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    Product Specific Terms - Archive

    When you use Eficode UK's services you are subject to our terms. Please read them carefully.

    legal-eficode

    Re-Sale of Third Party Software Terms

    Effective From 1st December 2021 to 30th June 2023

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are 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 
    3. You agree to these Terms on behalf of the party that You represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode UK for the provision of Third Party Software, or payment of an invoice presented to You by Eficode UK for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode UK is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode UK.

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1 These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode UK shall provide all applicable Third Party Agreements to You at Your request.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click here to see page.

    b) Atlassian Cloud Terms of Service – Click here to see page.

    GitLab Third Party Agreement is as follows: Click here to see page.

    3.2 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.

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER 

    4.1 Eficode UK represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode UK shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.3 A Third Party Software vendor may from time to time amend its prices. Eficode UK shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode UK will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode UK’s website or social media accounts. 

    4.4 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. 

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

    5. PAYMENT TERMS 

    5.1 Third Party Software licences will only be supplied to You upon Eficode UK’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode UK representative. 

    5.2 Eficode UK may introduce You to third parties such as finance brokers that are able to provide You with financing options for the purchase of Third Party Software from Eficode UK. If you procure Third Party Software from Eficode UK via a finance provider, bank, lender or other third party (the “Lender”), Eficode UK shall supply the Third Party Software to You upon receipt of invoicing instructions from the Lender. Eficode UK reserves the right, in its sole discretion and without notice, to repossess the Third Party Software should Eficode UK's invoice not be paid in full and cleared funds by the Lender within 5 working days of the invoice date.

    5.3 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.   

    5.4 You shall pay any invoices submitted to You by Eficode UK within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.5 All sums payable to Eficode UK under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

    5.6 You have thirty (30) days from the date Eficode UK places an order with the Third Party Software Vendor on Your behalf with which to request an amendment or refund from Eficode UK. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode UK will provide the applicable refund terms to You at the point of Order at Your request.

    6. TERM 

    6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

    7.2 NOTWITHSTANDING SECTION 4 OF THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE UK"S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED GREAT BRITISH POUNDS (£100.00).

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our Privacy Policy: https://www.eficode.com/trust-centre-uk/privacy/privacy-policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party.

    10. SURVIVING PROVISIONS 

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

    11. SEVERABILITY 

    11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    12. WAIVER

    12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    13. GOVERNING LAW

    13.1 These Terms shall be governed by and construed in all respects in accordance with English law and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”which may arise out of or in connection with these Terms.

    Effective From 1st December 2021 to 17th March 2022

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are 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 
    3. you agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode UK for the provision of Third Party Software, or payment of an invoice presented to you by Eficode UK for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode UK is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode UK.

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1 These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode UK shall provide all applicable Third Party Agreements to You at Your request.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click here to find out more

    b) Atlassian Cloud Terms of Service – Click here to find out more.

    GitLab Third Party Agreement is as follows: Click here to find out more.

    3.2 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.

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER 

    4.1 Eficode UK represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode UK shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.3 A Third Party Software vendor may from time to time amend its prices. Eficode UK shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode UK will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode UK’s website or social media accounts. 

    4.4 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. 

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

    5. PAYMENT TERMS 

    5.1 Third Party Software licences will only be supplied to You upon Eficode UK’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode UK representative.  

    5.2 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.   

    5.3 You shall pay any invoices submitted to You by Eficode UK within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode UK any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

    5.5 All sums payable to Eficode UK under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

    5.6 You have thirty (30) days from the date Eficode UK places an order with the Third Party Software Vendor on your behalf with which to request an amendment or refund from Eficode UK. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode UK will provide the applicable refund terms to you at the point of Order at your request.

    6. TERM 

    6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

    7.2 NOTWITHSTANDING SECTION 4 OF THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE UK'S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED GREAT BRITISH POUNDS (£100.00).

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our Privacy Policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party. 

    10. SURVIVING PROVISIONS 

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

    11. SEVERABILITY 

    11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    12. WAIVER

    12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    13. GOVERNING LAW

    13.1 These Terms shall be governed by and construed in all respects in accordance with English law and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”which may arise out of or in connection with these Terms.

    Effective From 15th February 2021 To 1st December 2021

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are 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 
    3. you agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode UK for the provision of Third Party Software, or payment of an invoice presented to you by Eficode UK for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode UK is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode UK. 

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode UK shall provide all applicable Third Party Agreements to You.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click here to find out more.

    b) Atlassian Cloud Terms of Service – Click here to find out more.

    GitLab Third Party Agreement is as follows: Click Here to find out more.

    3.2 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.

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER 

    4.1 Eficode UK represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode UK shall pass through to the You the full benefit of any warranty, representation, indemnity, undertaking or other right or remedy which it has received from or has against the Third Party Software vendor in respect of the Third Party Software.

    4.3 Eficode UK shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.4 A Third Party Software vendor may from time to time amend its prices. Eficode UK shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode UK will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode UK’s website or social media accounts. 

    4.5 Except as expressly provided herein, Eficode UK makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements. 

    4.6 Eficode UK disclaims all liability whatsoever for the Third Party Software. 

    5. PAYMENT TERMS 

    5.1 Third Party Software licences will only be supplied to You upon Eficode UK’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode UK representative.  

    5.2 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.   

    5.3 You shall pay any invoices submitted to You by Eficode UK within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode UK any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

    5.5 All sums payable to Eficode UK under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

    5.6 You have thirty (30) days from the date of Your Order with which to request an amendment or refund from Eficode UK. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode UK will provide the applicable refund terms to you at the point of Order at your request.

    6. TERM AND TERMINATION 

    6.1 These Terms are effective as of the Effective Date and continue until expiration of all Third Party Software Agreements.

    6.2 The following sections of these Terms shall survive any termination or expiration of these Terms: 4.6, 7.1. 

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury cause by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our privacy policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party. 

    10. SEVERABILITY 

    10.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    11. WAIVER

    11.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    12. GOVERNING LAW

    12.1 These Terms shall be governed by and construed in all respects in accordance with English law and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”)which may arise out of or in connection with these Terms.

     

    Re-Sale of Third Party Software Terms (US Customers)

    Effective From 1st December 2021 to 30th June 2023

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode USA and You. 

    “Eficode USA” means Eficode USA, inc, a company registered in the State of Pennsylvania under entity number 4177603, whose registered address is 2401 Walnut Street, Suite 102, Philadelphia, PA 19103-4341, USA.

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that You represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode USA for the provision of Third Party Software, or payment of an invoice presented to You by Eficode USA for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode USA is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode USA.

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1 These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode US shall provide all applicable Third Party Agreements to You at Your request.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click to see page.

    b) Atlassian Cloud Terms of Service – Click to see page.

    GitLab Third Party Agreement is as follows: Click here to see page.

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

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER 

    4.1 Eficode USA represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode USA shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.3 A Third Party Software vendor may from time to time amend its prices. Eficode USA shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode USA will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode USA’s website or social media accounts. 

    4.4 Except as expressly provided herein, Eficode USA makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements. 

    4.5 Eficode USA disclaims all liability whatsoever for the Third Party Software.

    5. PAYMENT TERMS 

    5.1 Third Party Software licences will only be supplied to You upon Eficode USA’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode USA representative. 

    5.2 Eficode USA may introduce You to third parties such as finance brokers that are able to provide You with financing options for the purchase of Third Party Software from Eficode USA. If You procure Third Party Software from Eficode USA via a finance provider, bank, lender or other third party (the “Lender”), Eficode USA shall supply the Third Party Software to You upon receipt of invoicing instructions from the Lender. Eficode USA reserves the right, in its sole discretion and without notice, to repossess the Third Party Software should Eficode USA's invoice not be paid in full and cleared funds by the Lender within 5 working days of the invoice date.

    5.3 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 USA is subsequently charged for by the Third Party Software vendor will be invoiced to You by Eficode USA.   

    5.4 You shall pay any invoices submitted to You by Eficode USA within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.5 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode USA any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

    5.6 All sums payable to Eficode USA under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

    5.7 You have thirty (30) days from the date Eficode USA places an order with the Third Party Software Vendor on Your behalf with which to request an amendment or refund from Eficode USA. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode USA will provide the applicable refund terms to You at the point of Order at your request.

    6. TERM 

    6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

    7.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE US'S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED US DOLLARS ($100.00).

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our Privacy Policy: https://www.eficode.com/trust-centre-uk/privacy/privacy-policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party.

    10. SURVIVING PROVISIONS 

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

    11. SEVERABILITY 

    11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    12. WAIVER

    12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    13. GOVERNING LAW

    13.1 These Terms shall be governed by and construed in all respects in accordance with the law of the State of Pennsylvania and the Parties irrevocably agree that the courts of the State of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”)which may arise out of or in connection with these Terms.

     

    Effective From 1st December 2021 to 17th March 2022

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode US and You. 

    “Eficode US” means Eficode US, inc, a company registered in the State of Pennsylvania under entity number 4177603, whose registered address is 2401 Walnut Street, Suite 102, Philadelphia, PA 19103-4341, USA.

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are 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 
    3. you agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode US for the provision of Third Party Software, or payment of an invoice presented to you by Eficode US for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode US is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode US.

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1 These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode US shall provide all applicable Third Party Agreements to You at Your request.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click here to find out more.

    b) Atlassian Cloud Terms of Service – Click here to find out more.

    GitLab Third Party Agreement is as follows: Click here to find out more.

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

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER 

    4.1 Eficode US represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode US shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.3 A Third Party Software vendor may from time to time amend its prices. Eficode US shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode US will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode US’s website or social media accounts. 

