CUSTOMER AGREEMENT “RELEEZME SAAS” – LOCKER MANAGEMENT SOFTWARE dated as below.
- [ ] Limited incorporated and registered in [England and Wales] with company number [XXXX] whose registered office is [XXX] (the “Customer”);
- Euro Workspace Limited, a corporation registered in England with company number 07724692, whose registered office is Suite E2, 2nd Floor, The Octagon, Middleborough, Colchester, Essex, C01 1TG (“EWS”)
Hereinafter referred to together as the Parties and individually as a Party.
- EWS is engaged in the sale of locker systems and electronic locker management systems which consist of hardware and software;
- EWS has supplied the Customer with the hardware products, under the terms applicable thereto, required for the use of the electronic locker management system and the customer now wishes to be provided with the Releezme software services (as defined below) (“the Services”);
- The Customer wishes to use Releezme software and (optional) related (installation and support) services which are provided to EWS by VECOS Europe BV a company incorporated and registered in The Netherlands (“VECOS”). The Releezme software services are hosted via a digital platform provided to VECOS by a third party which as at the date this agreement is Microsoft Azure but which may be replaced by another third party from time to time;
- EWS shall be responsible for the functional management of the Services under this agreement (eg. initial configuration, customer training and first line support) and Vecos shall be responsiblefor the technical management (eg. uptime of SaaS solution) of the Services;
- The Customer may have other agreements in place with EWS or a third party for the provision of hardware and/or services related to the Services, and the Parties agree that this agreement is treated as an independent agreement that does not limit or amend such other agreements (and vice versa).
NOW THEREFORE the Parties agree as follows:
- In this Agreement, the following words and phrases shall have the following meanings unless the context requires otherwise: –
Acknowledgement means an acknowledgement issued by EWS in response to an Order in which EWS confirms or, if appropriate, amends the terms of agreement reached between the Parties as set out in the Order;
Agreement means this agreement (including the Schedules to it), together with the Order, the Acknowledgement and the Releezme SaaS Conditions;
- Charges means the fees payable by the Customer to EWS in consideration of the Services to be delivered as set out in the Order and confirmed or amended in the Acknowledgement;
- Data Processor Annex means the annex to this agreement enclosed at Schedule 2;
- Order means a written order from the Customer to EWS for the provision of the Services in response to which EWS will issue an Acknowledgement;
- Quotation means a quotation from EWS to the Customer, in which a specific description of the Services and Charges is provided, against which the Customer will issue an Order;
- Releezme SaaS Conditions means the terms and conditions named Releezme SaaS Conditions and dated 1 March 2019, a copy of which is enclosed at Schedule 3, or any subsequent revision thereof from time to time.
- Services means the services as set out in the Order and confirmed or amended in the Acknowledgement.
- Subject of the agreement
- EWS shall provide the Services to the Customer as set out in the Order subject to confirmation or amendment in the Acknowledgement.
- If at any time or from time to time the Customer wishes to purchase additional services from EWS it shall require a new quotation against which the Customer can place an Order under a separate agreement (“New Agreement”).
- The Releezme SaaS Conditions apply to this Agreement and shall apply to any New Agreement. The Customer hereby confirms it has received a copy of the Releezme SaaS Conditions and agrees that subject to the terms of any agreement it enters into with EWS from time to time which states to the contrary, it agrees to be bound by the terms of the Releezme SaaS Conditions.
- Subject to any terms and conditions supplied by EWS to the Customer from time to time to the contrary, the Releezme SaaS Conditions shall be the only terms and conditions upon which the Services will be supplied to the Customer and the same shall be incorporated into each Order to the exclusion of all other terms and conditions.
- Subject to clauses 2.3 and 2.4, in the event of any conflict between the Parties relating to this Agreement the following order of ranking shall determine how this Agreement shall be interpreted: –
- The Acknowledgement;
(b) The Order;
(c) The Releezme SaaS Conditions; and
(d) The Data Processor Annex.
- Term and Termination
- This Agreement shall come into effect on the date of signing hereof by the Parties and shall continue for an initial period of two years (the initial period”). At the end of the Initial Period, the Agreement shall automatically be extended for subsequent renewal periods of one year (a “Renewal Period”) unless terminated by either Party giving the other Party not less than three months’ written notice such notice to take effect at the end of the Initial Period or end of a Renewal Period, as the case may be.
THIS AGREEMENT has been signed by the Parties on the date below.
|For CUSTOMER||For EURO WORKSPACE LTD|
|Name and title||Name and title|
|Date and place||Date and place|
ORDER / PRICING
Releezme Cloud Pricelist 2020– Corporate Direct
This agreement and order are based on the following initial pricing schedule.
