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    End User Agreement

    If you purchase Eficode UK's services via an authorised reseller these terms govern your use of the service. Please read them carefully.

    legal-eficode

    End User Agreement

    Effective From 30th June 2023

    This End User Agreement, as may be amended from time to time  (the “Agreement”), is between You and the relevant Eficode entity (“We” or “Us”). If You are registered in North America, Central America, South America or the Caribbean, the relevant Eficode entity is Eficode USA Inc. If you are registered in any other location, the relevant entity is Eficode UK Limited.

    “Eficode UK Limited” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

    “Eficode USA Inc” means Eficode USA Inc, a company registered in the state of Pennsylvania under entity number 4177603, whose principal place of business is 2401 Walnut Street, Suite 102, Philadelphia, PA, 19103-4341. 

    “You” means the entity you represent in accepting these Terms.  By accepting these terms on behalf of an entity, You represent and warrant that: 

    1. You have full legal authority to bind Your employer or any such entity to these Terms; 
    2. You have read and understand these Terms; and 

    You agree to these Terms on behalf of the party that You represent.  

    (Individually a “Party” and collectively the “Parties”).

    This Agreement does not have to be signed in order to be binding. This Agreement is effective as of the date you place an Order (the “Effective Date”). “Order” means a verbal or written acceptance of a quote provided to you by an authorised partner or reseller of Eficode UK (“Reseller”) for the provision of the Services, or payment of an invoice presented to you by a Reseller for the provision of the Services or the use by You of the Services, whichever is earlier. 

    Overview of Structure

    Some Services may be subject to additional terms specific to that Service as set forth in Schedules 1-7. In the event of any conflict or inconsistency between the main terms of this Agreement and the Schedules, the terms of the relevant Schedule shall take precedence, but only to the extent of such conflict or inconsistency. 

    1. Definitions

    1.1 In this Agreement the following words and phrases shall have the following meanings unless otherwise stated:

    “Accepted Industry Standards”

    means the use of standards and practices and exercise of the degree, skill, care, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced person engaged in the provision of similar services under similar conditions;

    “Affiliate”

    means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for the purposes of this definition, means direct or indirect ownership or the ability to exercise control over more than 50% of the voting interests of the subject entity;

    “Applicable Law”

    means all statues, regulations, by-laws, delegated or subordinate legislation, common law and the law of equity, any binding court order, judgment or decree, along with any code of practice, rule, regulation or guidance note issued by a government, statutory, or other regulatory body, which are applicable to the Order;

    “Brand Features”

    means the name, trading names, brand, logo, trademarks, service marks, domain names or other distinctive features of Eficode UK or You;

    “Confidential Information”

    means Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the party disclosing the information, including, without limitation, the technical data and know-how relating to the business of the disclosing party or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts;

    “Data Protection Legislation”

    means all Applicable Laws and regulations relating to the processing of Your data and privacy including the UK General Data Protection Regulation and the Data Protection Act 2018 and any applicable enacting, successor, supplementing or amending legislation; 

    “Deliverables”

    means any output of the work to be delivered to You according to the Order;

    “Intellectual Property Rights”

    means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

    “Services”

    means the services to be provided by Eficode UK in accordance with the Order and this Agreement, including but not limited to consultancy, training, professional services, managed services, support, hosting, experts on demand and subscription services;

    “Users”

    means any employee, representative, consultant, contractor or other party who You have granted access to the Services/Deliverables as the context dictates.

     

    2. Interpretation

    2.1 Unless the context otherwise requires, any reference to the singular will include the plural and vice versa.

    2.2 Any particular reference to a gender shall include the other gender. 

    2.3 “Includes” or “including” means without limitation. 

    2.4 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting this Agreement.

    2.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    2.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    2.7 A reference to writing or written includes email.

    3. Overview of structure

    3.1 This Agreement establishes the terms for the supply of the Services by Eficode UK to You.

    4. Precedence over standard terms

    4.1 This Agreement shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom, practice or any course of dealing.

    5. Warranties, Remedies and Disclaimers

    5.1 Eficode UK Warrants:

    a. to perform the Services and deliver the Deliverables in accordance with this Agreement. Eficode UK shall allocate sufficient resources to enable it to comply with this warranty;

    b. that the Services will be provided using reasonable skill and care in accordance with the terms of the Agreement, and to Accepted Industry Standards. The foregoing warranty is subject to You notifying Eficode UK promptly, and in any event within thirty (30) days of the date of performance of the alleged nonconforming Services, and providing all information and assistance reasonably requested by Eficode UK in connection therewith. Upon receiving such timely notice, Eficode UK will use commercially reasonable efforts to re-perform or otherwise remedy the nonconformity in accordance with Section 6.

    c. to use reasonable endeavours to meet any performance dates specified but any such dates shall be estimates only and time for performance by Eficode UK shall not be of the essence.

    5.2 Eficode UK shall have the right to make any changes to the Services and/or Deliverables which are necessary to comply with any Applicable Law or safety requirement, or which do not materially affect the nature or quality of the Services, provided that Eficode UK or the Reseller shall notify You promptly in writing in the event of any such changes and should You disagree with the changes to be made, You shall have the right to terminate the affected Services immediately by serving written notice to Eficode UK and Eficode UK shall refund to You any charges paid in advance, minus charges accrued up to the date of the notice.

    5.3 Eficode UK shall not be liable for any failure or delay in delivery of the Services and/or Deliverables where such failure is attributable to You in any way including failing to comply with Your warranties under this Agreement.

    5.4 You warrant:

    a. to cooperate with Eficode UK in all matters relating to the Services and/or Deliverables and to comply with any additional responsibilities of You as set out in the Agreement;

    b. to provide, for Eficode UK, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to Your premises, office accommodation, data and other facilities as reasonably required by Eficode UK to enable it to comply with its obligations pursuant to this Agreement upon reasonable advance written notice haven been given to You;

    c. to provide to Eficode UK in a timely manner all documents, information, data, items and materials in any form required under this Agreement or otherwise reasonably required by Eficode UK to enable it to comply with its obligations pursuant to this Agreement upon reasonable advance written notice haven been given to You and to ensure that they are materially accurate and complete;

    d. to inform Eficode UK in writing of all health and safety and security requirements that apply at Your premises prior to any agreed access by Eficode UK;

    e. to ensure that all Your equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant standards or requirements.