    4.4 Except as expressly provided herein, Eficode US makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements. 

    4.5 Eficode US disclaims all liability whatsoever for the Third Party Software.

    5. PAYMENT TERMS 

    5.1 Third Party Software licences will only be supplied to You upon Eficode US’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode US representative.  

    5.2 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 US is subsequently charged for by the Third Party Software vendor will be invoiced to You by Eficode US.   

    5.3 You shall pay any invoices submitted to You by Eficode US within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode US any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

    5.5 All sums payable to Eficode US under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

    5.6 You have thirty (30) days from the date Eficode US places an order with the Third Party Software Vendor on your behalf with which to request an amendment or refund from Eficode US. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode US will provide the applicable refund terms to you at the point of Order at your request.

    6. TERM 

    6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

    7.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE US AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED US DOLLARS ($100.00).

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our Privacy Policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party. 

    10. SURVIVING PROVISIONS 

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

    11. SEVERABILITY 

    11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    12. WAIVER

    12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    13. GOVERNING LAW

    13.1 These Terms shall be governed by and construed in all respects in accordance with the law of the State of Pennsylvania and the Parties irrevocably agree that the courts of the State of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”)which may arise out of or in connection with these Terms.

    Effective From 15th February 2021 To 1st December 2021

    These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode US and You. 

    “Eficode US” means Eficode US, inc, a company registered in the State of Pennsylvania under entity number 4177603, whose registered address is 2401 Walnut Street, Suite 102, Philadelphia, PA 19103-4341, USA.

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are 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 
    3. you agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are 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 Eficode US for the provision of Third Party Software, or payment of an invoice presented to you by Eficode US for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode US is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode US.

    1. INTERPRETATION

    1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

    1.2 Any reference to the singular will include the plural and vice versa.

    2. PRECEDENCE 

    2.1These terms 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 or practice.

    3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

    3.1 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. Eficode US shall provide all applicable Third Party Agreements to You.

    Atlassian Third Party Agreements are as follows:

    a) Atlassian Software Licence Agreement – Click here to find out more.

    b) Atlassian Cloud Terms of Service – Click here to find out more.

    GitLab Third Party Agreement is as follows: Click here to find out more.

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

    3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

    4.WARRANTY AND DISCLAIMER

    4.1 Eficode US represents and warrants it is an authorised reseller of the Third Party Software.

    4.2 Eficode US shall pass through to the You the full benefit of any warranty, representation, indemnity, undertaking or other right or remedy which it has received from or has against the Third Party Software vendor in respect of the Third Party Software.

    4.3 Eficode US shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

    4.4 A Third Party Software vendor may from time to time amend its prices. Eficode US shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode US will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode US’s website or social media accounts.

    4.5 Except as expressly provided herein, Eficode US makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements.

    4.6 Eficode US disclaims all liability whatsoever for the Third Party Software.

    5. PAYMENT TERMS 

    5.1Third Party Software licences will only be supplied to You upon Eficode US’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode US representative.

    5.2 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 US is subsequently charged for by the Third Party Software vendor will be invoiced to you by Eficode US.

    5.3 You shall pay any invoices submitted to You by Eficode US within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

    5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode US any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

    5.5 All sums payable to Eficode US under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law.

    5.6 You have thirty (30) days from the date of Your Order with which to request an amendment or refund from Eficode US. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode US will provide the applicable refund terms to you at the point of Order at your request.

    6. TERM AND TERMINATION 

    6.1 These Terms are effective as of the Effective Date and continue until expiration of all Third Party Software Agreements.

    6.2 The following sections of these Terms shall survive any termination or expiration of these Terms: 4.6, 7.1.

    7. LIMITATION OF LIABILITY 

    7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury cause by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law.

    8. DATA PROTECTION 

    8.1 Your data is processed in accordance with our privacy policy.

    9. FORCE MAJEURE 

    9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party.

    10. SEVERABILITY 

    10.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    11. WAIVER

    11.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

    12. GOVERNING LAW

    12.1 These Terms shall be governed by and construed in all respects in accordance with the law of the State of Pennsylvania and the Parties irrevocably agree that the courts of the State of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”)which may arise out of or in connection with these Terms.

     

    ClearHost Terms

    Effective From 1st December 2021 to 30th June 2023

    These ClearHost Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of ClearHost, a signed Statement of Work for provision of ClearHost, payment of an invoice presented to You by Eficode UK for the provision of ClearHost, or the use by You of ClearHost, whichever is earlier.

    Your use of ClearHost is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    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, email addresses and billing information associated with ClearHost.

    “Application” means the software applications as documented in the Contractual Documents.

    “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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. DATA PROTECTION AND SECURITY

    3.1 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.

    3.2 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:

    a. disclose Your Content to any third party; or

    b. 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.

    3.3 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.

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

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

    3.6 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.

    3.7 Delivery of patches to the system will be conducted under change management processes as per Section 10 of these Terms and will be applied within scheduled maintenance periods.

    3.8 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.

    3.9 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.

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

    4. YOUR RESPONSIBILITIES

    4.1 Except to the extent caused by Eficode UK's 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.

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

    4.3 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.

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

    4.5 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. 

    4.6 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. 

    4.7 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.

    5. LIMITATION OF LIABILITY

    5.1 Eficode UK’s total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage, costs, claims, expenses arising or in connection with these Terms, including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of three hundred thousand pounds (£300,000).

    6. HOSTING SUPPORT

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

    6.2 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.

    6.3 To raise a Request via the Service Desk You must follow the process as defined in the Support Terms posted on the Eficode UK website.

    7. INCIDENT MANAGEMENT

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

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

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

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

    8. ESCALATION PROCEDURE

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

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

    8.3 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

    9. UPDATE MANAGEMENT

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

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

    9.3 Any agreed updates will be performed under the change management process in Section 10 and within scheduled maintenance.

    10. CHANGE MANAGEMENT

    10.1 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.

    10.2 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

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

    10.4 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.

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

    10.6 Changes under this Section 10 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.

    11. DISASTER RECOVERY AND BUSINESS CONTINUITY

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

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

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

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

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

    a. Recovery Time Objective of  four (4) hours

    b. Recovery Point Objective of twenty four (24) hours

    12. TERMINATION

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

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

    12.3 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.

    13. EXCLUSION OF TERMS

    13.1 Postponement Charges shall not apply to the provision of ClearHost.

    Effective From 4th August 2021 To 1st December 2021

    Client use of ClearHost is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

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

    1.2 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

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

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

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

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

    1.7 “Infrastructure” means the ancillary systems support the delivery of the Host systems to the Client.

    1.8 “Platform” means the Host/s and associated Infrastructure that provide the basis for the Service delivery.

    1.9 “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.

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

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

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

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

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. DATA PROTECTION AND SECURITY

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

    3.2 The Client may specify the Regions in which the Client’s Content will be stored. Eficode UK will not access or use the Client’s 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: 

    a. disclose the Clients Content to any third party; or

    b. move the Client’s Content from the Regions selected by the Client; 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 the Client notice of any legal requirement or order referred to in this section 3.2. Eficode UK will only use the Client’s Account Information in accordance with the Privacy Policy posted on the Eficode UK website, and the Client’s consent to such usage. The Privacy Policy does not apply to the Client’s Content.

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

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

    3.5 Eficode UK undertake to manage the patching of the various operating systems supporting the Service in accordance with a planned schedule.

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

    3.7 Delivery of patches to the system will be conducted under change management processes as per section 10 and will be applied within scheduled maintenance periods.

    3.8 Critical operating system and application patches will be applied within 7 working days of their 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.

    3.9 Eficode UK will provide back ups and monitoring of back up 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.

    3.10 The Client must notify Eficode UK as soon as reasonably possible of any data loss or corruption.

    4. CLIENT RESPONSIBILITIES

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

    4.2 The Client will ensure that the Content does not breach any applicable law, relevant policy or these terms. The Client is solely responsible for the Content.

    4.3 The Client warrants that the Client’s Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the Application terms. Notwithstanding any other provision to the contrary, Eficode UK has no liability under these terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

    4.4 Except where explicitly expressed in these terms the Client is responsible for taking appropriate action to secure, protect and back up the Client’s account and Content.

    4.5 The Client 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 the Clients identity provider. 

    4.6 The Client will be deemed to have taken any action that the Client permits, assists or facilitates any person or entity to take related to these terms, the Client’s Content or use of the Service. The Client is responsible for Users’ use of the Content and the Service. The Client will ensure that all Users comply with the Client’s obligations under these terms and that the terms of any agreement between the Client and a User are consistent with these terms. If the Client becomes aware of any violation of the Client’s obligations under these terms caused by a User, the Client will immediately suspend access to the Content and the Service by such User. 

    4.7 The Client is responsible for the management of any Client contracted third party involved in system implementation and ongoing service including infrastructure and networking providers where applicable.

    5. LIMITATION OF LIABILITY

    5.1 Subject to clauses 24 and 25 of the Master Services Agreement, Eficode UK’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage, costs, claims, expenses arising or in connection with these ClearHost terms (excluding when arising under or in connection with any Statement of Work and/or purchase order), including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of three hundred thousand pounds (£300,000).

    6. HOSTING SUPPORT

    6.1 Eficode UK will implement, manage and monitor the Services in accordance with these terms, the Agreement and any applicable Statement of Work/Purchase Order.

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

    6.3 To raise a Request via the Service Desk the Client must follow the process as defined in the Support Terms posted on the Eficode UK website.

    7. INCIDENT MANAGEMENT

    7.1 Eficode UK will notify the Client of any incidents impacting the Client as soon as reasonably possible.

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

    7.3 The Client must notify Eficode UK of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar. 

    7.4 The Client is responsible for communicating any incident updates to other Users as required.  

    8. ESCALATION PROCEDURE

    8.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

    8.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    8.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client 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

    9. UPDATE MANAGEMENT

    9.1 Platform release and feature release upgrades are not included in the Service.

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

    9.3 Any agreed updates will be performed under the change management process in section 10 and within scheduled maintenance.