SaaS, incl. software, hosting, technical maintenance & updates
- Lockers are totaled per location
- Fixed pricing in price brackets
- Yearly invoiced, recurring
|Article Nr||Number of lockers|
|From||Until||Fee Per Month|
|SAAS017||5000+||Please contact sales||£|
Import and API’s
|Article Nr||Number of users||SCIM API
|From||Until||Fee Per Month|
|SCIM010||5000+||Please contact sales||£||0.05|
|Article Nr||Number of users||System API
(3rd party control)
|From||Until||Fee Per Month|
|SAPI010||5000+||Please contact sales||£|
Cloud Setup & Configuration Services
- Lockers are totalled per location
- Fixed pricing in price brackets
- Yearly invoiced, recurring
|Number of lockers||Price|
|From||Until||Setup & config|
Engineer Support Costs (Telephone Support/Advice)
|Article Nr||Extra Support Rates||Price per hour|
|D00002||Day rates incl Travel and Expenses to be agreed with YWS sales|
|For CUSTOMER||For EURO WORKSPACE LIMITED|
|Name and title||Name and title|
|Date and place||Date and place|
|Order number (if applicable)|
Data Processor ANNEX
(data controller to data processor)
1.1 In this Annex the following words and phrases shall have the following meanings unless the context requires otherwise: –
Agreement means [this Agreement / enter relevant agreement between EWS and the Customer];
Affiliate means in relation to either party the ultimate parent company of that party and any company, partnership or legal entity of which the ultimate parent company directly or indirectly owns more than 50% of the issued share capital or otherwise directs the activities of such other legal entity;
- Applicable Data Processor Laws means the Data Protection Laws that are applicable to EWS as the Data Processor;
- Applicable Data Protection Laws means the Data Protection Laws applicable to the Customer as Data Controller;
- Customer means the customer of EWS that is the Data Controller on behalf of whom EWS acts as a Data Processor;
- Data Controller means the entity or natural person which alone or jointly with others determines the purposes and means of the Processing;
- Data Processor means the entity or natural person which Processes Personal Data on behalf of a Data Controller;
- Data Protection Laws means (i) up to and including 24 May 2018, Directive 95/46/EC and thereafter the GDPR, and (ii) all laws and regulations and sector recommendations containing rules for the protection of individuals with regard to the Processing, including without limitation security requirements for, and the free movement of, Personal Data;
- Data Security Breach means the accidental or unlawful destruction, loss, alteration, unauthorised Disclosure of, or access to the Personal Data of an Individual;
- Directive 95/46/EC means Directive 95/46/EC on the protection of individuals with regard to the processing and free movement of such data;
- Disclosure means any form of disclosure of Personal Data to (including remote access by) any Employee or any Third Party. Disclose and Disclosed are to be construed accordingly;
- EC Standard Contractual Clauses means the EC Standard Contractual Clauses as published in the Decision of the European Commission of 5 February 2010 (Decision 2010/87/EC), or any subsequent version thereof;
- EEA means all member states of the European Union, Iceland, Liechtenstein, Norway and, for the purposes of the Annex, Switzerland and the United Kingdom;
- Employee means any employee, agent, contractor, work-for-hire or any other person working under the direct authority of EWS;
- GDPR means EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
- Individual means any individual whose Personal Data is Processed by EWS as a Processor on behalf of Customer in the course of the performance of the Agreement;
- Non-Adequate Country means a country that is deemed not to provide an adequate level of protection of Personal Data within the meaning of Directive 95/46/EC or the GDPR;
- Personal Data means any information relating to an identified or identifiable individual that is Processed by EWS on behalf of Customer in the course of the performance of the Agreement;
- Processing means any operation that is performed on Personal Data, whether or not by automated means, such as collection, recording, storage, organisation, alteration, use, Disclosure (including the granting of remote access), transmission or deletion of Personal Data. Process and Processed are to be construed accordingly;
- Sub-Processor means (i) VECOS engaged by EWS acting as a Data Processor on behalf of the Customer as the Data Controller and (ii) any Third Party, including VECOS’s Affiliates, engaged by VECOS that Processes Personal Data under the instruction or supervision of VECOS; and
Third Party means any party other than the parties to the Agreement.
This Data Protection Annex is an annex to the Agreement pursuant to which Customer – acting as a the Data Controller – engages EWS as a Processor. This Annex is applicable whether or not the Customer is a Data Controller that is subject to the Applicable Data Protection Laws. Terms used in this Annex have the same meaning as those used in the Agreement, unless explicitly provided otherwise in Clause 1 (Definitions in this Data Protection Annex). If there are any conflicts between this Annex and the Agreement on the subject of data privacy, the Annex prevails.
- EWS shall only Process Personal Data on documented instructions from the Customer and only for purposes authorised by the Customer. EWS shall immediately inform the Customer if, in its opinion, an instruction infringes the Applicable Data Processor Laws or other (member states of the) European Union’s data protection provisions.
- The Customer hereby instructs EWS to Process Personal Data in accordance with the specifications set out in Schedule 2.1 (Data Processing Specifications) to this Annex.