    5.5 If Eficode UK’s performance of its obligations is prevented or delayed by any act or omission of You, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Eficode UK shall be permitted an extension of time to perform its obligations equal to the delay caused by You and Eficode UK shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Eficode UK’s failure or delay to perform any of its obligations as set out in this Agreement.

    5.6 Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by Applicable Law. It is Your responsibility to ensure the Services meet Your requirements. Eficode UK shall not be held liable for any failure of the Services and/or Deliverables to provide any facility or function not specified and accepted in writing between the Parties. 

    6. Remedies 

    6.1 If the Services are not supplied in accordance with, or Eficode UK fails to comply with, any terms of this Agreement You shall be entitled (without prejudice to any other right or remedy under this Agreement or in law) upon providing written notice to Eficode UK, to exercise any one or more of the following rights or remedies:

    a. to refuse to accept the provision of any further Services. The Reseller shall refund to You any charges paid in advance, minus charges accrued up to the date this clause is invoked; 

    b. to require Eficode UK, without any additional charge to You, to carry out any and all remedial work as necessary to correct its failure.

    7. Reseller Orders

    7.1 Eficode UK may suspend or terminate the Services and/or Deliverables if the Reseller is in payment arrears with Eficode UK. 

    7.2 Your Order details will be as stated in the order placed with Eficode UK by the Reseller on Your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to Eficode UK.

    7.3 If you are entitled to a refund under this Agreement, then unless otherwise specified by Eficode UK to You, Eficode UK will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to You.

    7.4 Resellers are not authorised to modify this Agreement or make any promises or commitments on Eficode UKs behalf, and Eficode UK is not bound by any obligations to You other than as set forth in this Agreement.

    8. Term 

    8.1 This Agreement commences on the Effective Date and shall continue until the Services have been delivered, unless terminated earlier as set forth herein (the “Term”).

    9. Termination

    9.1 Termination for cause. Either Party may terminate this Agreement (including all Orders) if the other Party (a) fails to cure any material breach of this Agreement within forty five (45) days of written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter). 

    9.2 Termination for convenience. Either Party may terminate the Services at any time by giving not less than sixty (60) days’ written notice to the other Party.

    10. Consequences of Termination

    10.1 On termination or expiry:

    a. In the event that the Services are terminated pursuant to clause 9.2 (termination for convenience) by either Party You shall receive a refund for any undelivered Services/Deliverables that have been paid for in advance. 

    b. In the event that the Services are terminated by Eficode UK pursuant to clause 9.1 (termination for cause) You shall not be entitled to a refund irrespective of whether the Services/Deliverables have been delivered.

    c. You shall, within fourteen (14) days of request by Eficode UK, return all of Eficode UK’s equipment. If You fail to do so, then Eficode UK may enter the Your premises and take possession of Eficode UK’s equipment. Until Eficode UK’s equipment has been returned or repossessed, You shall be solely responsible for its safe keeping;

    d. Eficode UK shall on request return any of Your materials not used up in the provision of the Services.

    e. Termination or expiry of the shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

    11. Postponement/Cancellation

    11.1 If You postpone the scheduled start date of the Services for any reason, You shall be liable to pay the following Charges “Postponement Charges” to Eficode UK (and such Postponement Charges shall be invoiced by Eficode UK and be payable by You):

    a. six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Eficode UK two hundred and fifty pounds (£250.00) for each of the scheduled days that has been postponed, up to a maximum of two thousand five hundred pounds (£2,500.00); or

    b. five (5) or less working days prior to the scheduled start date of the Services You shall be liable to pay to Eficode UK four hundred and fifty pounds (£450.00) for each of the scheduled days postponed, up to a maximum of four thousand five hundred pounds (£4,500.00).

    11.2 If You terminate the Services in breach of this Agreement, You shall be liable to pay the following Charges “Cancellation Charges” to Eficode UK (and such Cancellation Charges shall be invoiced by Eficode UK and be payable by You):

    a. six (6) to ten (10) working days prior to the scheduled start date of the Services You shall be liable to pay to Eficode UK fifty percent (50%) of the Order value; or

    b. three (3) to five (5) working days prior to the scheduled start date of the Services You shall be liable to pay to Eficode UK seventy percent (70%) of the Order value; or

    c. two (2) working days or less prior to the scheduled start date of the Services You shall be liable to pay to Eficode UK ninety percent (90%) of the Order value.

    12. Surviving Provision

    12.1 Any provision contained in the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect for such period as necessary.

    13. Confidentiality

    13.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any Confidential Information, except as permitted by clause 13.2 below.

    13.2 Each Party may disclose the other Party’s confidential information:

    a. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this Agreement; and

    b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    13.3 No Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

    14. Indemnification

    14.1 You will indemnify, defend and hold Eficode UK harmless from and against any and all claims, demands, suits, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of or resulting in whole or in part from Your or Your Users’ misuse of the Services and/or Deliverables.

    15. Limitation of Liability

    15.1 Nothing in this Agreement shall limit or exclude either Party’s liability to the other for:

    a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

    b. fraud or fraudulent misrepresentation; or

    c. any liability which cannot be limited or excluded by Applicable Law.

    15.2 Subject to clause 15.1, neither Party to this Agreement shall be liable to the other for (a) special, indirect, incidental or consequential damages, (b) the costs of procurement for substitute goods, services, rights, or technology, or (c) loss of revenues and loss of profits arising from or relating to this Agreement, howsoever caused, and, whether in contract, tort, or under any other theory of liability, even if the other party has been advised of the possibility of such damages.