    10. CHANGE MANAGEMENT

    10.1 A formal change management process will be used for any significant change to the Service provision undertaken by either the Client or Eficode UK.

    10.2

    1. The change management process will include but not be limited to the following steps:
    2. Statement of Change
    3. Requirements Gathering
    4. Requirements Sign-off
    5. Project Specification
    6. Specification Review
    7. User Acceptance Testing (may be waived depending on change)
    8. Project Scheduling
    9. Changes Affected
    10. Project Review
    11. Project Sign-off

    10.3 Both Eficode UK and the Client may identify and notify the other Party of any required changes. 

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

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

    10.6 Changes under this section 10 may be subject to additional charges. Where subject to an additional charge this will be specified in the change plans submitted to the Client for approval and sign off.

    11. DISASTER RECOVERY AND BUSINESS CONTINUITY

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

    11.2 The systems forming the Service are monitored at all times and Eficode UK is alerted to any abnormalities.

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

    11.4 The Client shall, as soon as reasonably practicable notify Eficode UK of any system failure or performance issue the Client identifies.

    11.5 Eficode UK will use all reasonable endeavours to restore the Services within the following objectives: 

    a. Recovery Time Objective of 4 hours

    b. Recovery Point Objective of 24 hours

    12. TERMINATION

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

    12.2 In the event of a termination under this section 14, the Client shall be liable for all fees and charges accrued prior to the effective date of termination, payable in accordance with the payment terms in the Agreement.

    12.3 Upon the effective date of termination access to the hosted service will be disabled.

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

     

    ClearHost Service Level Agreement

    Effective from 1st December 2021 to 30th June 2023

    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.

    “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.

    Changes

    Eficode UK may change, discontinue or add Service Level Agreements from time to time in accordance with clause 2.1 of the ClearHost Terms.

    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:

    a. the billing cycle with respect to which You are claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle;

    b. 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:

    a. caused by factors outside of Eficode UK's reasonable control, including any force majeure event; or

    b. that result from any voluntary actions or inactions by You or any third party; or

    c. that result from Your misuse of ClearHost; or

    d. 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 UK's direct control); or

    e. arising from Eficode UK's suspension or termination of Your right to use ClearHost

    (collectively, the “ClearHost SLA Exclusions”).

    Effective from 28th March 2021 To 1st December 2021

    This ClearHost 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 terms of the ClearHost Terms or other agreement with Eficode UK governing the Clients use of our Services (the “Agreement”), the terms and conditions 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 Agreement or Product Specific Terms. 

    Definitions 

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

    “Monthly Uptime Percentage” means the Availability in any monthly billing cycle. 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 above, that Eficode UK may credit back to an eligible account.

    Changes

    Eficode UK may change, discontinue or add Service Level Agreements from time to time in accordance with clause 2.1 of the ClearHost Terms.

    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, the Client will be eligible to receive a Service Credit as described below.

    Service Credits

    A credit will be calculated using the following formula: 

    (99.9% – (Monthly Uptime Percentage)) * (charges in period)

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

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

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

    Unless otherwise provided in the Agreement, the Clients 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 the terms of this SLA.

    Service Credit Request 

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

    a. the billing cycle with respect to which the Client is claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle;

    b. logs that document the errors for the Clients claimed outage (any confidential or sensitive information in these logs should be redacted).

    If the Monthly Uptime Percentage of such credit request is confirmed by Eficode UK and is less than the Service Commitment, then Eficode UK will issue the Service Credits to the Client within one billing cycle following the month in which the credit request occurred. The Clients failure to provide the credit request and other information as required above will disqualify the Client 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:

    a. caused by factors outside of Eficode UK's reasonable control, including any force majeure event; or

    b. that result from any voluntary actions or inactions by the Client or any third party; or

    c. that result from the Clients misuse of ClearHost;

    d. that result from the Clients equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Eficode UK's direct control; or

    e. arising from Eficode UK's suspension or termination of the Clients right to use ClearHost in accordance with the Agreement.

    (collectively, the “ClearHost SLA Exclusions”).

     

    Support Terms

    Effective as of 21st September 2022 to 30th June 2023

    These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity You represent in accepting these Terms or, as applicable You individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that You represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Eficode UK for the provision of the Support, or the use by You of the Support, whichever is earlier.

    Your use of Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    “Application”means the software applications as specified in the Contractual Documents. 

    “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 two (2) consecutive 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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 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. 

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support Hours shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full. 

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

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

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

    3.6 Support is billed annually (“Billing Cycle”)

    4. SUPPORT

    4.1 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.

    4.2 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).

    4.3 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.

    4.4 Depending upon the nature of the Incident/Request, Eficode UK may have to impose a technical and/or process workaround to rectify the Incident/Request 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.

    5. SUPPORT HOURS

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

    5.2 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) not to process Requests if all purchased Support Hours have already been used by You. 

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

    5.4 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

    6. DATA PROTECTION AND SECURITY

    6.1 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.

    7. INCIDENT MANAGEMENT

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

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

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

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

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at: Click here.

    8.3 The Service Desk is available for You to submit Requests twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

    8.4 All Requests must include the following information:

    a. business impact including how many Users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in Section 9.

    8.5 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.

    9. SEVERITY LEVELS

    9.1 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 10 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

    10. ESCALATION PROCEDURE

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

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

    10.3 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

    11. TERMINATION & SUSPENSION

    11.1 You may cancel Support at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

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

    11.3 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.

    12. EXCLUSION OF TERMS

    12.1  Postponement Charges shall not apply to the provision of Support.

    Effective as of 27th January 2022 – 21st September 2022

    These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Eficode UK for the provision of the Support, or the use by You of the Support, whichever is earlier.

    Your use of Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    “Application”means the software applications as specified in the Contractual Documents. 

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

    “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.

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

    2. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 Support is charged for each Charging Period.

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support hours shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by You at any time during the term.

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

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

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

    4. SUPPORT

    4.1 You will provide Eficode UK with unrestricted access to the system and will provide such further 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.

    4.2 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).

    4.3 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.

    4.4 Depending upon the nature of the Incident/Request, Eficode UK may have to impose a technical and/or process workaround to rectify the Incident/Request 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.

    5. SUPPORT HOURS

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

    5.2 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. 

    5.3 Support hours are non-transferrable.

    5.4 If Support hours are not used within the term specified in the Contractual Documents they are non-refundable and non-transferrable. 

    5.5 Support hours vary depending on the option purchased by You. The Contractual Documents will specify the applicable option. The hours of Support provided in 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

    6. DATA PROTECTION AND SECURITY

    6.1 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.

    6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is Your responsibility to cover the cost for this.

    7. INCIDENT MANAGEMENT

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

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

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

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

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at: Click here.

    8.3 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.

    8.4 All Requests must include the following information:

    a. business impact including how many Users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in Section 9.

    8.5 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.

    9. SEVERITY LEVELS

    9.1 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 10 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

    10. ESCALATION PROCEDURE

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

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

    10.3 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

    11. EXCLUSION OF TERMS

    11.1  Postponement Charges shall not apply to the provision of Support.

    Effective as of 1st December 2021 – 31st January 2022

    These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Eficode UK for the provision of the Support, or the use by You of the Support, whichever is earlier.

    Your use of Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    “Application”means the software applications as specified in the Contractual Documents. 

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

    “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.

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

    2. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 Support is charged for each Charging Period.

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support hours shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by You at any time during the term.

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

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

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

    4. SUPPORT

    4.1 You will provide Eficode UK with unrestricted access to the system and will provide such further 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.

    4.2 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).

    4.3 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.

    4.4 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.

    5. SUPPORT HOURS

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

    5.2 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. 

    5.3 Support hours are non-transferrable.

    5.4 If Support hours are not used within the term specified in the Contractual Documents they are non-refundable and non-transferrable. If You have purchased an Add on Upgrade this must be used within twelve (12) months of purchase. Upgrades not used within this timeframe will be forfeited, non-refundable and non-transferable.

    5.5 Support hours vary depending on the option purchased by You. The Contractual Documents will specify the applicable option. The hours of Support provided in 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

    6. DATA PROTECTION AND SECURITY

    6.1 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.

    6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is Your responsibility to cover the cost for this.

    7. INCIDENT MANAGEMENT

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

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

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

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

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at:  Click here to find out more.

    8.3 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.

    8.4 All Requests must include the following information:

    a. business impact including how many Users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in Section 9.

    8.5 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.

    9. SEVERITY LEVELS

    9.1 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 10 shall be instigated by either Party.

    Priority

    Definition

    Response Method

    Examples

    Critical

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

    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

    Major

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

    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

    Minor

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

    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

    Trivial

    An issue of minor importance and low impact

    Service Desk

    – Misspelled objects or typos

    – Issue with little or no impact

    – General application usage questions

    – User specific controls or permissions

    10. ESCALATION PROCEDURE

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

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

    10.3 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

    11. EXCLUSION OF TERMS

    11.1  Postponement Charges shall not apply to the provision of Support.

    Effective From 4th August 2021 To 1st December 2021

    Client use of Support is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    1.1 “Application”means the software applications as documented in the associated Statement of Work and/or Purchase Order.

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

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

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

    1.4 “Support”means the support services currently branded as “Support” and made available by Eficode UK.

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. CHARGES

    3.1 Support is charged for each Charging Period.

    3.2 Eficode UK shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Support hours shall be made available for the Client by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by the Client at any time during the term of the relevant Statement of Work and will be invoiced on the basis set out in this clause 3.2.

    3.3 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.

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

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

    4. SUPPORT

    4.1 The Client will provide Eficode UK or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require to carry out the work. Eficode UK will not be liable for where its representative cannot provide support as a result of the Client failing to provide such facilities or assistance.

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

    4.3 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.

    4.4 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 the Client decides not to proceed with a permanent fix.

    5. SUPPORT HOURS

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

    5.2 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 the Client. Additional Support hours may be purchased by the Client at any time.