- EWS may not Process Personal Data for its own purposes without the prior written consent of the Customer. If EWS Processes Personal Data for its own or other purposes, EWS is the Data Controller in respect of such Processing and is subject to the Applicable Data Protection Laws.
- APPLICABLE LAW
- When carrying out its obligations under the Agreement, EWS shall comply with the Applicable Data Protection Laws and any Applicable Data Processor Laws.
- EWS shall deal promptly and appropriately with requests for assistance from the Customer to ensure compliance of the Processing with Applicable Data Protection Laws.
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, EWS shall implement appropriate technical, physical and organisational security measures appropriate to the risk, in particular to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised Disclosure or access, and against all other forms of unlawful Processing including, but not limited to, unnecessary collection or further Processing.
- NON-DISCLOSURE AND CONFIDENTIALITY
- EWS shall keep Personal Data confidential and shall not Disclose Personal Data in any way to any Employee or Third Party without the prior written approval of the Customer, except where (i) subject to Clauses 2 of this schedule, the Disclosure is required for the performance of the Processing, or (ii) subject to Clause 10.1(b) of this schedule, where Personal Data need to be Disclosed to a competent public authority to comply with a legal obligation or as required for audit purposes.
- EWS shall provide Employees with access to Personal Data only to the extent necessary to perform the Processing. EWS shall ensure that any Employee it authorises to have access to Personal Data Processed on behalf of EWS commit themselves to the confidentiality and security of the Personal Data.
- The Customer hereby provides EWS with a general authorisation to engage Sub-Processors. EWS remains fully liable to the Customer for the Sub-Processor’s performance of the contract, as well as for any acts or omissions of the Sub-Processor in regard to its Processing.
- EWS engages Vecos Europe B.V. (locker management solution), Microsoft (Azure platform), Sioux Technologies B.V. (support and software development), Amazon Web Services EMEA SARL (SMTP relay), WSB Solutions (Office) as sub-processors. EWS shall inform Customer of any intended changes concerning the addition or replacement of Sub-Processors.
- AUDIT AND COMPLIANCE
- EWS shall, at the Customer’s expense make the Processing systems, facilities and supporting documentation (excluding those of its Sub-Processors) relevant to the Processing of Personal Data available for an audit by the Customer or a qualified independent assessor selected by the Customer and provide all assistance the Customer may reasonably require for the audit. If the audit demonstrates that EWS has breached any obligation under this Schedule, EWS shall immediately cure that breach.
- The Customer shall: –
- give EWS reasonable notice of the intention to perform an audit pursuant to Clause 1;
- procure that its representatives and nominees conducting the audit comply with EWS’s reasonable confidentiality and health and safety regulations, as notified by EWS to the Customer; and
- procure that its representatives and nominees conducting the audit use reasonable efforts to minimise any disruption to EWS’s business caused by the performance of the audit.
- INSPECTION OR AUDITS BY PUBLIC AUTHORITIES
EWS shall submit its relevant Processing systems, facilities and supporting documentation to an inspection or audit relating to the Processing by a competent public authority if this is necessary to comply with a legal obligation. In the event of any inspection or audit, each Party shall provide all reasonable assistance to the other Party in responding to that inspection or audit. If a competent public authority deems the Processing in relation to the Agreement unlawful, the Parties shall take immediate action to ensure future compliance with any Applicable Data Protection Laws and Applicable Data Processor Laws.
- NOTIFICATIONS OF DISCLOSURES AND DATA SECURITY BREACHES
- EWS shall inform the Customer without undue delay, and in any case within 48 hours, if it:
- receives an inquiry, a subpoena or a request for inspection or audit from a competent public authority relating to the Processing, except where EWS are otherwise prohibited by law from making such disclosure;
- intends to Disclose Personal Data to any competent public authority; or
- detects or reasonably suspects that a Data Security Breach has occurred.
- In the event of a Data Security Breach, EWS shall promptly take adequate remedial measures. Furthermore, EWS shall promptly provide the Customer with all relevant information as requested by the Customer regarding the Data Security Breach. EWS shall fully cooperate with the Customer to develop and execute a response plan to address the Data Security Breach. EWS shall at the request of the Customer cooperate in adequately informing the Individuals involved.
- EWS shall inform the Customer without undue delay, and in any case within 48 hours, if it:
- COOPERATION, COMPLAINTS, REQUESTS AND ENQUIRIES
- EWS shall deal promptly and appropriately with inquiries of the Customer related to the Processing under the Agreement.
- EWS shall promptly inform the Customer of any complaints, requests or enquiries received from Individuals, including but not limited to requests to access, correct, delete, block or restrict access to their Personal Data or receive a machine-readable copy thereof. At the Customer’s request, EWS shall assist the Customer with fulfilling its obligation to respond to such complaints, requests or enquiries. EWS shall not respond to the Individual directly except where specifically instructed to do so by the Customer.
