customer
pursuant to this Clause 13.17, providing that no such charges shall be levied
with respect to the completion by the Provider (at the reasonable request of
the Customer, not more than once per calendar year) of the standard information
security questionnaire of the Customer.
13.18 The Provider shall, at the choice
of the Customer, delete or return all of the Customer Personal Data to the
Customer after the provision of services relating to the processing, and shall
delete existing copies save to the extent that applicable law requires storage
of the relevant Personal Data.
13.19 The Provider shall allow for and
contribute to audits, including inspections, conducted by the Customer or
another auditor mandated by the Customer in respect of the compliance of the
Provider's processing of Customer Personal Data with the Data Protection Laws
and this Clause 13. The Provider may charge the Customer at its standard
time-based charging rates for any work performed by the Provider at the request
of the Customer pursuant to this Clause 13.19, providing that no such charges
shall be levied where the request to perform the work arises out of any breach
by the Provider of this Agreement or any security breach affecting the systems
of the Provider.
13.20 If any changes or prospective
changes to the Data Protection Laws result or will result in one or both
parties not complying with the Data Protection Laws in relation to processing
of Personal Data carried out under this Agreement, then the parties shall use
their best endeavours promptly to agree such variations to this Agreement as
may be necessary to remedy such non-compliance.
14. Warranties
14.1 The Provider warrants to the
Customer that:
(a) the Provider has the legal right
and authority to enter into this Agreement and to perform its obligations under
this Agreement;
(b) the Provider will comply with all
applicable legal and regulatory requirements applying to the exercise of the
Provider's rights and the fulfilment of the Provider's obligations under this
Agreement; and
(c) the Provider has or has access to
all necessary know-how, expertise and experience to perform its obligations
under this Agreement.
14.2 The Provider warrants to the
Customer that:
(a) the Platform and Hosted Services
will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free
from Hosted Services Defects;
(c) the application of Updates and
Upgrades to the Platform by the Provider will not introduce any Hosted Services
Defects into the Hosted Services;
(d) the Platform will be free from
viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious
software programs; and
(e) the Platform will incorporate
security features reflecting the requirements of good industry practice.
14.3 The Provider warrants to the
Customer that the Hosted Services, when used by the Customer in accordance with
this Agreement, will not breach any laws, statutes or regulations applicable
under English law.
14.4 The Provider warrants to the
Customer that the Hosted Services, when used by the Customer in accordance with
this Agreement, will not infringe the Intellectual Property Rights of any
person in any jurisdiction and under any applicable law.
14.5 If the Provider reasonably
determines, or any third party alleges, that the use of the Hosted Services by
the Customer in accordance with this Agreement infringes any person's
Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in
such a way that they no longer infringe the relevant Intellectual Property
Rights; or
(b) procure for the Customer the
right to use the Hosted Services in accordance with this Agreement.
14.6 The Customer warrants to the
Provider that it has the legal right and authority to enter into this Agreement
and to perform its obligations under this Agreement.
14.7 All of the parties' warranties and
representations in respect of the subject matter of this Agreement are
expressly set out in this Agreement. To the maximum extent permitted by
applicable law, no other warranties or representations concerning the subject
matter of this Agreement will be implied into this Agreement or any related
contract.
15. Acknowledgements and warranty
limitations
15.1 The Customer acknowledges that
complex software is never wholly free from defects, errors and bugs; and
subject to the other provisions of this Agreement, the Provider gives no
warranty or representation that the Hosted Services will be wholly free from
defects, errors and bugs.
15.2 The Customer acknowledges that
complex software is never entirely free from security vulnerabilities; and
subject to the other provisions of this Agreement, the Provider gives no
warranty or representation that the Hosted Services will be entirely secure.
15.3 The Customer acknowledges that the
Hosted Services are designed to be compatible only with that software and those
systems specified as compatible in the Hosted Services Specification; and the
Provider does not warrant or represent that the Hosted Services will be
compatible with any other software or systems.
15.4 The Customer acknowledges that the
Provider will not provide any legal, financial, accountancy or taxation advice
under this Agreement or in relation to the Hosted Services; and, except to the
extent expressly provided otherwise in this Agreement, the Provider does not
warrant or represent that the Hosted Services or the use of the Hosted Services
by the Customer will not give rise to any legal liability on the part of the
Customer or any other person.
16. Limitations and exclusions of
liability
16.1 Nothing in this Agreement will:
(a) limit or exclude any liability
for death or personal injury resulting from negligence;
(b) limit or exclude any liability
for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way
that is not permitted under applicable law; or
(d) exclude any liabilities that may
not be excluded under applicable law.