    5.3 Support hours are non-transferrable.

    5.4 If Support hours are not used within the term specified on the Statement of Works/Purchase Order they are non-refundable and non-transferrable. If You have purchased an Add on Upgrade this must be used within 12 months of purchase. Add on Upgrades not used within this timeframe will be forfeited, non-refundable and non-transferable.

    5.5 Support hours vary depending on the option purchased by the Client. The Statement of Work/Purchase Order will specify the applicable option. The hours of Support provided in each option is specified below:

     

    6. DATA PROTECTION AND SECURITY

    6.1 The Client will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is the Client’s sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is the Client’s responsibility to cover the cost for this.

    7. INCIDENT MANAGEMENT

    7.1 Eficode UK will notify the Client of any incidents impacting the Client as soon as reasonably possible.

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

    7.3 The Client must notify Eficode UK of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar.

    7.4 The Client is responsible for communicating any incident updates to other Users as required. 

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at: Click here to find out more.

    8.3 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.

    8.4 All Requests must include the following information: 

    a. business impact including how many users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in section 9.

    8.5 Eficode UK may request, and the Client shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

    9. SEVERITY LEVELS

    9.1 Eficode UK shall validate the Clients determined Severity Level or notify the Client of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the re-classification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in clause 10 shall be instigated by either party.

    Priority Definition Response Method Examples
    Critical Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available. Client will be contacted initially by phone and backed up with support portal. - 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
    Major Degraded service - Includes intermittent issues and reduced quality of service. A workaround may be available. Initially response via support portal, 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
    Minor General Issue - This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented. Typically be dealt with via support portal - 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
    Trivial An issue of minor importance and low impact Typically be dealt with via support portal - Misspelled objects or typos
    - Issue with little or no impact
    - General application usage questions
    - User specific controls or permissions

    10. ESCALATION PROCEDURE

    10.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

    10.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    10.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Eficode UK contact:

     If the Client is unable to reach a satisfactory resolution with the Team Leader the Client 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

    Total Support Terms 

    Effective as of 5th April 2023 to 30th June 2023

    These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

    Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 Total Support is billed annually (“Billing Cycle”).

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

    3.3 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.

    4. TERMINATION & SUSPENSION

    4.1 You may cancel Your Total Support package at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

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

    4.3 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.

    5. TOTAL SUPPORT SERVICES

    5.1 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

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

    5.3 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.

    5.4 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.

     

    6. INCLUSION OF TERMS 

    6.1 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 as they are applicable.

    Product

    Incorporated Terms

    Support

    Support Terms

    Support Service Level Agreement

    Support SLA

    Training 

    Training Terms 

    6.2 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.

    7. SERVICE LEVEL AGREEMENT

    7.1 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

    7.3 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 UK's 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 UK's suspension or termination of Your right to use Total Support. 

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

    8. TOTAL SUPPORT REQUESTS

    8.1 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. 

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

    Effective as of 21st September 2022 – 5th April 2023

    These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

    Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    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 two (2) consecutive 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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 Total Support is billed annually (“Billing Cycle”).

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

    3.3 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.

    4. TERMINATION & SUSPENSION

    4.1 You may cancel Your Total Support package at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

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

    4.3 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.

    5. TOTAL SUPPORT SERVICES

    5.1 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

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

    5.3 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.

    6. INCLUSION OF TERMS 

    6.1 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 as they are applicable.

    Product

    Incorporated Terms

    Support

    Support Terms

    Support Service Level Agreement

    Support SLA

    Training 

    Training Terms 

    6.2 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.

    7. SERVICE LEVEL AGREEMENT

    7.1 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

    7.3 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 UK's 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 UK's suspension or termination of Your right to use Total Support. 

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

    8. TOTAL SUPPORT REQUESTS

    8.1 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. 

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

    Effective as of 21st March 2022 – 21st September 2022

    These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    "Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

    Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS 

    “Fair Usage” is capped at a maximum of ten (10) Support hours in any given 4 week period for Team and Premium tier packages and a maximum of twenty four (24) Support hours in any given 4 week period for Enterprise tier packages.

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

    “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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. CHARGES

    3.1 Total Support is billed annually or quarterly (“Billing Cycle”) as specified in Your Order.

    3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

    3.3 Any Services requested in excess of Your Package Hours, or Fair Usage for Support hours on Medium and Enterprise Tier packages, shall be quoted at Eficode UK's then current standard rates.

    4. TERM AND TERMINATION 

    4.1 You may cancel or downgrade your Total Support package at any time by serving Eficode UK written notice. If you cancel or downgrade your Total Support package you shall continue to be charged for the remainder of the then current Billing Cycle and you are not entitled to a refund.  

    4.2 If you cancel your Total Support package all accrued Package Hours must be used prior to the end of the then current Billing Cycle. Package Hours are non-refundable and non-transferable.

    5. TOTAL SUPPORT SERVICES

    5.1 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 Support Hours

    24

    Unlimited*

    Training

    Total of 50 hours

    Total of 120 hours

    As specified on Order

    Mentoring & Coaching

    Technical Consultancy

    Health Check

    1 Onboarding

    Bi-annual

    Quarterly

    *Subject to Fair Usage

    5.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You.

    5.3 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.

    6. INCLUSION OF TERMS 

    6.1 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 as they are applicable.

    Product

    Incorporated Terms

    Support

    Support Terms

    Support Service Level Agreement

    Support SLA

    Training 

    Training Terms 

    6.2 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.

    7. SERVICE LEVEL AGREEMENT

    7.1 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

    7.3 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 UK's 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 UK's suspension or termination of Your right to use Total Support. 

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

    8. TOTAL SUPPORT REQUESTS

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

    8.2 Requests will not be processed by Eficode UK if all Package hours have already been used by You. Additional Services can be purchased at Eficode UK's then current standard rates. 

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

     

    Support Service Level Agreement

    Effective from 1st December 2021 to 30th June 2023

    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. 

    Changes

    Eficode UK may change, discontinue or add Service Level Agreements from time to time in accordance with the clause 2.1 of the Support Terms.

    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 UK's 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 UK's 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. 

    Effective from 28th March 2021 To 1st December 2021

    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 terms of the Support Terms or other agreement with Eficode UK governing the Clients use of our Services (the “Agreement”), the terms and conditions 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 Agreement or Product Specific Terms.

    Definitions 

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

    Changes

    Eficode UK may change, discontinue or add Service Level Agreements from time to time in accordance with the clause 2.1 of the Support Terms.

    Service Commitment 

    Eficode UK will use commercially reasonable efforts to provide consistent Support to the Client in accordance with this SLA. 

     

    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 UK's reasonable control, including any force majeure event; or
    2. that result from any voluntary actions or inactions by the Client or any third party; or
    3. that result from the Clients misuse of Support; or
    4. in the event that the Client Severity Level classification is in dispute
    5. arising from Eficode UK's suspension or termination of the Clients right to use Support in accordance with the Agreement.

    (collectively, the “Support SLA Exclusions”).

    Support SLA Conditions

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

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

    From time to time, maintenance of the Eficode UK Service Desk is required. Clients 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 the Client or third party and is not received within three (3) Working Days, Eficode UK reserves the right to close the Request. 

     

    Training Terms

    Effective From 1st December 2021 to 30th June 2023

     

    These Training Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Training, a signed Statement of Work for provision of the Training, payment of an invoice presented to You by Eficode UK for the provision of the Training, or the use by You of the Training, whichever is earlier.

    Your use of Training is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    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. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Training after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. TRAINING MATERIALS

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

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

    3.3 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.

    3.4 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.

    3.5 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.

    4. TRAINING CONTENT

    4.1 The Training will be delivered in strict accordance with the Contractual Documents and agreed scope therein.

    4.2 Any work required by You outside the agreed scope as recorded in the Contractual Documents will only be undertaken where there is a relevant Change Order signed by both Parties. Amendments may be subject to additional charges.

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

    5. PROBLEM MANAGEMENT

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

    6. YOUR RESPONSIBILITIES

    6.1 You are responsible for ensuring that all prerequisites and preparation items as detailed in the Statement of Work or elsewhere in the Contractual Documents 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.

    6.2 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.

    6.3 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. 

    6.4 Notwithstanding clause 6.3 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.

    6.5 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.

    6.6 All Training hours must be used within the start/end date provided on the Statement of Work.

    7. Eficode UK RESPONSIBILITIES

    7.1 Unless specifically covered within the Contractual Documents, Eficode UK is not responsible for any customizations, integrations, data conversions or product extensions. 

    7.2 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.

     

    Effective From 28th March 2021 To 1st December 2021

    Client use of Training is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

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

    1.2 “Training” means the training services currently branded as “Training” and made available by Eficode UK.

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Training after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. TRAINING MATERIALS

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

    3.2 Printed Training Material is not included unless specified in your quote and/or Statement of Work. Printed Training Material may be available on request for a nominal fee.

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

    3.4 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.

    3.5 Training Material and access to the training environment where applicable will be provided to the Client no later than one (1) Working Day prior to the delivery of the Training.

    4. TRAINING CONTENT

    4.1 The Training will be delivered in strict accordance with the Statement of Work.

    4.2 Any work required by the Client outside the scope of the Statement of Work will only be undertaken where there is a relevant Change Order signed by both Parties. Amendments may be subject to additional charges.

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

    5. PROBLEM MANAGEMENT

    5.1 Any problems related to the Deliverables must be raised in writing by the Client to Eficode UK within five (5) Working Days following the end date of the Training as stated on the Statement of Work. Any issues raised will be investigated by the Eficode UK Project Manager as named on the Statement of Work.

    6. CLIENT RESPONSIBILITIES

    6.1 The Client is responsible for ensuring that all pre-requisites and preparation items as detailed in the Statement of Work or elsewhere have been complied with. Eficode UK has no responsibility or liability to the Client in the event of any delay, cancellation or problem related to the Deliverables or Training where such event is caused solely by the Client’s failure or delay in complying with the pre-requisites or preparation items.