    15.3 Subject to clauses 15.1 & 15.2, and except in connection with Your breach of Your obligations under: 

    15.3.1 any indemnities contained within this Agreement;

    15.3.2 section 12 (Confidentiality);

    15.3.3 section 15 (Data Protection and data processing); and

    15.3.4 section 16 (Intellectual Property Rights)

    Each Parties total liability to the other, whether in contract, tort (including negligence), for breach of statutory duty or otherwise for any loss or damage, costs or expenses shall arising under or in connection with this Agreement, including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate ten thousand pounds (£10,000.00).

    16. Data Protection and Data Processing

    16.1 Eficode UK is committed to protecting and respecting Your and other Users’ privacy and to acting in compliance with Data Protection Legislation. Information about how we collect, use, store and otherwise process Your personal data and other information can be found in our Privacy Policy: https://www.eficode.com/trust-centre-uk/privacy/privacy-policy.

    16.2 Where Eficode UK acts as a data processor on Your behalf You accept and agree to be bound by the Data Processing Agreement as found published on the Eficode UK website and as may be amended from time to time: https://www.eficode.com/trust-centre-uk/legal/data-processing-agreement.

    17. Intellectual Property Rights

    17.1 Other than in respect to information that You have supplied to Eficode UK, Eficode UK and its licensors shall retain ownership of all Intellectual Property Rights throughout the world subsisting in the Agreement, and in the Services unless otherwise indicated (“Your Materials”).

    17.2 In relation to Your Materials, You and Your licensors shall retain ownership of all Intellectual Property Rights in Your Materials. 

    17.3 Each Party grants the other Party, or shall procure the direct grant to the other Party of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to copy and modify materials for the purpose of receiving or providing Services which are the subject of an Order. 

    17.4 Neither Party shall sub-license, assign or otherwise transfer the rights granted in this Section 16. 

    17.5 You understand that all information which You may have access to or through Your receipt and use of the Services and/or Deliverables may be protected by Intellectual Property Rights owned by the sponsors or advertisers providing content to Eficode UK.  Accordingly, You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such content either in whole or in part without having express written agreement from Eficode UK or the legal owners in law of such content.

    17.6 Each Party warrants that the receipt and use of the Services and/or Deliverables and Your Materials in accordance with the Agreement by the other Party, its agents, subcontractors or consultants shall not infringe any rights of third parties. 

    17.7 Each Party shall keep the other Party, its agents, subcontractors or consultants indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Party as a result of or in connection with any claim brought against the Party, its agents, subcontractors or consultants by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Services and/or Deliverables  or Your Materials in accordance with the Agreement. 

    17.8 If either Party “Indemnifying Party” is required to indemnify the other Party “Indemnified Party” under this Section 17, the Indemnified Party shall:

    a. notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity (as applicable) (“IPRs Claim”);

    b. allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

    c. provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

    d. not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

    17.9 If the Services and/or Deliverables are held or likely to be held infringing, Eficode UK shall have the option, at its expense to (i) replace or modify the Services and/or Deliverables as appropriate, (ii) obtain a license for You to continue using the Services and/or Deliverables, (iii) replace the Services and/or Deliverables with a functionally equivalent service; or (iv) terminate the applicable Services and refund any prepaid, unused fees applicable to the remaining portion of the Term of the applicable Services following the effective date of termination.

    17.10 Where title to the Deliverables is due to pass to You, it shall not pass to You until Eficode UK has received all charges due.

    18. Relationship of the Parties

    18.1 The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

    19. Sub-Contractors 

    19.1 Eficode UK shall be entitled, in its absolute discretion, to appoint sub-contractors to provide all or part of the Services. 

    19.2 Where such a sub-contractor is a personal services company Eficode UK shall comply with the off-payroll working rules and shall be solely responsible for completing and issuing the status determination statement to the contractor as applicable. 

    19.3 You understand and accept that Eficode UK is deemed the end client under the off-payroll working rules and that Eficode UK retains complete discretion and responsibility over the status determination of any sub-contractors used to provide all or part of the Services.

    20. Non-solicitation

    20.1 Each Party agrees, for the Term of this Agreement and for a further period of twelve (12) months thereafter, not to solicit or induce any officer, employee, agent or contractor of the other party to terminate their employment or engagement with that Party without the prior written consent of that Party. In the event of a breach of this Section 20, the Party in breach shall pay to the other Party a fee equivalent to twenty-five (25) percent of the individual’s then basic annual salary.

    21. Publicity

    21.1 You grant Eficode UK the right to include Your Brand Features in Eficode UK’s promotional and marketing materials, website, collateral and/or other material.

    21.2 You can opt to have Your Brand Features excluded from such use by Eficode UK by emailing marketing@eficode.com with the subject matter stating, “Non-use of Subscriber Name” and indicating which items to remove. Eficode UK will notify You within thirty (30) days that all Your Brand Features have been removed.

    21.3 You may not use Eficode UK’s Brand Features without prior written consent from Eficode UK.

    21.4 You acknowledge that Eficode UK reserves the right to withdraw such consent at any time and without reason. In the event of such consent being revoked, You will remove all references to Eficode UK Brand Features within a period of no more than thirty (30) days.

    22. Force Majeure

    22.1 Neither Party will be liable for any failure nor delay in performance of this Agreement which is caused by circumstances out of the reasonable control of the Party. (“Force Majeure”).

    22.2 The Parties are not under any obligation to fulfil any obligation if fulfilment is impossible as a consequence of Force Majeure. If a situation of Force Majeure lasts longer than ninety (90) calendar days, the Parties shall have the right to terminate this Agreement by giving notice to the other in writing.  Any Services which have been delivered or performed pursuant to an Order before the Force Majeure event may be invoiced by the Reseller or Eficode UK and will be payable by You.

    23. Entire Agreement

    23.1 This Agreement, including all schedules, exhibits and addenda hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

    24. Assignment

    24.1 Neither Party may assign any of its rights or obligations hereunder, whether by operation of Applicable Law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld).  Notwithstanding the foregoing, either Party may assign this Agreement in its entirety without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.  A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s election, termination of this Agreement upon written notice to the assigning Party. 