- ASSISTANCE WHEN CONDUCTING DATA PROTECTION IMPACT ASSESSMENTS
EWS shall, at the customer’s costs and expense, assist the Customer when conducting any data protection impact assessments in connection with the performance of this Agreement.
- NOTIFICATION OF NON-COMPLIANCE AND RIGHT TO SUSPEND OR TERMINATE
- EWS shall promptly notify the Customer if it it:
- cannot for any reason comply with its obligations under this Annex; or
- becomes aware of any circumstance or change in Applicable Data Processor Laws that is likely to have a substantial adverse effect on its ability to meet its obligations under this Annex.
- EWS shall promptly notify the Customer if it it:
- RETURN AND DESTRUCTION OF PERSONAL DATA
- All Personal Data shall be immediately returned to the Customer and/or deleted upon the Customer’s first request. EWS shall not retain Personal Data any longer than is necessary for the purposes of performing its obligations under the Agreement.
- Upon termination of the Agreement, EWS shall, at the option of the Customer, return the Personal Data and copies thereof to the Customer and/or shall securely destroy such Personal Data, except to the extent the Agreement or Applicable Processor Laws provides otherwise. In that case, EWS shall no longer Process the Personal Data, except to the extent required by the Agreement or Applicable Data Processor Laws. The Customer may require EWS to promptly, and in any case within thirty (30) days, confirm and warrant that EWS has returned, deleted and/or destroyed all copies of Personal Data. EWS shall, at the request of the Customer, allow its Processing facilities to be audited to verify that EWS has complied with its obligations under this Clause 2.
- EWS shall not transfer Personal Data to any Non-Adequate Country outside the EEA or make any Personal Data accessible from any such Non-Adequate Country without the prior written consent of the Customer.
- Any transfer of Personal Data outside the EEA to EWS or any Sub-Processor in a Non-Adequate Country shall be governed by the terms of the EC Standard Contractual Clauses to be signed between the Customer and, as the case may be, EWS, EWS’s Affiliates or Sub-Processors. EWS shall ensure that, to the extent required by Applicable Data Protection Laws, all Sub-Processors approved by EWS sign the EC Standard Contractual Clauses. Customer and EWS work together to apply for and obtain any permit, authorisation or consent that may be required under Applicable Data Protection Laws in respect of the implementation of this Clause 2.
- If in the course of the Agreement the EC Standard Contractual Clauses are (i) invalidated by the European Court of Justice or (ii) replaced by the European Commission with a new or successor set of standard contractual clauses, the Customer and EWS shall without undue delay enter into good faith negotiations to execute such standard contractual clauses or implement an alternative data transfer mechanism provided by Applicable Data Protection Laws at Customer’s written request. If the Customer and EWS do not reach agreement within two months following the day on which the Customer sent such written request, then the Customer has the right to terminate the Agreement without penalty and effective immediately.
|For CUSTOMER||For EURO WORKSPACE LIMITED|
|Name and title||Name and title|
|Date and place||Date and place|
DATA PROCESSING SPECIFICATIONS
(a) the subject matter and duration of the Processing
the processing of Personal Data by EWS pursuant to an agreement between EWS and the Customer, where EWS acts as a processor on behalf of the Customer (as the Data Controller), for the duration of the Agreement.
(b) the nature and purpose of the Processing
processing of Personal Data necessary for the use and support of the smart locker system provided by EWS to the Customer.
(c) the types of Personal Data
Name and address details, contact details such as email, phone number, personnel registration number, access records (usage of the locker: which locker from which duration, opening and closing time of the locker door), badge number of lockers used (typically the building access card) with a start and end date of use and a ‘friendly’ name on the badge. For persons that use a mobile phone, the unique id of the phone together with the brand, operation system and operating system version number.
(d) the categories of Individuals that will be processed by EWS
Users of the smart locker system provided by EWS to the Customer, such as employees and guests of the Customer, system administrators.