16.2 The limitations and exclusions of
liability set out in this Clause 16 and elsewhere in this Agreement:
(a) are subject to Clause 16.1; and
(b) govern all liabilities arising
under this Agreement or relating to the subject matter of this Agreement,
including liabilities arising in contract, in tort (including negligence) and
for breach of statutory duty, except to the extent expressly provided otherwise
in this Agreement.
16.3 Neither party shall be liable to
the other party in respect of any losses arising out of a Force Majeure Event.
16.4 Neither party shall be liable to
the other party in respect of any loss of profits or anticipated savings.
16.5 Neither party shall be liable to
the other party in respect of any loss of revenue or income.
16.6 Neither party shall be liable to
the other party in respect of any loss of use or production.
16.7 Neither party shall be liable to
the other party in respect of any loss of business, contracts or opportunities.
16.8 Neither party shall be liable to
the other party in respect of any loss or corruption of any data, database or
software; providing that this Clause 16.8 shall not protect the Provider unless
the Provider has fully complied with its obligations under Clause 7.3 and
Clause 7.4.
16.9 Neither party shall be liable to
the other party in respect of any special, indirect or consequential loss or
damage.
17. Force Majeure Event
17.1 If a Force Majeure Event gives
rise to a failure or delay in either party performing any obligation under this
Agreement (other than any obligation to make a payment), that obligation will
be suspended for the duration of the Force Majeure Event.
17.2 A party that becomes aware of a
Force Majeure Event which gives rise to, or which is likely to give rise to,
any failure or delay in that party performing any obligation under this
Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period
for which it is estimated that such failure or delay will continue.
17.3 A party whose performance of its
obligations under this Agreement is affected by a Force Majeure Event must take
reasonable steps to mitigate the effects of the Force Majeure Event.
18. Termination
18.1 Either party may terminate this
Agreement by giving to the other party at least 30 days' written notice of
termination.
18.2 Either party may terminate this
Agreement immediately by giving written notice of termination to the other
party if the other party commits a material breach of this Agreement.
18.3 Either party may terminate this
Agreement immediately by giving written notice of termination to the other
party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or
substantially all) of its business;
(iii) is or becomes unable to pay its
debts as they fall due;
(iv) is or becomes insolvent or is
declared insolvent; or
(v) convenes a meeting or makes or
proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative
receiver, liquidator, receiver, trustee, manager or similar is appointed over any
of the assets of the other party;
(c) an order is made for the winding
up of the other party, or the other party passes a resolution for its winding
up (other than for the purpose of a solvent company reorganisation where the
resulting entity will assume all the obligations of the other party under this
Agreement); or
(d) if that other party is an
individual:
(i) that other party dies;
(ii) as a result of illness or
incapacity, that other party becomes incapable of managing his or her own
affairs; or
(iii) that other party is the subject
of a bankruptcy petition or order.
19. Effects of termination
19.1 Upon the termination of this
Agreement, all of the provisions of this Agreement shall cease to have effect,
save that the following provisions of this Agreement shall survive and continue
to have effect (in accordance with their express terms or otherwise
indefinitely): Clauses 1, 4.11, 8, 11.2, 11.4, 12, 13.1, 13.3, 13.4, 13.5,
13.6, 13.7, 13.8, 13.9, 13.10, 13.11, 13.12, 13.13, 13.14, 13.15, 13.16, 13.17,
13.18, 13.19, 13.20, 16, 19, 21 and 22.
19.2 Except to the extent that this
Agreement expressly provides otherwise, the termination of this Agreement shall
not affect the accrued rights of either party.
19.3 Within 30 days following the
termination of this Agreement for any reason:
(a) the Customer must pay to the
Provider any Charges in respect of Services provided to the Customer before the
termination of this Agreement; and
(b) the Provider must refund to the
Customer any Charges paid by the Customer to the Provider in respect of
Services that were to be provided to the Customer after the termination of this
Agreement,
without prejudice to the
parties' other legal rights.
20. Notices
20.1 Any notice from one party to the
other party under this Agreement must be given by one of the following methods
(using the relevant contact details set out in Clause 20.2 and Part 3 of
Schedule 1 (Hosted Services particulars)):
(a) delivered personally or sent by
courier, in which case the notice shall be deemed to be received upon delivery;
or
(b) sent by recorded signed-for post,
in which case the notice shall be deemed to be received 2 Business Days
following posting,
providing that, if the stated
time of deemed receipt is not within Business Hours, then the time of deemed
receipt shall be when Business Hours next begin after the stated time.