    25. Enurement

    25.1 This Agreement shall ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

    26. Severability

    26.1 If any provision (or part of a provision) of this Agreement is held by a court of competent jurisdiction to be contrary to Applicable Law, the provision (or relevant part thereof) shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Applicable Law, and the remaining provisions of this Agreement shall remain in effect.

    27. Waiver

    27.1 The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party shall not be construed as a waiver of any subsequent breach of the same or other provisions.

    28. Governing Law

    28.1 It is the intention of the Parties that the Agreement and performance of and under the Agreement, and all legal action, dispute resolution and special proceedings, be construed and governed, to the exclusion of the law of any other forum or jurisdiction, by the laws of England and Wales, without regard to the jurisdiction any legal action, dispute resolution and special proceedings may be instituted.

    29. Notices

    29.1 Except where specified in the Agreement all notices should be served to the Reseller. Where notice is specified to be served to Eficode UK,  all such notices will be sent to legal_uk@eficode.com.

    30. Changes

    30.1 Eficode UK may modify this Agreement at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Agreement will become effective upon posting or, if Eficode UK notify You by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, You agree to be bound by the modified Agreement. It is Your responsibility to check the Eficode UK website regularly for modifications to this Agreement.

    31. Third Party Rights

    31.1 The Parties do not intend that any term of this Agreement will be enforceable by any person who is not a Party to this Agreement.

    Schedule 1 

    Third Party Software Terms (the “Terms”)

    1. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    1.1. When you place an Order You accept all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise (“Third Party Agreements”) where applicable pertaining to the purchase and/or use of third party software licenced to you by a third party vendor (the “Third Party Software”). The Reseller shall provide all applicable Third Party Agreements to You at Your request.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement (https://www.atlassian.com/legal/software-license-agreement)

    b) Atlassian Cloud Terms of Service (https://www.atlassian.com/legal/cloud-terms-of-service)

    GitLab Third Party Agreement is as follows:

    https://about.gitlab.com/handbook/legal/subscription-agreement/

    1.2 Third Party Agreements are between You and the Third Party Software vendor. Eficode UK has no authority to amend, waiver or otherwise change or negotiate changes of any kind to the terms of any Third Party Agreement.

    1.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall take precedence to the extent of such conflict. 

    2.WARRANTY AND LIABILITY DISCLAIMER 

    2.1 EFICODE UK MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE SUITABILITY, FITNESS FOR PURPOSE, QUALITY OR PERFORMANCE OF THE THIRD PARTY SOFTWARE FOR YOUR REQUIREMENTS. 

    2.2 EFICODE UK DISCLAIMS ALL LIABILITY WHATSOEVER FOR THE THIRD PARTY SOFTWARE.

    3. CHARGES

    3.1 Any additional Third Party Software products, features, users or otherwise that You may on occasion purchase or use including but not limited to apps, add-ons, plugins and integrations that Eficode UK is subsequently charged for by the Third Party Software vendor will be invoiced to You by Eficode UK.   

    4. REFUNDS

    4.1 You have thirty (30) days from the date Eficode UK places an order with the Third Party Software vendor to procure Your licences within which to request an amendment or refund. Any such request must be made in writing to the Reseller. These refund terms are subject to change without notice in accordance with the Third Party Agreements.

    Schedule 2

    Support Terms (the “Terms”)

    1. DEFINITIONS

    “Application”means the software applications as specified in the Order. 

    “Charging Blocks” means each 15 minute block of time between acknowledgment of Your Request via the Service Desk and Eficode UK's response to the request.

    “Fair Usage” You may exceed Your Support Hours up to a maximum of fifty percent (50%) for a total of any (2) months within the Term.

    “Request” means a ticket raised by Your authorised personnel for Support from Eficode UK via the Service Desk. 

    “Service Desk”means the online portal through which You can raise a Support Request to Eficode UK.

    “Support”means the Services currently branded as “Support” and made available by Eficode UK.

    “Support Hours” means the number of monthly Support hours purchased, as specified on the Order.

    “Term” means twelve (12) months from the start date specified in Your onboarding email. 

    “User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

    2. CHARGES

    2.1 Your utilisation of Support Hours shall be recognised in Charging Blocks. If You exceed Your purchased monthly Support Hours Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) to levy Charges at the then current rate for any usage in excess of Fair Usage and You shall pay all undisputed invoices for such Charges in accordance with the Agreement.

    2.2 Any on-site assistance requested by You or additional materials required to fulfil a Request shall be chargeable to You.

    2.3 Eficode UK retains the sole right to decide whether Support will be delivered remotely or on site at all times.

    2.4 Support does not include system recovery from cyber-attacks.

    3. SUPPORT

    3.1 You will provide Eficode UK with such facilities and assistance as reasonably may be required to provide the Support. Eficode UK will not be liable for where it cannot provide Support as a result of Your failure to provide such facilities or assistance.

    3.2 Eficode UK cannot guarantee that the remote connection to Your system will always be available due to issues with Your system or other external factors beyond the control of Eficode UK (e.g. Internet service provider problems).

    3.3 Eficode UK retains the right to decide the appropriate course of action for each Request and will follow the necessary troubleshooting steps in order to diagnose and then rectify the issue.

    3.4 Depending upon the nature of the Incident, Eficode UK may have to impose a technical and/or process workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if You decide not to proceed with a permanent fix.

    4. SUPPORT HOURS

    4.1 All Requests, responses and time will be tracked by Eficode UK. A report shall be made available to You upon request.

    4.2 Requests will not be processed by Eficode UK and will not be subject to the Service Level Agreement if all purchased Support hours have already been used by You. 