releezme SAAs conditions
Agreement means the Customer Agreement, the Order, these Euro Workspace Releezme SaaS Conditions and the Data Processor Agreement;
Charges means the fees payable by Customer to Euro Workspace in consideration of the Services as set out in an Order;
- Confidential Information means any and all information which concerns the business, operations or customers of a Party, whether (i) received by the Recipient directly from the Disclosing Party or from any other person; or (ii) generated or compiled by the Recipient itself and shall include all summaries, notes, memoranda and any other documents executed by the Recipient to the extent they contain that information, in each case in any medium or format whatsoever and whether marked “confidential” or not;
- Customer Agreement means the agreement pursuant to which Orders are placed and to which these Euro Workspace Releezme SaaS Conditions apply;
- Customer Data means all Data that are either owned or originated by or on behalf of the Customer and Permitted Users (including where originated by Euro Workspace on behalf of the Customer or Permitted Users) and (a) which are or may be used or generated in connection with this Agreement or (b) to which Euro Workspace has access under this Agreement;
- Data means data, data formats, data compilations, information, designs, documentation, texts, drawings or records, including personal data;
- Disclosing Party means (i) the Customer in case it provides its Confidential Information to Euro Workspace; or (ii) Euro Workspace in case it provides its Confidential information to the Customer;
- Force Majeure means any events outside the reasonable control of a Party including in any event in the case of Euro Workspace a failure to perform caused by their supplier;
- Hardware means the locker hardware that is physically delivered to the Customer by or on behalf Euro Workspace and forms part of the electronic locker system (e.g. the electronic lock, the locker bank controller, hubs, controllers and power supplies, but not server hardware or related items);
- Intellectual Property Rights means (i) copyrights, patents, database rights and rights in trademarks, trade names, service marks, domain names and designs (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
- Offer means an offer from Euro Workspace to Customer, in which a specific description of the Services and Charge to be agreed between the Parties is provided, and which upon signing or explicit acceptance thereof by Customer will establish an Order;
- Order means a written order from Customer to Euro Workspace for the provision of the Services, as further specified in an Offer signed by Customer or otherwise explicitly accepted by Customer;
- Permitted Users means, in relation to the Recipient, any of its Personnel;
- Personnel means an employee, director, officer, contractor or consultant of a Party;
- Recipient means (i) the Customer in case it receives Confidential Information from Euro Workspace, or (ii) Euro Workspace in case it receives Confidential information from the Customer;
Services means the (SaaS) services as set forth in the Order, including in any event providing access to the Software;
- Service Request means a question or a problem that Customer perceives using the Software, which shall be handled by Euro Workspace in accordance with the response levels as agreed in an Order;
- Software means the Releezme program(s) that are provided under the Agreement on a software-as-a-service basis, together with any technical information and documentation necessary for the use of those programs and including all updates, new releases and modifications of those computer programs, and including all Third Party software used in connection therewith;
- Subcontractor means a partner of Euro Workspace engaged by or on behalf of Euro Workspace under a subcontract; and
- Third Party means each person or entity which is not a party to this Agreement;
- Third Party Supplier means each Third Party with whom Euro Workspace has entered into a contract or agreement (whether or not in writing) under which that Third Party agrees to provide information technology facilities or services used in the provision of all or any part of the Services, such as Microsoft Azure, Google Play and Apple.
- interpretation and definitions
- These Euro Workspace Releezme SaaS Conditions apply to each Service or Customer Agreement, Offer, Order, the Data Processor Agreement or any potential subsequent offers. and orders insofar as the Parties have not explicitly and writing or electronically (per e-mail) have agreed otherwise.
- The applicability of general terms and conditions of Customer are hereby explicitly rejected.
- Provision of Services and Software License
- Euro Workspace shall provide the Software and Services to Customer in accordance with the terms and conditions set out in the Agreement. Euro Workspace shall use reasonable endeavours to provide the Services in accordance with the service levels as set out in clause 8.
- If Euro Workspace Personnel provides Services at Customer’s premises or requires access to perform the Service to meet the service levels as set out in clause 8, Euro Workspace will be granted access to the premises in a timely manner. Customer will facilitate Euro Workspace Personnel with reasonably requested facilities (i.e. a working space including telecommunication facilities) and shall indemnify Euro Workspace for Third Party (including Euro Workspace Personnel) claims to damages, related to the performance under this clause 2, which is attributable to an act or omission of Customer. Euro Workspace shall follow Customer’s reasonable household rules, if such rules have been approved by Euro Workspace in advance.
- Customer Obligations
- Customer shall promptly provide Euro Workspace all equipment (such as Data, Hardware and software), indicated by Euro Workspace to Customer as required for the performance of the Agreement or any such equipment of which Customer should have reasonably known it to be required Euro Workspace’s performance of the Agreement.
- If the equipment which is necessary for the performance of the Services by Euro Workspace, are not provided or not provided in a timely manner to Euro Workspace, Euro Workspace will have the right to suspend the Services and charge Customer for any expenses it has incurred thereto.
- Customer shall provide, or procure the provision of, all information, consents and cooperation with Euro Workspace as set out in the Agreement or requested by Euro Workspace. Customer warrants that all information, Data and documentation disclosed or to be disclosed by Customer will be true and accurate. Customer shall consider in good faith any request by Euro Workspace for additional information and assistance not specified in these Euro Workspace Releezme SaaS Conditions.
- Customer shall promptly inform Euro Workspace of Customer’s failure to perform any of its obligations under the Agreement, or other circumstances which could materially affect the performance of it’s or the Euro Workspace’s obligations under the Agreement.
- Charges and Payment Terms
- Customer shall pay the Charges in advance in accordance with the Order. Euro Workspace shall invoice Customer in accordance with an Order. All amounts included in an Offer and Order are non-refundable, and are exclusive of VAT. All payments due shall be made in GBP.