20.2 The Provider's contact details for
notices under this Clause 20 are as follows: Chronicle Computing Ltd, Kemp
House, 160 City Road, London, EC1V 2NX 01793 313649.
20.3 The addressee and contact details
set out in Clause 20.2 and Part 3 of Schedule 1 (Hosted Services particulars)
may be updated from time to time by a party giving written notice of the update
to the other party in accordance with this Clause 20.
21. General
21.1 No breach of any provision of this
Agreement shall be waived except with the express written consent of the party
not in breach.
21.2 If any provision of this Agreement
is determined by any court or other competent authority to be unlawful and/or
unenforceable, the other provisions of this Agreement will continue in effect.
If any unlawful and/or unenforceable provision would be lawful or enforceable
if part of it were deleted, that part will be deemed to be deleted, and the
rest of the provision will continue in effect (unless that would contradict the
clear intention of the parties, in which case the entirety of the relevant
provision will be deemed to be deleted).
21.3 This Agreement may not be varied
except by a written document signed by or on behalf of each of the parties.
21.4 Neither party may without the
prior written consent of the other party assign, transfer, charge, license or
otherwise deal in or dispose of any contractual rights or obligations under
this Agreement.
21.5 This Agreement is made for the
benefit of the parties, and is not intended to benefit any third party or be
enforceable by any third party. The rights of the parties to terminate,
rescind, or agree any amendment, waiver, variation or settlement under or
relating to this Agreement are not subject to the consent of any third party.
21.6 Subject to Clause 16.1, this
Agreement shall constitute the entire agreement between the parties in relation
to the subject matter of this Agreement, and shall supersede all previous
agreements, arrangements and understandings between the parties in respect of
that subject matter.
21.7 This Agreement shall be governed
by and construed in accordance with English law.
21.8 The courts of England shall have
exclusive jurisdiction to adjudicate any dispute arising under or in connection
with this Agreement.
22. Interpretation
22.1 In this Agreement, a reference to
a statute or statutory provision includes a reference to:
(a) that statute or statutory
provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made
under that statute or statutory provision.
22.2 The Clause headings do not affect
the interpretation of this Agreement.
22.3 References in this Agreement to
"calendar months" are to the 12 named periods (January, February and
so on) into which a year is divided.
22.4 In this Agreement, general words
shall not be given a restrictive interpretation by reason of being preceded or
followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Hosted Services particulars)
1. Specification of Hosted Services
Chronicle Online
2. Financial provisions
Go Cardless, Paypal or equivalent direct
debit mandate
3. Contractual notices
FOA Accounts at Chronicle Computing Ltd
Suite 7
Shrivenham 100 Business Park
Majors Road
Watchfield
SN6 8TZ
Schedule 2 (Acceptable Use Policy)
1. Introduction
1.1 This acceptable use policy (the
"Policy") sets out the rules governing:
(a) the use of the website at , any
successor website, and the services available on that website or any successor
website (the "Services"); and
(b) the transmission, storage and
processing of content by you, or by any person on your behalf, using the
Services ("Content").
1.2 References in this Policy to
"you" are to any customer for the Services and any individual user of
the Services (and "your" should be construed accordingly); and
references in this Policy to "us" are to Chronicle Computing Ltd (and
"we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to
the rules set out in this Policy.
1.4 We will ask for your express
agreement to the terms of this Policy before you upload or submit any Content
or otherwise use the Services.
1.5 You must be at least 18 years of
age to use the Services; and by using the Services, you warrant and represent
to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in
any way that causes, or may cause, damage to the Services or impairment of the
availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful,
illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful,
illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content
complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or
unlawful, must not infringe any person's legal rights, and must not be capable
of giving rise to legal action against any person (in each case in any
jurisdiction and under any applicable law).
3.2 Content, and the use of Content by
us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral
right, database right, trade mark right, design right, right in passing off, or
other intellectual property right;
(d) infringe any right of confidence,
right of privacy or right under data protection legislation;
(e) constitute negligent advice or
contain any negligent statement;
(f) constitute an incitement to commit
a crime, instructions for the commission of a crime or the promotion of
criminal activity;
(g) be in contempt of any court, or in
breach of any court order;
(h) constitute a breach of racial or
religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official
secrets legislation; or
(k) constitute a breach of any
contractual obligation owed to any person.