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

    6.3 The Client must provide to Eficode UK a complete and final list of Delegates at least five (5) Working Days prior to the Training start date, as stated on the Statement of Work. 

    6.4 Notwithstanding clause 6.3 Eficode UK will endeavour to accommodate requests by the Client to substitute one Delegate for another but is under no obligation to do so.  Such requests are subject to the replacement Delegate meeting the pre-requisites for the course and may be subject to additional charges.

    6.5 The Client shall be responsible and liable for any additional expenses incurred on the part of Eficode UK due to unavailable resources as a result of the Client’s acts or omissions.

    6.6 All Training hours must be used within the start/end date provided on the Statement of Work.

    7. EFICODE UK RESPONSIBILITIES

    7.1 Eficode UK will provide a trainer suitably skilled and competent to deliver the Training. 

    7.2 Eficode UK shall use reasonable endeavours to meet any specified Training dates, but any such dates shall be anticipated dates only and may be subject to alteration.

    7.3 Unless specifically covered within the Statement of Work, Eficode UK is not responsible for any customizations, integrations, data conversions or product extensions. 

    7.4 Eficode UK will endeavor to make best use of the available time provided by the Statement of Work however allocations for the exact start and end time will be decided by the consultant on the day based on the requirements of the Delegates attending.

    8. CHARGES

    8.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Eficode UK (and such Charges shall be invoiced by Eficode UK and be payable by the Client in accordance with the terms of this Agreement):

    a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

    b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

    8.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Eficode UK.

    a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

    b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

    c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

    8.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services. 

    8.4 For the avoidance of doubt the charges outlined in clause 8.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

    8.5 The parties intend by the provision in clause 8 to agree in advance to the settlement of damages to Eficode UK that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Eficode UK will sustain, which are uncertain and difficult to estimate at this time.

    8.6 The Client shall only be absolved of any Charges under this clause 8 in the event of a Force Majeure Event.

     

    Professional Services Terms

     

    Effective From 28th March 2021 To 1st December 2021

    Client use of Professional Services is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. CHANGES

    1.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Professional Services after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    2. CHARGES

    2.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Eficode UK (and such Charges shall be invoiced by Eficode UK and be payable by the Client in accordance with the terms of this Agreement):

    a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

    b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

    c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

    2.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Eficode UK.

    a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

    b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

    2.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services.

    2.4 For the avoidance of doubt the charges outlined in clause 2.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

    2.5 The parties intend by the provision in clause 2 to agree in advance to the settlement of damages to Eficode UK that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Eficode UK will sustain, which are uncertain and difficult to estimate at this time.

    2.6 The Client shall only be absolved of any Charges under this clause 2 in the event of a Force Majeure Event.

     

    Managed Services Terms

     

    Effective From 28th March 2021 To 1st December 2021

    Client use of Managed Services is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.  

    1. CHANGES

    1.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Managed Services after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    2. CHARGES

    2.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Eficode UK (and such Charges shall be invoiced by Eficode UK and be payable by the Client in accordance with the terms of this Agreement):

    a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

    b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Eficode UK four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

    2.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Eficode UK.

    a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

    b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

    c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

    2.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services.

    2.4 For the avoidance of doubt the charges outlined in clause 2.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

    2.5 The parties intend by the provision in clause 2 to agree in advance to the settlement of damages to Eficode UK that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Eficode UK will sustain, which are uncertain and difficult to estimate at this time.

    2.6 The Client shall only be absolved of any Charges under this clause 2 in the event of a Force Majeure Event.

    Experts on Demand Terms

    Effective as of 1st December 2021 - 21st June 2023
     

    These Experts on Demand Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of Experts of Demand, a signed Statement of Work for provision of Experts on Demand, payment of an invoice presented to You by Eficode UK for the provision of Experts on Demand, or the use by You of Experts on Demand, whichever is earlier.

    Your use of Experts on Demand is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    “Credit” means a unit of time purchased.

    “Credit Period” means each calendar month of the Subscription Period.

    “Experts on Demand” means the Service currently branded as “Experts on Demand” and made available by Eficode UK.

    “On Demand Services” means consultancy services including one to one coaching, mentoring, advice and one day consultant led training sessions for up to a maximum of 12 delegates.

    2. CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Experts on Demand after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3. SUBSCRIPTION CREDITS

    3.1 Subscription Packages are available for six (6) or twelve (12) months (the “Subscription Period”) or as otherwise agreed in the Contractual Documents. The number of Credits available in the Subscription Period will be specified on the Contractual Documents. The Subscription Period together with the number of Credits form the “Subscription Package”.

    3.2 Each Credit Period will have an allocated number of Credits that can be used to purchase On Demand Services.

    3.3 Credits have the following attributable time values:

    One (1) Credit 

    One remote workshop session of up to half (0.5) a day with an Atlassian certified consultant 

    Two (2) Credits

    One remote workshop session of up to one (1) day with an Atlassian certified consultant

    Four (4) Credits 

    One remote training session of up to one (1) day with an Atlassian certified consultant for a maximum of 12 delegates 

    Half a (0.5) day equates to three hours and forty five minutes (3h45m)

    One (1) day equates to seven hours and thirty minutes (7h30m)

    3.4 You are not entitled to a partial or full refund or transfer of Credit if the full attributable time value of a Credit is not used in one session.

    4. FAIR USE

    4.1 Credits expire after sixty (60) days. Credits are non-refundable and non-transferable.

    4.2 Subject to clause 4.1 You may use up to a maximum of double the allocated Credits in any given Credit Period for a maximum total of two (2) Credit Periods.

    4.3 Credit use is monitored and tracked by Eficode UK.

    5. CONTRACT OWNER

    5.1 You must identify up to two (2) contract owners to Eficode UK who are authorised to approve a Credit spend. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6. CREDIT SPEND

    6.1 Contract owners can spend Credits by submitting a written request to the designated Eficode UK Project Manager or by submitting a request via the Experts on Demand service desk.

    6.2 The Credit spend required to fulfil a request is at the sole judgement and discretion of Eficode UK.

    6.3 Requests will not be processed by Eficode UK if all purchased Credits have already been used by You.

    7. SERVICE HOURS

    7.1 Experts on Demand requests will be processed within Eficode UK's normal working hours as may change from time to time.

    8. CHARGES

    8.1 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date as specified in the Contractual Documents.  For the avoidance of doubt, no Credits shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.

    8.2 Any on-site assistance requested by You or additional materials required to fulfil a request shall be chargeable to You and at the sole discretion of Eficode UK. 

     
     

    Experts on Demand Terms

     

    Effective From 22nd April 2021 To 1st December 2021

    Client use of Experts on Demand is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    1.1 “Credit” means a unit of time purchased.

    1.2 “Credit Period” means each calendar month of the Subscription Period.

    1.3 “Experts on Demand” means the experts on demand services currently branded as “Experts on Demand” and made available by Eficode UK.

    1.4 “Services” means ad hoc consultancy services including one to one coaching, mentoring, advice and one day consultant led training sessions for up to a maximum of 12 delegates.

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Expert on Demand after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. SUBSCRIPTION CREDITS

    3.1 Subscription packages are available for six (6) or twelve (12) months or as otherwise agreed on a Statement of Work (“Subscription Period”). The number of Credits available in the Subscription Period will be specified on the relevant Statement of Work.

    3.2 Each subscription package comes with a fixed number of Credits that can be used to purchase Services within each Credit Period.

    3.3 Credits have the following attributable time values:

     

    3.4 Client is not entitled to a partial or full refund or transfer of Credit if the full attributable time value of a Credit is not used in one session.

    4. FAIR USE

    4.1 Credits expire after 60 days. Credits are non-refundable and non-transferable.

    4.2 Subject to clause 4.1 Client may use up to a maximum of double the allocated Credits in any given Credit Period for a maximum total of two Credit Periods.

    4.3 Credit use is monitored and tracked by Eficode UK.

    5. CONTRACT OWNER

    5.1 Client must identify up to two (2) contract owners to Eficode UK who are authorised to approve a Credit spend. It is the Client’s sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6. CREDIT SPEND

    6.1 Contract owners can spend Credits by submitting a written request to the designated Eficode UK Project Manager or by submitting a request via the Experts on Demand service desk.

    6.2 The Credit spend required to fulfil a request is at the sole judgement and discretion of Eficode UK.

    6.3 Requests will not be processed by Eficode UK if all purchased Credits have already been used by the Client.

    7. SERVICE HOURS

    7.1 Experts on Demand requests will be processed within Eficode UK's normal working hours as may change from time to time.

    8. CHARGES

    8.1 Eficode UK shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Credits shall be made available for the Client by Eficode UK unless and until payment for the relevant invoice has been received in full.

    8.2 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.

     

    GitLab Managed Services Terms

    Effective From 1st December 2021 to 30th June 2023
     

    These GitLab Managed Services Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

    “Eficode UK” 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. 

    “You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are 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 
    3. You agree to these Terms on behalf of the party that you represent. 

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

    These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the GitLab Managed Services, a signed Statement of Work for provision of GitLab Managed Services, payment of an invoice presented to You by Eficode UK for the provision of GitLab Managed Services, or the use by You of GitLab Managed Services, whichever is earlier.

    Your use of GitLab Managed Services is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    “GitLab Software” means software branded as GitLab.

    “GitLab Software Subscription” means the period of time the GitLab Software is made available to You by Eficode UK as specified in the Contractual Documents.

    “Eficode UK Product” means Eficode UK software, products, and/or Services that are combined with or bundled with GitLab Software. The Product Specific Terms (as defined below) relevant to any such software, products, and/or Services shall apply to Your use of such software, products, and/or Services, in addition to these Terms.

    “Content” means all software, information, content and data provided by or on behalf of You or made available or otherwise distributed through the use of the GitLab Software. 