- The Charges shall by invoiced yearly in advance. These charges must be paid before the new calendar year commences, ultimately on 31 December. Euro Workspace shall ensure the invoice is send timely with regards to the payment terms.
- Customer shall pay Euro Workspace the Charges without deduction based on any currency control restrictions, import duties, or any sales, use, value added or other taxes or withholdings. Should any payment from Customer to Euro Workspace be subject of any such deductions, withholdings or taxes, the amount shall be grossed up by the amount of such deductions in order that the sum receivable by Euro Workspace shall be the applicable amount.
- Euro Workspace may use electronic tools and procedures to measure and monitor Customer’s allowed use of the Software and the Services for billing purposes and to verify compliance with the terms of the Agreement. In the event Euro Workspace’s measurement and monitoring reveals any deficiency between the amounts paid to Euro Workspace and the amounts that should have been paid to Euro Workspace, Customer shall promptly remit payment to Euro Workspace of such undisputed amounts.
- If any part of the Charges is subject to a good faith dispute between Customer and Euro Workspace, then the following procedure shall apply:
- Customer shall pay to Euro Workspace all amounts not disputed in good faith by Customer on or before the associated due date;
- Customer shall notify Euro Workspace, within ten days after the date of receipt by Customer of the relevant invoice, of any disputed amounts and shall, as soon as reasonably practicable after it has notified Euro Workspace, describe in reasonable detail Customer’ reasons for disputing each amount; and
- Parties shall seek to reach settlement of the items that are the subject of the dispute.
- In the event that Customer is in default of payment, Euro Workspace may notify Customer in writing that it will suspend or terminate (the relevant part of) the Services or the Agreement if Customer does not pay such undisputed, due amount within thirty days from the date of such notice. If Customer fails to make such payment within the aforesaid notice period, then Euro Workspace shall have the right to suspend or terminate (the relevant part of) the Services or the Agreement that relate to such outstanding undisputed amount until such time as it has been paid.
- When any dispute regarding the Charges is resolved, Customer shall pay any sum which is agreed or determined to be payable by Customer to Euro Workspace (whether that sum is the amount originally invoiced or a reduced amount) within fifteen days after the date of resolution of that dispute or on the original due date of the invoice that contained the disputed amount, whichever is later.
- In case a Third Party Supplier (e.g. Microsoft Azure, Google Play and Apple) increases its charges, Euro Workspace may increase the Charges accordingly, with effect from the next payment date in accordance with clause 5.2.
- In case a Third Party Supplier amends the terms under which Euro Workspace obtains its products or services, Euro Workspace may impose similar amendments to the Customer, subject to a minimum notice period of 30 calendar days.
- Euro Workspace may amend the Charges in accordance with a standard indexation of 2,5%, which may be applied each calendar year.
- Protection of Intellectual Property Rights
- Customer acknowledges that all Intellectual Property Rights in the Software and the Services are vested, and shall remain vested, in Euro Workspace. Except as expressly stated in the Agreement, the Agreement does not grant Customer any rights to, or in, any Intellectual Property Rights in the Software or the Services.
- Euro Workspace acknowledges that all Intellectual Property Rights (if any) in or to Customer Data are vested, shall vest and shall remain vested, in Customer.
- Subject to Customer’s payment of the Charges, the restrictions set out in this clause 6 and the other terms and conditions of the Agreement, Euro Workspace hereby grants to Customer with effect from the effective date of the Agreement, a non-exclusive, non-transferable, non-sublicensable, royalty-free right to permit Permitted Users to use the Software and the Services during the term of the Agreement.
- Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Software that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Euro Workspace reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this clause 6.
- Customer shall not alter or modify the whole or any part of the Software; or decompile, disassemble or reverse engineer the object code of the Software, except as may be allowed (a) by any applicable law which is incapable of exclusion or (b) by explicit agreement to that end between the Parties.
- Customer shall not access all or any part of the Software in order to build a product or service which competes with the Services.
- Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify the Euro Workspace.
- Subject to clause 9, Euro Workspace shall indemnify the Customer from all claims, suits, actions, awards and damages (“Claims”) for infringement of any intellectual property rights arising out use by the Customer of materials provided by Euro Workspace through Third Party Suppliers in accordance with the licenses granted under the Agreement, provided Customer duly notifies Euro Workspace of any such claim, suit or action within 10 days after its receipt.
- Euro Workspace shall have no obligation under clause 6.8 for any infringement arising from: (i) items or materials included in the materials provided by the Customer to Euro Workspace or (ii) the unauthorized modification, combination, operation, or use of the Software by Customer, to the extent the claim would not have arisen from that unauthorized modification, combination, operation, or use not occurred, (iii) the breach of the Agreement by the Customer, or (iv) failure of Customer immediately to use an update of the Software as instructed by Euro Workspace to avoid the infringement.