    4.3 Support Hours must be used within the Term and are non-refundable and non-transferable.

    4.4 The days and hours within which Eficode UK will be available to respond to Requests vary depending on the option purchased by You, as specified in the Order. The coverage for each option is specified below:

    Option 

    Hours Covered

    Days Covered

    10/5

    08:00 to 18:00

    (GMT/BST/PST/EST)

    Monday to Friday excluding bank holidays

    24/7

    00:00 to 23:59

    (GMT/BST/PST/EST)

    Monday to Sunday including bank holidays

     

    5. DATA PROTECTION AND SECURITY

    5.1 You will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6. INCIDENT MANAGEMENT

    6.1 Eficode UK will notify You of any incidents impacting You as soon as reasonably possible.

    6.2 Eficode UK will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to You.

    6.3 You must notify Eficode UK of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar.

    6.4 You are responsible for communicating any incident updates to other Users as required.

    7. SERVICE DESK

    7.1 Users are not permitted to submit Requests. Only authorised personnel identified to Eficode UK are permitted to submit Requests.

    7.2 The Service Desk can be found here.

    7.3 The Service Desk is available twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

    7.4 All Requests must include the following information:

    1. business impact including how many Users are affected and how much of the Application is affected; and
    2. which Applications are affected; and
    3. a description of the issue; and
    4. steps to replicate the issue if appropriate; or
    5. screenshots of the issue where applicable; and
    6. the Severity Level as defined in Section 8.

    7.5 Eficode UK may reasonably request, and You shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

    8. SEVERITY LEVELS

    8.1 Eficode UK shall validate Your determined Severity Level classification or notify You of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the reclassification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in Section 9 shall be instigated by either Party.

    Priority

    Response Method

    Examples

    Critical

    You will be contacted initially by phone and followed by the Service Desk

    – Performance degraded to an unusable level. e.g. Supported system has failed.

    – No Users are able to log into supported system

    – Multiple Users unable to work at all due to incorrect access

    – Request for access that is required for multiple Users, preventing them from working.

    – An urgent request affecting multiple Users

    _ Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available

    Major

    Initially response via Service Desk, if unresolved after three 3 communications and subject to availability and technical detail, a phone call will be arranged

    – Performance of the supported system is inadequate, but still usable.

    – Intermittent issues with Application features.

    – Acceptable workaround may exist

    – Operations can continue in a restricted fashion, although long-term productivity

    _Degraded service – Includes intermittent issues and reduced quality of service. A workaround may be available

    Minor

    Service Desk

    – Unexpected, Incorrect or inaccurate data

    – A request with little or no impact if not fulfilled

    – Problems with Application or feature specific controls and permissions

    – Single User unable to authenticate

    _General Issue – This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented.

    Trivial

    Service Desk

    – Misspelled objects or typos

    – Issue with little or no impact

    – General application usage questions

    – User specific controls or permissions

    _An issue of minor importance and low impact

     

    9. ESCALATION PROCEDURE

    9.1 If You are not satisfied with the response to a Request raised via the Service Desk, You must follow the escalation procedure.

    9.2 You will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    9.3 If You are unable to reach a satisfactory resolution with the Team Leader You may escalate the issue to the following Eficode UK contact:

    Eficode UK Contact: Lewis Lovelock (IT Operations Manager)

    Contact Email: lewis.lovelock@eficode.com

    Contact Phone: 07557 956182

    10. SUSPENSION

    10.1 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement)  to suspend Your use of Support for a breach of Fair Usage.

    Schedule 3

    Support Service Level Agreement 

    This Support Service Level Agreement (“SLA”) is a policy governing the use of Support and applies separately to each account using Support. In the event of a conflict between the terms of this SLA and the Support Terms, the terms of this SLA apply, but only to the extent of such conflict. Any capitalized terms used but not defined below have the meanings in the Support Terms.

    Definitions 

    “Primary Working Hours” means 08:00am GMT/BST to 18:00pm GMT/BST Monday to Friday. 

    Service Commitment 

    Eficode UK will use commercially reasonable efforts to provide consistent Support to You in accordance with this SLA (the “Service Commitment”)

    Priority

    Hours Covered

    Initial Response 

    Detailed Response 

    Target Resolution 

    Status Reporting 

    Critical 

    00:00 – 23:59 for 24 hour Support option 

    Primary Working Hours for 10/5 Support option 

    One (1) Hour

    Two (2) Hours

    Four (4) Hours

    Every two (2) Hours

    Major 

    Primary Working Hours

    Four (4) Hours

    Twelve (12) Hours

    Twenty Four (24) Hours

    Daily

    Minor 

    Primary Working Hours

    Eight (8) Hours

    Eighteen (18) Hours 

    Forty Eight (48) Hours

    Weekly 

    Support SLA Exclusions 

    The Service Commitment does not apply to any suspension, or termination of Support, or any other Support performance issues:

    1. caused by factors outside of Eficode UKs reasonable control, including any force majeure event; or
    2. that result from any voluntary actions or inactions by You or any third party; or
    3. that result from Your misuse of Support; or
    4. in the event that Your Severity Level classification is in dispute; or
    5. arising from Eficode UKs suspension or termination of Your right to use Support 

    (collectively, the “Support SLA Exclusions”).

    Support SLA Conditions

    Eficode UK will pause the clock when further information or action is required from You or third parties and no further progress can be made without such information.

    Requests logged outside of Your Support hours will be acknowledged when Your Support hours resume. 

    From time to time maintenance of the Eficode UK Service Desk is required. You will be notified in advance of scheduled maintenance and where possible this will be scheduled outside of Primary Working Hours. 

    In the event a response is requested from You or a third party and is not received within three (3) working days, Eficode UK reserves the right to close the Request.

    Schedule 4

    ClearHost Terms (the “Terms”)

    1. DEFINITIONS

    “Account Information” means information about You that is provided to Eficode UK in connection with the creation or administration of ClearHost. For example, Account Information includes names, usernames, phone numbers, and email addresses associated with ClearHost.

    “Application” means the software applications as documented in the Order.

    “ClearHost” means the hosting and hosting support services currently branded as “ClearHost” or “GitLabGo” and made available by Eficode UK.

    “Content” means content that You or any User transfers to Eficode UK for processing, storage or hosting in connection with ClearHost and any computational results that You or any User derive from the foregoing through use of ClearHost. Content does not include Account Information.

    “External Storage” means the data storage associated with ClearHost which will persist beyond the life of the Host.

    “Host” means a virtualised server deployed to support one or more Applications.