3.3 You must ensure that Content is not
and has never been the subject of any threatened or actual legal proceedings or
other similar complaint.
4. Graphic material
4.1 Content must be appropriate for all
persons who have access to or are likely to access the Content in question, and
in particular for children over 12 years of age.
4.2 Content must not depict violence in
an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or
sexually explicit.
5. Factual accuracy
5.1 Content must not be untrue, false,
inaccurate or misleading.
5.2 Statements of fact contained in
Content and relating to persons (legal or natural) must be true; and statements
of opinion contained in Content and relating to persons (legal or natural) must
be reasonable, be honestly held and indicate the basis of the opinion.
6. Negligent advice
6.1 Content must not consist of or
contain any legal, financial, investment, taxation, accountancy, medical or
other professional advice, and you must not use the Services to provide any
legal, financial, investment, taxation, accountancy, medical or other
professional advisory services.
6.2 Content must not consist of or
contain any advice, instructions or other information that may be acted upon
and could, if acted upon, cause death, illness or personal injury, damage to
property, or any other loss or damage.
7. Etiquette
7.1 Content must be appropriate, civil
and tasteful, and accord with generally accepted standards of etiquette and
behaviour on the internet.
7.2 Content must not be offensive,
deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory
or inflammatory.
7.3 Content must not be liable to cause
annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to
send any hostile communication or any communication intended to insult,
including such communications directed at a particular person or group of
people.
7.5 You must not use the Services for
the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood
the Services with material relating to a particular subject or subject area,
whether alone or in conjunction with others.
7.7 You must ensure that Content does
not duplicate other content available through the Services.
7.8 You must ensure that Content is
appropriately categorised.
7.9 You should use appropriate and
informative titles for all Content.
7.10 You must at all times be courteous
and polite to other users of the Services.
8. Marketing and spam
8.1 You must not without our written
permission use the Services for any purpose relating to the marketing,
advertising, promotion, sale or supply of any product, service or commercial
offering.
8.2 Content must not constitute or
contain spam, and you must not use the Services to store or transmit spam -
which for these purposes shall include all unlawful marketing communications
and unsolicited commercial communications.
8.3 You must not send any spam or other
marketing communications to any person using any email address or other contact
details made available through the Services or that you find using the
Services.
8.4 You must not use the Services to
promote, host or operate any chain letters, Ponzi schemes, pyramid schemes,
matrix programs, multi-level marketing schemes, "get rich quick"
schemes or similar letters, schemes or programs.
8.5 You must not use the Services in
any way which is liable to result in the blacklisting of any of our IP
addresses.
9. Regulated businesses
9.1 You must not use the Services for
any purpose relating to gambling, gaming, betting, lotteries, sweepstakes,
prize competitions or any gambling-related activity.
9.2 You must not use the Services for
any purpose relating to the offering for sale, sale or distribution of drugs or
pharmaceuticals.
9.3 You must not use the Services for
any purpose relating to the offering for sale, sale or distribution of knives,
guns or other weapons.
10. Monitoring
10.1 You acknowledge that we may actively
monitor the Content and the use of the Services.
11. Data mining
11.1 You must not conduct any systematic
or automated data scraping, data mining, data extraction or data harvesting, or
other systematic or automated data collection activity, by means of or in
relation to the Services.
12. Hyperlinks
12.1 You must not link to any material
using or by means of the Services that would, if it were made available through
the Services, breach the provisions of this Policy.
13. Harmful software
13.1 The Content must not contain or
consist of, and you must not promote, distribute or execute by means of the
Services, any viruses, worms, spyware, adware or other harmful or malicious
software, programs, routines, applications or technologies.
13.2 The Content must not contain or
consist of, and you must not promote, distribute or execute by means of the
Services, any software, programs, routines, applications or technologies that
will or may have a material negative effect upon the performance of a computer
or introduce material security risks to a computer.
Schedule 3 (Data processing information)
1. Categories of data subject
Data may be processed as part of routine
support and maintenance procedures by a trained Chronicle engineer.
2. Types of Personal Data
Names and Address, telephone and email address,
payroll number, national Insurance numbers, contracts of employment, holiday
and sick entitlement
3. Purposes of processing
Strictly for use internally by Chronicle
to support and maintenance our clients environments and a working workforce
management solution
4. Security measures for Personal
Data
Encrypted SQL database, Secure Microsoft
Azure Environment, Passwords protection
5. Sub-processors of Personal Data
Microsoft Azure