- Customer is obliged to transfer promptly all information with respect to any claim or threatened claim received in respect of the Software and any other Intellectual Property Rights of Euro Workspace and/or its licensors. Customer shall have no authority whatsoever to enter into any negotiations with the purpose of settling such claims and Customer shall at all times act only upon written instructions received from Euro Workspace. Customer shall assist Euro Workspace in any procedures and/or negotiations against or with Third Parties. Customer shall refrain from making any admission, statement or doing any acts or things which might invalidate or affect Euro Workspace’s Intellectual Property Rights or interest pertaining to the Intellectual Property Rights.
- Confidential Information
- The Recipient undertakes to the Disclosing Party to treat as confidential all Confidential Information of the Disclosing Party. The Recipient may only use the Confidential Information of the Disclosing Party for the purposes of and in accordance with the Agreement. The Recipient may provide its Permitted Users with access to the Confidential Information of the Disclosing Party on a strict “need-to-know” basis only. The Recipient shall ensure that each of its Permitted Users is bound to hold all Confidential Information of the Disclosing Party in confidence to the standard required under the Agreement.
- This clause 7 shall not apply to any information which the Recipient can demonstrate:
- is in, or subsequently enters, the public domain other than as a result of a breach of this clause 7;
- has been, or is subsequently, received by the Recipient from a Third Party which is under no confidentiality obligation in respect of that information;
- has been, or is subsequently, independently developed by the Recipient without use of the Disclosing Party’s Confidential Information; or
- was previously to the conclusion of the Agreement known to Customer free of any obligation to keep it confidential.
- Each Permitted User may disclose Confidential Information where that Permitted User is required to do so by law or by any regulator. In these circumstances the Recipient shall give the Disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.
- Each Party shall immediately notify the other Party of any knowledge that a Third Party to a confidentiality undertaking has disclosed or is threatening to disclose Confidential Information.
- Upon termination of the Agreement, and in any event on the written request by Disclosing Party, Recipient will and will procure that its Permitted Users will, promptly at its/their own cost and expense:
- return to Disclosing Party, without keeping any copies, all documents containing Confidential Information; and
- permanently remove all Confidential Information from any computer, phone, disk, memory stick or other device containing such Information, except for any computer records or files that have been created pursuant to the Recipient’s or any Permitted User’s automatic archiving and back-up procedures and the removal of which is not technically and/or commercially reasonable.
- Clause 5 does not apply to the extent Recipient or any Permitted User is required to retain any such Confidential Information by applicable law or by any judicial, governmental, supervisory or regulatory body (it being understood such Confidential Information must be kept confidential in accordance with the Agreement).
- Service Levels
- Euro Workspace shall use reasonable endeavors to meet or exceed a service level of 99,5% uptime. The Parties agree that the period that the Software shall not be accessible to Customer, as a consequence of any of the following: (i) a Force Majeure Event, including general internet outage; (ii) a failure in the infrastructure of Customer or in the Microsoft Azure platform; or (iii) downtime during which the Parties have agreed that the Software shall be inaccessible so that Supplier can perform updates, upgrades or maintenance for security or system integrity purposes, shall not be used to calculate the uptime.
- The specified maintenance slots for the Software will be announced within the Software with a notice period of at least two weeks. Urgent patches or security fixes will not be announced and shall not be used to calculate uptime as meant in clause 8.1.
- Customer shall arrange that such number of individuals as required for the day-to-day management of the Services will participate in trainings as provided by Euro Workspace or a Euro Workspace trusted partner, which consist of training services to transfer knowledge intended to make these individuals familiar with the Services to enable them to work adequately with the Services for the purpose of the Agreement.
- Customer may, upon reasonable and fair request, communicate with the Euro Workspace support desk, available per e-mail at XXXXX and per telephone via XXXXX. Operating hours are from Monday through Friday between 09:00 and 17:00 with the exception of officially acknowledged public holidays in England. Euro Workspace aims to provide Customer with an response level for Service Requests in accordance with the Order.
- If Customer requests support from Euro Workspace that requires development effort or labour, where such efforts or labour would not be required if the Customer had arranged compliance with clause 8.3, Euro Workspace is entitled to charge the Customer for such efforts or labour on a time and material basis against Euro Workspace’ standard rates.
- Euro Workspace undertakes that the Software will comply substantially with the functional specifications as provided to the Customer in writing. Euro Workspace does not warrant that Customer’s use of the Software or the Services will be uninterrupted or error-free; or that the Software or the Services and/or the information obtained by Customer through the Software or the Services will meet Customer’s requirements. Euro Workspace is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and Customer acknowledges that the Software or the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- Save as expressly provided in the Agreement, no representation or warranty, express or implied, statutory or otherwise (including, without limitation, as to condition, quality, satisfactory quality, performance, or fitness for purpose) is given by Euro Workspace in respect of the Software and any such representations and warranties are excluded save to the extent that such exclusion is prohibited by law.