    “Managed Service” means Eficode UK's licencing of GitLab Software for Your use, which may include GitLab Software bundled as part of the Eficode UK Product. The GitLab Software offered by Eficode UK as part of a Managed Service cannot be transferred, resold, distributed, assigned or otherwise passed to You, unless as part of a Transfer (as defined below).

    “Product Specific Terms” means the terms published on the Eficode UK website found here, or as otherwise located: http://www.eficode.com/trust-centre-uk/legal/product-specific-terms.

    “Transfer” means Eficode UKs assignment of right, title and interest to the GitLab Software to You. A Transfer may only take place after a Transfer Amendment has been executed (as defined below).

    “User” is defined as the unique and single individual, or employee, contractor, or other third-party individual authorized by Eficode UK on behalf of You (in accordance with these Terms) who is able to access the GitLab Software Subscription, regardless of whether the User actually accesses or the frequency with which they access the GitLab Software. A User must be over the age of thirteen (13) years old.

    2.CHANGES

    2.1 Eficode UK may modify these Terms 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 Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use GitLab Managed Services after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

    3.INDEMNITY

    3.1 In addition to the indemnification obligations set forth within these Terms, You will indemnify, hold harmless and (at  Eficode UK's option) defend Eficode UK and its Affiliates from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which Eficode UK becomes liable arising from or relating to Your or Users use of the GitLab Software as part of the Managed Service.

    4.TRANSFER

    4.1 Upon written notice, and a transaction document executed between GitLab and Eficode UK (the “Transfer Amendment”), Eficode UK may Transfer the GitLab Software to You. Unless otherwise agreed to between GitLab and You, Your use of the GitLab Software shall be subject to the GitLab Terms and Conditions. Execution of a Transfer Amendment is at Eficode UK's sole discretion.

    5.TERMINATION & SUSPENSION  

    5.2 Eficode UK may (at its sole discretion) suspend delivering GitLab Managed Services or any component of the GitLab Managed Services including GitLab Software if You breach these Terms,  until the breach is remedied. For the avoidance of doubt, You remain responsible for paying any and all undisputed Charges during any suspension period.

    5.3 If You terminate any of the Contractual Documents for convenience pursuant to the terms of the Agreement, You shall remain liable for the Charges for any GitLab Software Subscriptions until the expiration of the then-current term and any such Charges shall become immediately due and payable.  

    5.4 If Eficode UK terminates any of the Contractual Documents  for cause, non-payment of Charges or change of Control, pursuant to the Agreement, You shall remain liable for the Charges for any GitLab Software Subscriptions until the expiration of the then-current term and any such Charges shall become immediately due and payable.  

    6.RESTRICTIONS AND RESPONSIBILITIES 

    6.1 You will not, and will not permit any User to: 

    a) use the GitLab Software for any purpose other than as specifically authorized in these Terms;

    b) use the GitLab Software in such a manner that would enable any third party to access the Software;

    c) use the GitLab Software for time sharing or service bureau purposes (including without limitation, sublicensing, distributing, selling, reselling any GitLab Software);

    d) for any purpose other than its and its Affiliates’ own internal use;

    e) use the GitLab Software other than in compliance with all Applicable Laws;

    f) use the GitLab Software in any manner that: (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process); (ii) impersonates any person or entity, including without limitation any employee or representative of Eficode UK or GitLab; (iii) includes Content, with respect to the use of SaaS Software, which is illegal or violates the GitLab Community Code of Conduct found here – community code or elsewhere published, or (iiii) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and

    g)  except to the extent permitted by Applicable Law, disassemble, reverse engineer, or decompile the GitLab Software or access it to: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the GitLab Software, (3) copy any ideas, features, functions or graphics of the GitLab Software, or (4) determine whether the GitLab Software are within the scope of any patent.

    6.2 In accordance with these Terms, Eficode UK has the right to verify electronically (or otherwise), and generate reports related to Your access to, and use of the GitLab Software to ensure compliance with these Terms. 

    6.3 You are responsible for the following: 

    a) maintaining the security of Your account, passwords (including, but not limited to, User passwords) and files, and for all uses of Your account with or without Your knowledge or consent; and

    b) any acts or omissions of Users in relation to the GitLab Software;

    6.4. You represent and warrant that You have, and shall retain, all right, title and interest (including, without limitation, sole ownership of) relating to Your Content, and the intellectual property rights related thereto.

    7.ADDITIONAL USERS 

    7.1 During the GitLab Software Subscription, You may, subject to these Terms, request additional Users. For the avoidance of doubt, all additional Users shall be subject to an additional charge and shall be co-termed to the underlying term.

    8.INTELLECTUAL PROPERTY

    8.1 Except as expressly set forth herein, GitLab (and its licensors, where applicable) will retain all intellectual property rights relating to the GitLab Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by You, Your Affiliates, Users or any third party relating to the GitLab Software (herein referred to as “Feedback Materials”), which are hereby assigned to GitLab. For the avoidance of doubt, Feedback Materials shall not include Confidential Information or intellectual property owned by You. These Terms do not constitute a sale of the GitLab Software and do not convey to You any rights of ownership in or related to the GitLab Software or any other intellectual property rights.

    9.WARRANTY

    9.1 During the GitLab Software Subscription, Eficode UK shall pass through to You the full benefit of the following warranties which it has received from or has against GitLab in respect of the GitLab Software: 

    a) the GitLab Software shall be provided in a professional and workmanlike manner by qualified personnel; and 

    b) commercial industry standard methods will be used, designed to ensure the GitLab Software used by You does not include any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or User data

    9.2 If at any time Eficode UK fails to comply with the warranties in this Section 9, You may promptly notify Eficode UK in writing of any such noncompliance. Eficode UK will, within sixty (60) days of receipt of such written notification, either correct the noncompliance or provide You with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the non-compliance is not established during such period, You may terminate the GitLab Software component of the Managed Services and receive a prorated refund for the unused portion of the GitLab Software Subscription as Your sole and exclusive remedy for such noncompliance.

    9.3 EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE GITLAB SOFTWARE IS PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. EFICODE UK HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

    10.INDEMNIFICATION 

    10.1 You will defend Eficode UK and its Affiliates against any claim, demand, suit or proceeding made or brought against Eficode UK by a third party alleging: (a) that any of Your Content or Your use of Your Content with the GitLab Software or any software (or combination of software) provided by You and used with the GitLab Software, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Your use of the GitLab Software in an unlawful manner or in violation of these Terms or any of the Contractual Documents (each a “Eficode UK Claim”). You will indemnify Eficode UK from any damages, reasonable attorneys’ fees and costs finally awarded against Eficode UK as a result of, or for any amounts paid by Eficode UK under a settlement approved (in writing) by You of a Eficode UK Claim, provided Eficode UK: (i) promptly gives You written notice of the Eficode UK Claim, (ii) gives You sole control of the defence and settlement of the Eficode UK Claim (except that You may not settle any Eficode UK Claim unless it unconditionally releases Eficode UK of all liability), and (iii) gives You all reasonable assistance, at Your expense. The above defence and indemnification obligations do not apply if a Eficode UK Claim arises from Eficode UK's breach of these Terms or any of the Contractual Documents.

    11.LIMITATION OF LIABILITY 

    11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

    11.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE UK'S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS, GITLAB SOFTWARE OR MANAGED SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED THOUSAND GREAT BRITISH POUNDS (£100,000).

    12.DATA

    12.1 The Parties acknowledge and agree that, (i) the GitLab Software is not designed for the purpose of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) You shall not use the GitLab Software, or otherwise provide to Eficode UK without prior written consent, Sensitive Data under these Terms. “Sensitive Data” means: (i) special categories of data as defined in Article 9 of the UK GDPR, or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (iii) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (“GLBA”) (or related rules or regulations); or (vi) any data similar to the above protected under foreign or domestic laws. You further acknowledge that the GitLab Software and related features are not intended to meet any legal obligations for these uses. Therefore, notwithstanding anything else in these Terms, Eficode UK has no liability for Sensitive Data processed in connection with Your use of the Software.

     

    Effective From 13th September 2021 To 1st December 2021


    Client use of GitLab Managed Services is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1.DEFINITIONS

    1.1 “GitLab Software” means software branded as GitLab.

    1.2 “GitLab Software Subscription” means the period of time the GitLab Software is made available to the Client by Eficode UK as specified in an Order.

    1.3 “Eficode UK Product(s)” means Eficode UK software, products, and/or service offering(s) that are combined with or bundled with GitLab Software. The Product Specific Terms (as defined below) relevant to any such software, products, and/or service officering(s) shall apply to Clients use of such software, products, and/or service offering(s), in addition to these terms.

    1.4 “Client Content” means all software, information, content and data provided by or on behalf of Client or made available or otherwise distributed through the use of the GitLab Software. 

    1.5 “Fees” means those fees set forth within the Order.

    1.6 “Managed Service(s)” means Eficode UK's licencing of GitLab Software for the use of the Client, which may include GitLab Software bundled as part of the Eficode UK Product. The GitLab Software offered by Eficode UK as part of a Managed Service cannot be transferred, resold, distributed, assigned or otherwise passed to the Client, unless as part of a Transfer (as defined below).

    1.7 “Order” is the transactional document agreed to between the parties which states the Managed Services being purchased, term of use, price, and other applicable transaction details. 

    1.8 “Product Specific Terms” means the terms published on the Eficode UK website found here: Click here to find out more.

    1.9 “Transfer” means Eficode UK's assignment of right, title and interest to the GitLab Software to the Client. A Transfer may only take place after a Transfer Amendment (as defined below).

    1.10 “User(s)” is defined as the unique and single Individual, or employee, Contractor, or other third-party individual authorized by Eficode UK on behalf of the Client (in accordance with these terms) who are able to access the GitLab Software Subscription, regardless of whether the User actually accesses or the frequency with which they access the GitLab Software. A User must be over the age of thirteen (13) years old.