    “Infrastructure” means the ancillary systems supporting the delivery of the Host systems to You.

    “Platform” means the Host and associated Infrastructure that provide the basis for the ClearHost delivery.

    “Recovery Time Objective” means the maximum desired length of time between an unexpected failure or disaster and the resumption of normal operations and Service levels.

    “Recovery Point Objective” means the maximum acceptable amount of data loss measured in time.

    “Regions” means the physical location of a cluster of Amazon Web Services data centres.

    “Request” means a ticket raised by authorised personnel of You for support from Eficode UK via the Service Desk.

    “Service Desk” means the online portal through which You can raise a Request to Eficode UK.

    “Special Category Data” has the meaning assigned to it under Article 9 of the UK GDPR.

    “Third Party Agreements” means all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise.

    “User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

    2. DATA PROTECTION AND SECURITY

    2.1 You will provide Eficode UK with a list of authorised personnel and technical contacts who will be responsible for Service delivery on Your behalf. An additional list of Users who will be authorised to raise Service Desk Requests will also be provided to Eficode UK by You. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    2.2 You may specify the Regions in which the Your Content will be stored. Eficode UK will not access or use Your Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a court order. Eficode UK will not:

    1. disclose Your Content to any third party; or
    2. move Your Content from the Regions selected by You; except in each case as necessary to comply with the law or a court order. Unless it would violate the law or a court order, Eficode UK will give You notice of any such legal requirement or order. Eficode UK will only use Your Account Information in accordance with the Privacy Policy posted on the Eficode UK website, and Your consent to such usage. The Privacy Policy does not apply to Your Content.

    2.3 Eficode UK will implement reasonable and appropriate measures designed to help secure Your Content against accidental or unlawful loss, access or disclosure including the provision and configuration of one or more firewalls to secure the application servers.

    2.4 Eficode UK will implement appropriate access controls applying the principle of least privilege in the delivery of ClearHost.

    2.5 Eficode UK undertakes to manage the patching of the various operating systems supporting ClearHost in accordance with a planned schedule.

    2.6 Security and vulnerability alerts are available for all operating systems (AWS Linux) implemented by Eficode UK on Your behalf. Eficode UK will monitor these alerts and provide timely and effective resolution of any issues found.

    2.7 Delivery of patches to the system will be conducted under change management processes as per Section 8 of these Terms and will be applied within scheduled maintenance periods.

    2.8 Critical operating system and application patches will be applied within 7 working days of release into the public domain. This applies to supported operating systems (AWS Linux) and any applications supporting the Service including firewalls, web server and end user applications.

    2.9 Eficode UK will provide back ups and monitoring of backup processes. A daily backup is taken between 02:00 and 06:00 (GMT/BST). Backups are retained for a period of thirty one (31) days before being destroyed.

    2.10 You must notify Eficode UK as soon as reasonably possible of any data loss or corruption.

    3. YOUR RESPONSIBILITIES

    3.1 Except to the extent caused by Eficode UKs breach of the Terms, You are responsible for all activities that occur under Your account, regardless of whether the activities are authorized by You or undertaken by You, Your employees or a third party (including Your contractors, agents or Users). Eficode UK and Eficode UK’s Affiliates are not responsible for unauthorized access to Your account.

    3.2 You will ensure that the Content does not breach any Applicable Law, relevant policy or the Terms. You are solely responsible for the Content.

    3.3 You warrant that Your Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the relevant Third Party Agreements. Notwithstanding any other provision to the contrary, Eficode UK has no liability under the Terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

    3.4 Except where explicitly expressed in the Terms You are responsible for taking appropriate action to secure, protect and back up Your account and Content.

    3.5 You will be responsible for the access controls applied against the Users of the Applications through password management and the adding and/or removing of Users from LDAP / AD and Your identity provider. 

    3.6 You will be deemed to have taken any action that You permit, assist or facilitate any person or entity to take related to the Terms, Your Content or use of ClearHost. You are responsible for Users’ use of the Content and ClearHost. You will ensure that all Users comply with Your obligations under the Terms and that the terms of any agreement between You and a User are consistent with these Terms. If You become aware of any violation of Your obligations under the Terms caused by a User, You will immediately suspend access to the Content and ClearHost by such User. 

    3.7 You are responsible for the management of any third party You involve in the system implementation and ongoing service including infrastructure and networking providers where applicable.

    4. HOSTING SUPPORT

    4.1 Eficode UK will implement, manage and monitor ClearHost in accordance with the Agreement.

    4.2 The Service in relation to ClearHost includes monitoring and alerting of the Host Infrastructure and Applications twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

    4.3 To raise a Request via the Service Desk You must follow the process as defined in the Support Terms.

    5. INCIDENT MANAGEMENT

    5.1 Eficode UK will notify You of any incidents impacting You as soon as reasonably possible.

    5.2 Eficode UK will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to You.

    5.3 You must notify Eficode UK of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar. 

    5.4 You are responsible for communicating any incident updates to other Users as required.

    6. ESCALATION PROCEDURE

    6.1 If You are not satisfied with the response to a Request raised via the Service Desk, You must follow the escalation procedure.

    6.2 You will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    6.3 If You are unable to reach a satisfactory resolution with the Team Leader You may escalate the issue to the below Eficode UK contact:

    Eficode UK Contact: Lewis Lovelock (IT Operations Manager)

    Contact Email: lewis.lovelock@eficode.com

    Contact Phone: 07557 956182

    7. UPDATE MANAGEMENT

    7.1 Platform release and feature release upgrades are not included in ClearHost.

    7.2 Eficode UK may upon request perform updates to the Applications at an additional charge.

    7.3 Any agreed updates will be performed under the change management process in Section 8 and within scheduled maintenance.

    8. CHANGE MANAGEMENT

    8.1 A formal change management process will be used for any significant change to the ClearHost provision undertaken by either You or Eficode UK, unless otherwise agreed in writing.