- Limitation of Liability
- The entire liability of Euro Workspace and Customer’s exclusive remedy for damages from any cause related to or arising out of the Agreement, regardless of the form of action, whether in contract, tort, or otherwise, will not exceed in the aggregate the total Charges paid (i) under the Order pursuant to which the event arose that gave rise to the liability, and (ii) in the twelve months immediately preceding such event.
- Neither Party shall be liable to the other Party for any indirect or consequential loss or damage including, without limitation, any loss of business or profits in each case whether arising from tort (including negligence), breach of contract or otherwise.
- Nothing in the Agreement shall be construed to limit or exclude any Party’s liability for death or personal injury caused by such Party or its Personnel, or Subcontractors or in the event of fraud, wilful intent or deliberate recklessness.
- Each Party shall take all reasonable steps to mitigate the loss and damages it incurs (whether for negligence, breach of contract, misrepresentation, indemnity or otherwise) which it brings against the other Party.
- Without limiting clause 9, Euro Workspace shall remain responsible for the acts and omissions of any Subcontractor or Personnel appointed by it as if they were the acts and omissions of Euro Workspace or its Personnel.
- For the avoidance of doubt, if Customer has other agreements in place with Euro Workspace, the liability of a Party towards the other Party will be governed exclusively by the terms of that other agreement.
- Term and Termination
- The Agreement shall come into effect on the date of signing of the Customer Agreement by the Parties, and shall continue in accordance with the provisions set out in the Customer Agreement.
- Each Party has the right to terminate the Agreement immediately by written notice to the other Party in either of the following circumstances:
- that other Party has committed a material breach of any of its obligations hereunder and has either (i) failed to remedy such breach within [thirty] days of receipt of notice of the breach or (ii) such breach is reasonably not capable of being remedied;
- if that other Party has gone into bankruptcy, liquidation otherwise than for the purpose of amalgamation or reconstruction; or has had a receiver or manager appointed in respect of any of its assets; or has entered into any composition with its creditors; or
- in case of a Force Majeure Event that has continued for more than 60 calendar days.
- Euro Workspace may, without limiting its other rights or remedies, terminate the Agreement in whole or in part by written notice if:
- Customer is in breach of any of its obligations under clause 4, 6, and 7;
- if Customer purports to assign or otherwise transfer its rights or obligations under the Agreement otherwise than in accordance with the terms thereof; or
- if there is any change of control, meaning the ability to direct the affairs of Customer, whether directly or indirectly by virtue of the ownership of shares, contract or otherwise of the Customer.
- Assignment and Subcontracting
- Customer may not assign, sublicense, transfer or otherwise dispose of any of its rights or subcontract, transfer or otherwise dispose of any of its obligations under the Agreement without the prior written consent of Euro Workspace, which will not be unreasonably withheld or delayed.
- Nothing in the Agreement shall prevent or restrict Euro Workspace from assigning, transferring or otherwise disposing of any of its rights or from subcontracting, transferring or otherwise disposing of any of its obligations under the Agreement to a third party. Customer consents to a transfer by Euro Workspace of some or all of Euro Workspace’s obligations to a third party.
Any notice or other formal communication given under the Agreement must be in writing and may be delivered in person by email or sent by post to the Party at the following addresses:
- to Customer at such address or email address it may notify to Euro Workspace:
- to Euro Workspace at Unit 5, Mill Lane, Fullbridge, Maldon, Essex CM9 4NX or at [ADD REQUIRED EMAIL ADDRESS];
- Any termination of the Agreement shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of this clause 1 and clauses 6, 7, 8.1, 10, and 14 and any other provision which, by its terms, is understood to survive the termination or expiration of the Agreement.
- Nothing in the Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party the agent of the other Party for any purpose.
- The Agreement may be executed in any number of counterparts, all of which, taken together shall constitute one and the same agreement, and any Party (including any duly authorised representative of a Party) may enter into the Agreement by executing a counterpart.
- The Agreement represents the entire understanding of the Parties with respect to the subject matter hereof. The Agreement shall not be modified except by a written agreement accepted and signed by both Parties.
- No amendment to the Agreement shall be binding on the Parties unless set out in writing, expressed to amend the Agreement and signed by authorised representatives of each of the Parties.
- If any provision of the Agreement is or becomes invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if the Agreement had been executed without the invalid, illegal or unenforceable provision.
- The rights of each Party under the Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right is not a waiver of that right.
- Governing law and dispute resolution
- The Agreement is governed by and shall be exclusively construed in accordance with the laws of the England and Wales.
- Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the competent court of the courts of England and Wales and higher courts.
- Clause 14 shall also apply to disputes arising in connection with agreements which are connected with the Agreement, unless the relevant agreement expressly provides otherwise.