    2.CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Professional Services after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3.INDEMNITY

    3.1 In addition to the indemnification obligations set forth within these terms, Client will indemnify, hold harmless and (at Eficode UK option) defend Eficode UK and its Affiliates from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which Eficode UK becomes liable arising from or relating to Clients or Users use of the GitLab Software as part of the Managed Service(s).

    4.TRANSFER

    4.1 Upon written notice, and a transaction document executed between GitLab and Eficode UK (“Transfer Amendment”), Eficode UK may Transfer the GitLab Software to the Client. Unless otherwise agreed to between GitLab and the Client, Clients use of the GitLab Software shall be subject to the GitLab Terms and Conditions.

    5.TERMINATION 

    5.1 Eficode UK may terminate any Order executed between the parties if the Client materially breaches these terms and does not cure the breach within thirty (30) days after written notice.

    5.2 Eficode UK may (at its sole discretion) suspend delivering Managed Services or any component of the Managed Services including GitLab Software if the Client breaches these terms until the breach is remedied. For the avoidance of doubt, the Client remains responsible for paying any and all undisputed Fees during any suspension period.

    5.3 Termination of the Agreement by either party shall not affect any GitLab Software Subscriptions currently being delivered and such GitLab Software Subscriptions shall remain in full force and effect until the expiration of the then-current term. 

    5.4 If any Order is terminated by Eficode UK in accordance with this Section 5, the Client will pay (if applicable) any unpaid Fees due under the Order, to the extent permitted by applicable law.

    6.RESTRICTIONS AND RESPONSIBILITIES 

    6.1 Client will not, and will not permit any User to: 

    a) use the GitLab Software for any purpose other than as specifically authorized in these terms;

    b) use the GitLab Software in such a manner that would enable any third party to access the Software;

    c) use the GitLab Software for time sharing or service bureau purposes (including without limitation, sublicensing, distributing, selling, reselling any GitLab Software);

    d) for any purpose other than its and its Affiliates’ own internal use;

    e) use the GitLab Software other than in compliance with all applicable laws and regulations;

    f) use the GitLab Software in any manner that: (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process); (ii) impersonates any person or entity, including without limitation any employee or representative of Eficode UK or GitLab; (iii) includes content, with respect to the use of SaaS Software, which is illegal or violates the GitLab Community Code of Conduct found here https://about.gitlab.com/community/contribute/code-of-conduct/, or (iiii) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and

    g)  except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the GitLab Software or access it to: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the GitLab Software, (3) copy any ideas, features, functions or graphics of the GitLab Software, or (4) determine whether the GitLab Software are within the scope of any patent.

    6.2 In accordance with these terms, Eficode UK has the right to verify electronically (or otherwise), and generate reports related to the Clients access to, and use of the GitLab Software to ensure compliance with these terms. 

    6.3 Client is responsible for the following: 

    a) maintaining the security of Clients account, passwords (including, but not limited to, User passwords) and files, and for all uses of Client account with or without Clients’ knowledge or consent; and

    b) any acts or omissions of Users in relation to the GitLab Software;

    c) Client represents and warrants that it has, and shall retain, all right, title and interest (including, without limitation, sole ownership of) relating to Client Content, and the intellectual property rights related thereto.

    7.ADDITONAL USERS 

    7.1 During the GitLab Software Subscription, Client may, subject to these terms, request additonal Users. For the avoidance of doubt, all additional Users shall be subject to an additonal charge and shall be co-termed to the underlying term.

    8.INTELLECTUAL PROPERTY

    8.1 Except as expressly set forth herein, GitLab (and its licensors, where applicable) will retain all intellectual property rights relating to the GitLab Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Client, its Affiliates, Users or any third party relating to the GitLab Software (herein referred to as “Feedback Materials”), which are hereby assigned to GitLab. For the avoidance of doubt, Feedback Materials shall not include Confidential Information or intellectual property owned by Client. These terms do not constitute a sale of the GitLab Software and do not convey to Client any rights of ownership in or related to the GitLab Software or any other intellectual property rights.

    9.WARRANTY

    9.1 During the GitLab Software Subscription, Eficode UK shall pass through to the Client the full benefit of the following warranties which it has received from or has against GitLab in respect of the GitLab Software: 

    a) the GitLab Software shall be provided in a professional and workmanlike manner by qualified personnel; and 

    b) commercial industry standard methods will be used, designed to ensure the GitLab Software used by the Client does not include any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or User data.

    9.2 If at any time Eficode UK fails to comply with the warranties in this Section 9, Client may promptly notify Eficode UK in writing of any such noncompliance. Eficode UK will, within thirty (60) days of receipt of such written notification, either correct the noncompliance or provide Client with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the non-compliance is not established during such period, Client may terminate the GitLab Software component of the Managed Services and receive a prorated refund for the unused portion of the GitLab Software Subscription as its sole and exclusive remedy for such noncompliance.

    9.3 EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE GITLAB SOFTWARE IS PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. EFICODE UK HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

    10.INDEMNIFICATION 

    10.1 Client will defend Eficode UK and its Affiliates against any claim, demand, suit or proceeding made or brought against Eficode UK by a third party alleging: (a) that any Client Content or Clients use of Client Content with the GitLab Software or any software (or combination of software) provided by Client and used with the GitLab Software, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Clients use of the GitLab Software in an unlawful manner or in violation of these terms or Order (each a “Eficode UK Claim”). Client will indemnify Eficode UK from any damages, reasonable attorneys’ fees and costs finally awarded against Eficode UK as a result of, or for any amounts paid by Eficode UK under a settlement approved (in writing) by Client of a Eficode UK Claim, provided Eficode UK: (i) promptly gives Client written notice of the Eficode UK Claim, (ii) gives Client sole control of the defence and settlement of the Eficode UK Claim (except that Client may not settle any Eficode UK Claim unless it unconditionally releases Eficode UK of all liability), and (iii) gives Client all reasonable assistance, at Clients expense. The above defence and indemnification obligations do not apply if a Eficode UK Claim arises from Eficode UK's breach of this these terms or applicable Order.

    11.LIMITATION OF LIABILITY 

    11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

    11.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE'S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS, GITLAB SOFTWARE OR MANAGED SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF TWO HUNDRED AND FIFTY THOUSAND UNITED STATES DOLLARS (USD$250,000), OR , THE AMOUNTS PAID OR PAYABLE TO EFICODE UK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT CREATING LIABILITY.

    12.DATA

    12.1 The parties acknowledge and agree that, (i) the GitLab Software is not designed for the purpose(s) of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) Client shall not use the GitLab Software, or otherwise provide to Eficode UK without prior written consent, Sensitive Data under these terms. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (iii) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (“GLBA”) (or related rules or regulations); or (vi) any data similar to the above protected under foreign or domestic laws. Client further acknowledges that the GitLab Software and related features are not intended to meet any legal obligations for these uses. Therefore, notwithstanding anything else in these terms, Eficode UK has no liability for Sensitive Data processed in connection with Clients use of the Software.

     

    Support Terms

    Effective From 28.03.2021 – 25.06.2021

    Client use of Support is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    1.1 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

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

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

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

    1.4 “Support”means the support services currently branded as “Support” and made available by Eficode UK.

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. CHARGES

    3.1 Support is charged for each Charging Period.

    3.2 Eficode UK shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Support hours shall be made available for the Client by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by the Client at any time during the term of the relevant Statement of Work and will be invoiced on the basis set out in this clause 3.2.

    3.3 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.

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

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

    4. SUPPORT

    4.1 The Client will provide Eficode UK or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require to carry out the work. Eficode UK will not be liable for where its representative cannot provide support as a result of the Client failing to provide such facilities or assistance.

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

    4.3 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.

    4.4 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 the Client decides not to proceed with a permanent fix.

    5. SUPPORT HOURS

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

    5.2 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 the Client. Additional Support hours may be purchased by the Client at any time.

    5.3 Support hours are non-transferrable.

    5.4 If Support hours are not used within the term specified on the Statement of Works/Purchase Order they are non-refundable and non-transferrable.

    5.5 Support hours vary depending on the option purchased by the Client. The Statement of Work/Purchase Order will specify the applicable option. The hours of Support provided in each option is specified below:

    Support Hours

     

    6. DATA PROTECTION AND SECURITY

    6.1 The Client will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is the Client’s sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is the Client’s responsibility to cover the cost for this.

    7. INCIDENT MANAGEMENT

    7.1 Eficode UK will notify the Client of any incidents impacting the Client as soon as reasonably possible.

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

    7.3 The Client must notify Eficode UK of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar.

    7.4 The Client is responsible for communicating any incident updates to other Users as required. 

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at: Click here to find out more.

    8.3 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.

    8.4 All Requests must include the following information: 

    a. business impact including how many users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in section 9.

    8.5 Eficode UK may request, and the Client shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

    9. SEVERITY LEVELS

    9.1 Eficode UK shall validate the Clients determined Severity Level or notify the Client of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the re-classification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in clause 10 shall be instigated by either party.

    Support Product Terms

    10. ESCALATION PROCEDURE

    10.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

    10.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    10.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Eficode UK contact:

     
    Support Terms Table

    Support Terms

    Effective From 25.06.2021 – 4.08.2021
     
    Client use of Support is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

    1.1 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

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

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

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

    1.4 “Support”means the support services currently branded as “Support” and made available by Eficode UK.

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. CHARGES

    3.1 Support is charged for each Charging Period.

    3.2 Eficode UK shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Support hours shall be made available for the Client by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by the Client at any time during the term of the relevant Statement of Work and will be invoiced on the basis set out in this clause 3.2.

    3.3 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.

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

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

    4. SUPPORT

    4.1 The Client will provide Eficode UK or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require to carry out the work. Eficode UK will not be liable for where its representative cannot provide support as a result of the Client failing to provide such facilities or assistance.

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

    4.3 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.

    4.4 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 the Client decides not to proceed with a permanent fix.