    8.2 The change management process will include but may not be limited to the following steps:

    1. Statement of change
    2. Requirements gathering
    3. Requirements sign-off
    4. Project specification
    5. Specification review
    6. User acceptance testing
    7. Project scheduling
    8. Changes affected
    9. Project review
    10. Project sign Off

    8.3 Both Eficode UK and You may identify and notify the other Party of any required changes. 

    8.4 Eficode UK shall be responsible for planning changes and the release thereof. Change release plans shall be submitted to You for approval and sign off.

    8.5 Eficode UK shall be responsible for the project management and completion of any approved changes and the documentation of any configuration changes.

    8.6 Changes under this Section 8 may be subject to additional charges. Where subject to an additional charge this will be specified in the change plans submitted to You for approval and sign off.

    9. DISASTER RECOVERY AND BUSINESS CONTINUITY

    9.1 Eficode UK has a business continuity plan and testing schedule that is kept under regular review.

    9.2 The systems forming ClearHost are monitored at all times and Eficode UK is alerted to any abnormalities.

    9.3 Eficode UK shall notify You as soon as reasonably practicable in the event of a system failure or performance issue.

    9.4 You shall, as soon as reasonably practicable, notify Eficode UK of any system failure or performance issue You identify.

    9.5 Eficode UK will use all reasonable endeavours to restore ClearHost within the following objectives:

    1. Recovery Time Objective of  four (4) hours
    2. Recovery Point Objective of twenty four (24) hours

    10. TERMINATION OF CLEARHOST

    10.1 All termination requests are subject to verification of ownership of the account.

    10.2 Upon the effective date of termination access to ClearHost will be disabled.

    10.3 Eficode UK will export a backup of Your data and store it in a secure SFTP site accessible to You for thirty (30) days. Thirty (30) days after the termination effective date (or earlier if requested by You) the data on the SFTP site and the Infrastructure will be securely deleted by Eficode UK in accordance with Eficode UK’s disposal policy.

    Schedule 5

    ClearHost Service Level Agreement 

    This Support Service Level Agreement (“SLA”) is a policy governing the use of ClearHost and applies separately to each account using ClearHost. In the event of a conflict between the terms of this SLA and the ClearHost Terms, the terms of this SLA apply, but only to the extent of such conflict. Any capitalized terms used but not defined below have the meanings in the ClearHost Terms. 

    Definitions 

    “Availability” means the availability of the Platform and Infrastructure.

    “Charges” means the then standard charges for ClearHost regardless of the charges paid by You to the Reseller.

    “Monthly Uptime Percentage” means the Availability in any monthly billing cycle. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any ClearHost SLA Exclusion.

    “Service Credit” means a pound sterling credit, calculated as set forth herein, that Eficode UK may credit back to an eligible account.

    Service Commitment 

    Eficode UK will use commercially reasonable efforts to make ClearHost available with a Monthly Uptime Percentage during any monthly billing cycle, of at least 99.9% (the “Service Commitment”). In the event that the Service Commitment is not met, You will be eligible to receive a Service Credit as described below: 

    Service Credits

    A Service Credit will be calculated using the following formula: 

    (99.9% – (Monthly Uptime Percentage)) * (Charges in same period)

    A Service Credit will only be issued if the value of the Service Credit exceeds one (1) pound sterling. 

    Service Credits will not entitle You to any refund or other payment from Eficode UK.

    Service Credits may not be transferred or applied to any other account.

    Your sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide ClearHost is the receipt of Service Credits (if eligible) in accordance with this SLA.

    Service Credit Request 

    To receive a Service Credit, You must submit a claim by opening a Request in the Service Desk. To be eligible, the Service Credit Request must be received by Eficode UK by the end of the second billing cycle after which the incident occurred and must include:

    1. the billing cycle with respect to which You are claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle;
    2. logs that document the errors for Your claimed outage (any confidential or sensitive information in these logs should be redacted).

    If the Monthly Uptime Percentage of such Service Credit Request is confirmed by Eficode UK and is less than the Service Commitment, then Eficode UK will issue the Service Credits to You within one billing cycle following the month in which the Service Credit Request was submitted. Your failure to submit the Service Credit Request or to provide the information as required, will disqualify You from receiving Service Credits.

    ClearHost SLA Exclusions 

    The Service Commitment does not apply to any unavailability, suspension, or termination of ClearHost, or any other ClearHost performance issues:

    1. caused by factors outside of Eficode UKs reasonable control, including any force majeure event; or
    2. that result from any voluntary actions or inactions by You or any third party; or
    3. that result from Your misuse of ClearHost; or
    4. that result from Your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Eficode UKs direct control); or
    5. arising from Eficode UKs suspension or termination of ClearHost

    (collectively, the “ClearHost SLA Exclusions”).

    Schedule 6

    Training Terms (the “Terms”)

    1. DEFINITIONS

    “Delegate”means an individual or representative scheduled by You to attend the Training.

    “Training” means the Services currently branded as “Training” and made available by Eficode UK.

    “Training Material” means content provided by Eficode UK to You for the purposes of supporting the delivery of the Training and may include but is not limited to data, concepts, exercises and tests.

    2. TRAINING MATERIALS

    2.1 Eficode UK will provide Training Material in an electronic format.

    2.2 Printed Training Material is not included unless specified in the Contractual Documents. Printed Training Material may be available on request for a nominal fee.

    2.3 All Training Material remains the intellectual property of Eficode UK and is provided to You solely for the use by Delegates for the purposes of supporting the delivery of the Training.

    2.4 No reproductions, scans or copies (wholly or in part) shall be made or sold of the Training Material without the prior written consent of Eficode UK. No training sessions, whether classroom or online based may be recorded without the prior written consent of Eficode UK. Consent may be granted at an additional charge.

    2.5 Training Material and access to the training environment where applicable will be provided to You no later than one (1) working day prior to the delivery of the Training.

    3. TRAINING CONTENT

    3.1 The Training will be delivered in strict accordance with the agreed scope.

    3.2 Any work required by You outside the agreed scope will only be undertaken where there is a relevant change order signed by both Parties. Amendments may be subject to additional charges.

    3.3 Unless otherwise indicated, all Training is delivered solely in the English language.

    4. PROBLEM MANAGEMENT

    4.1 Any problems related to the Training or the Deliverables must be raised in writing by You within five (5) working days following the end date of the Training.

    5. YOUR RESPONSIBILITIES

    5.1 You are responsible for ensuring that all prerequisites and preparation items advised have been complied with. Eficode UK has no responsibility or liability to You in the event of any delay, cancellation or problem related to the Deliverables or Training where such event is caused solely by Your failure or delay in complying with the prerequisites or preparation items.

    5.2 It is Your responsibility to ensure that the Delegates meet the prerequisites of the Training on which they are booked, and that the Training content meets their requirements.

    5.3 You must provide to Eficode UK a complete and final list of Delegates at least five (5) working days prior to the Training start date. 

    5.4 Notwithstanding clause 5.3 Eficode UK will endeavour to accommodate requests by You to substitute one Delegate for another but is under no obligation to do so.  Such requests are subject to the replacement Delegate meeting the prerequisites for the course and may be subject to additional charges.

    5.5 You shall be responsible and liable for any additional expenses incurred on the part of Eficode UK due to unavailable resources as a result of Your acts or omissions.

    5.6 All Training hours must be used within the period specified in the Order or within twelve (12) months, whichever is earlier.

    6. EFICODE UK RESPONSIBILITIES

    6.1 Eficode UK will endeavour to make best use of the available time, however, allocations for the exact start and end time will be decided by the trainer on the day, based on the requirements of the Delegates attending.

    Schedule 7

    Total Support Terms (the “Terms”)

    1. DEFINITIONS 

    “Fair Usage” is capped at a maximum of two (2) Support Hours and five (5) Package Hours in any given month during the Term for Team packages and a maximum of ten (10) Support Hours and ten (10) Package Hours in any given month during the Term for Premium and Enterprise tier packages. You may exceed these caps up to a maximum of fifty percent (50%) for a total of any two (2) months within the Term.

    “Package Hours” means the number of hours allocated for the Term against each product or group of products that form Total Support, excluding Support Hours, as specified in Your Total Support package.

    “Support Hours” means the number of hours allocated for the Term to technical support, as specified in Your Total Support package.

    “Term” means twelve (12) months from the start date specified in the Your onboarding email.

    “Total Support” means the Services currently branded as “Total Support” and made available by Eficode UK.

    “Working Days” means 9am to 5pm GMT, Monday to Friday excluding bank holidays.

    2. CHARGES

    2.1 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) to levy Charges at the then current rate for any usage in excess of Fair Usage and You shall pay all undisputed invoices.

    3. TERMINATION & SUSPENSION

    3.1 Package and Support Hours must be used within the Term and are non-refundable and non-transferable.

    3.2 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement)  to suspend Your use of Total Support for a breach of Fair Usage.

    4. TOTAL SUPPORT SERVICES

    4.1 Total Support is available in three packages as detailed in the table below. The package You have purchased will be detailed in Your Order.

     

    Team Tier

    Premium Tier

    Enterprise Tier

    24/7 Technical Support Hours

    24*

    Unlimited*

    Training

    Total of 60 hours*

    Total of 120 hours*

    As specified on Order*

    Mentoring & Coaching

    Technical Consultancy

    Health Check

    1 Onboarding

    Bi-annual

    Quarterly

    *Subject to Fair Usage

    4.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You at the then standard rate.

    4.3 Training, Mentoring, Coaching and Technical Consultancy can be scheduled for a minimum of a two (2) hour session. You are not entitled to a partial or full refund or transfer of Package Hours if the full attributable time value is not used in one session.

    4.4 The following services, tools and products are excluded from Total Support: 

    • Data migrations and data merges
    • Installations and upgrades
    • New implementation or kick starts
    • Instance mergers
    • JEMH 
    • Jira Align
    • Limited EazyBI
    • Due to the large number and frequently changing list of available DevOps tools, some DevOps tools may be out of scope. Please check with the Total Support team who will be able to advise whether any specific tool is in or out of scope.

    5. INCLUSION OF TERMS 

    5.1 Total Support packages are a combination of Eficode UK products. As such the product specific terms for each included product are incorporated into these Terms. You accept and agree to comply with and be legally bound by the product specific terms.

    Product

    Incorporated Terms

    Support

    Support Terms in Schedule 2

    Support Service Level Agreement

    Support SLA in Schedule 3

    Training 

    Training Terms in Schedule 6

    5.2 In the event of any conflict or inconsistency between the Total Support Terms and the applicable product specific terms, the Total Support Terms shall take precedence to the extent of such conflict or inconsistency.

    6. SERVICE LEVEL AGREEMENT

    6.1 Training, Mentoring, Coaching and Technical Consultancy are subject to the following Service Level Agreement (“SLA”).

    Time to first response 

    24 Hours from receipt of request*

    Time to scheduled date

    7 Working Days from first response 

    Time to delivery 

    14 Working Days from first response

    * For requests received outside of working hours the clock will start at the beginning of the next working day

    6.2 The SLA is subject to the following exclusions: 

    a) Engagements of more than one (1) consecutive day (7h30m). If Your request is in excess of one (1) day, an approximate timeline for scheduling and delivery will be provided to You at the earliest opportunity; and

    b) any delays that result from any factors outside of Eficode UKs reasonable control, including any Force Majeure event; and

    c) any delays that result from any voluntary actions or inactions by You or any third party; and

    d) any delays that result from Your equipment, software or other technology and/or that of a third party under Your control; and

    e) any delays arising from Eficode UKs suspension or termination of Your right to use Total Support. 

    6.3 Your sole and exclusive remedy for any breach of this SLA is a refund for the Package Hours affected by the breach.

    7. TOTAL SUPPORT REQUESTS

    7.1 You must identify up to five (5) Total Support owners that are authorised to approve the spend of Package and Support Hours. It is Your responsibility to ensure that Eficode UK are notified of required changes to authorised personnel. 

    7.2 To make a Total Support request contact customersupport@eficode.com or call 02381157802