    5. SUPPORT HOURS

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

    5.2 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 the Client. Additional Support hours may be purchased by the Client at any time.

    5.3 Support hours are non-transferrable.

    5.4 If Support hours are not used within the term specified on the Statement of Works/Purchase Order they are non-refundable and non-transferrable. If You have purchased an Add on Upgrade this must be used within 12 months of purchase. Add on Upgrades not used within this timeframe will be forfeited, non-refundable and non-transferable.

    5.5 Support hours vary depending on the option purchased by the Client. The Statement of Work/Purchase Order will specify the applicable option. The hours of Support provided in each option is specified below:

    Support Hours

     

    6. DATA PROTECTION AND SECURITY

    6.1 The Client will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is the Client’s sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

    6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is the Client’s responsibility to cover the cost for this.

    7. INCIDENT MANAGEMENT

    7.1 Eficode UK will notify the Client of any incidents impacting the Client as soon as reasonably possible.

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

    7.3 The Client must notify Eficode UK of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar.

    7.4 The Client is responsible for communicating any incident updates to other Users as required. 

    8. SERVICE DESK

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

    8.2 The Service Desk can be found at:  Click here to find out more.

    8.3 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.

    8.4 All Requests must include the following information: 

    a. business impact including how many users are affected and how much of the Application is affected; and

    b. which Applications are affected; and

    c. a description of the issue; and

    d. steps to replicate the issue if appropriate; or

    e. screenshots of the issue where applicable; and

    f. the Severity Level as defined in section 9.

    8.5 Eficode UK may request, and the Client shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

    9. SEVERITY LEVELS

    9.1 Eficode UK shall validate the Clients determined Severity Level or notify the Client of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the re-classification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in clause 10 shall be instigated by either party.

    Support Product Terms

     

    10. ESCALATION PROCEDURE

    10.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

    10.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    10.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Eficode UK contact:

    Support Terms Table

     
     

    ClearHost Terms

    Effective From 28th March 2021 – 4th August 2021

    Client use of ClearHost is subject to the Eficode UK Master Services Agreement the (“Agreement”) as executed by Client and Eficode UK which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

    1. DEFINITIONS

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

    1.2 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

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

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

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

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

    1.7 “Infrastructure” means the ancillary systems support the delivery of the Host systems to the Client.

    1.8 “Platform” means the Host/s and associated Infrastructure that provide the basis for the Service delivery.

    1.9 “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.

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

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

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

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

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

    2. CHANGES

    2.1 Eficode UK may modify these terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Eficode UK will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Eficode UK notify the Client by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Eficode UK website regularly for modifications to these terms.

    3. DATA PROTECTION AND SECURITY

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

    3.2 The Client may specify the Regions in which the Client’s Content will be stored. Eficode UK will not access or use the Client’s 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: 

    a. disclose the Clients Content to any third party; or

    b. move the Client’s Content from the Regions selected by the Client; 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 the Client notice of any legal requirement or order referred to in this section 3.2. Eficode UK will only use the Client’s Account Information in accordance with the Privacy Policy posted on the Eficode UK website, and the Client’s consent to such usage. The Privacy Policy does not apply to the Client’s Content.

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

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

    3.5 Eficode UK undertake to manage the patching of the various operating systems supporting the Service in accordance with a planned schedule.

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

    3.7 Delivery of patches to the system will be conducted under change management processes as per section 10 and will be applied within scheduled maintenance periods.

    3.8 Critical operating system and application patches will be applied within 7 working days of their 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.

    3.9 Eficode UK will provide back ups and monitoring of back up 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.

    3.10 The Client must notify Eficode UK as soon as reasonably possible of any data loss or corruption.

    4. CLIENT RESPONSIBILITIES

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

    4.2 The Client will ensure that the Content does not breach any applicable law, relevant policy or these terms. The Client is solely responsible for the Content.

    4.3 The Client warrants that the Client’s Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the Application terms. Notwithstanding any other provision to the contrary, Eficode UK has no liability under these terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

    4.4 Except where explicitly expressed in these terms the Client is responsible for taking appropriate action to secure, protect and back up the Client’s account and Content.

    4.5 The Client 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 the Clients identity provider. 

    4.6 The Client will be deemed to have taken any action that the Client permits, assists or facilitates any person or entity to take related to these terms, the Client’s Content or use of the Service. The Client is responsible for Users’ use of the Content and the Service. The Client will ensure that all Users comply with the Client’s obligations under these terms and that the terms of any agreement between the Client and a User are consistent with these terms. If the Client becomes aware of any violation of the Client’s obligations under these terms caused by a User, the Client will immediately suspend access to the Content and the Service by such User. 

    4.7 The Client is responsible for the management of any Client contracted third party involved in system implementation and ongoing service including infrastructure and networking providers where applicable.

    5. LIMITATION OF LIABILITY

    5.1 Subject to clauses 24 and 25 of the Master Services Agreement, Eficode UK’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage, costs, claims, expenses arising or in connection with these ClearHost terms (excluding when arising under or in connection with any Statement of Work and/or purchase order), including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of three hundred thousand pounds (£300,000).

    6. HOSTING SUPPORT

    6.1 Eficode UK will implement, manage and monitor the Services in accordance with these terms, the Agreement and any applicable Statement of Work/Purchase Order.

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

    6.3 To raise a Request via the Service Desk the Client must follow the process as defined in the Support Terms posted on the Eficode UK website.

    7. INCIDENT MANAGEMENT

    7.1 Eficode UK will notify the Client of any incidents impacting the Client as soon as reasonably possible.

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

    7.3 The Client must notify Eficode UK of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar. 

    7.4 The Client is responsible for communicating any incident updates to other Users as required.  

    8. ESCALATION PROCEDURE

    8.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

    8.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

    8.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the below Eficode UK contact:

    Eficode UK Contact: Matt Muschol (Technical Director)

    Contact Email: matt.muschol@eficode.com

    Contact Phone: +44 (0) 2381 157798

    9. UPDATE MANAGEMENT

    9.1 Platform release and feature release upgrades are not included in the Service.

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

    9.3 Any agreed updates will be performed under the change management process in section 10 and within scheduled maintenance.

    10. CHANGE MANAGEMENT

    10.1 A formal change management process will be used for any significant change to the Service provision undertaken by either the Client or Eficode UK.

    10.2

    1. The change management process will include but not be limited to the following steps:
    2. Statement of Change
    3. Requirements Gathering
    4. Requirements Sign-off
    5. Project Specification
    6. Specification Review
    7. User Acceptance Testing (may be waived depending on change)
    8. Project Scheduling
    9. Changes Affected
    10. Project Review
    11. Project Sign-off

    10.3 Both Eficode UK and the Client may identify and notify the other Party of any required changes. 

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

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

    10.6 Changes under this section 10 may be subject to additional charges. Where subject to an additional charge this will be specified in the change plans submitted to the Client for approval and sign off.

    11. DISASTER RECOVERY AND BUSINESS CONTINUITY

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

    11.2 The systems forming the Service are monitored at all times and Eficode UK is alerted to any abnormalities.

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

    11.4 The Client shall, as soon as reasonably practicable notify Eficode UK of any system failure or performance issue the Client identifies.

    11.5 Eficode UK will use all reasonable endeavours to restore the Services within the following objectives: 

    a. Recovery Time Objective of 4 hours

    b. Recovery Point Objective of 24 hours

    12. TERMINATION

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

    12.2 In the event of a termination under this section 14, the Client shall be liable for all fees and charges accrued prior to the effective date of termination, payable in accordance with the payment terms in the Agreement.

    12.3 Upon the effective date of termination access to the hosted service will be disabled.

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

     

    Data Processing Terms

    Effective From 28th March 2021 to 1st November 2021

    These Data Processing Terms (“DP Terms”) govern data Processing by Eficode UK for and on behalf of Client in relation to the goods and/or Services received by Client from Eficode UK. 

    Any capitalized terms used but not defined have the meanings in the Master Services Agreement as executed between Eficode UK and Client.

    1. Definitions

    1.1 “Controller” has the meaning defined in Article 4 of the General Data Protection Regulation

    1.2 “Personal Data” has the meaning defined in Article 4 of the General Data Protection Regulation

    1.3 “Processor”has the meaning defined in Article 4 of the General Data Protection Regulation

    1.4 “Processing” has the meaning defined in Article 4 of the General Data Protection Regulation

    2. Background

    2.1 Eficode UK provides Services to the Client which may involve the Processing of Personal Data by Eficode UK on behalf of the Client. This may include Personal Data relating to the Client, its personnel and where applicable, its clients or other individuals with whom the Client deals in the course of its business as relevant to the Services (“Relevant Data Subjects”). Further information on the subject matter, nature, purpose and duration of Processing in relation to the provision of Services is set out in our Privacy Policy.

    3. Description of processing

    3.1 The Processing to be carried out by Eficode UK is as follows:

    a. the subject matter of the Processing is as described in clause 2.1;

    b. the duration of the Processing will be throughout the period within which Eficode UK performs the Services;

    c. the nature of the Processing is described in clause 2.1; 

    d. the purpose of the Processing is to enable Eficode UK to perform the Services to the Client;

    e. the Personal Data Processed will be any Personal Data of the Relevant Data Subjects provided in order to enable or facilitate the provision of the Services by Eficode UK as described in clause 2.1. and the categories of data subjects are the Relevant Data Subjects; and

    f. the obligations and rights of the data Controller are set out below.

    4. Compliance with Data Protection Legislation

    4.1 Each Client and Eficode UK represent and warrant that it will comply with and ensure that its employees and/or subcontractors comply with the Data Protection Legislation in Processing Personal Data in connection with the Services.

    5. Relationship of the Parties

    5.1 In relation to the Processing of Personal Data in connection with the Services, the Parties acknowledge and agree that:

    a. Client is the data Controller; and

    b. Eficode UK is the data Processor.

    5.2 The Client instructs Eficode UK to Process Personal Data where this is necessary to deliver the Services provided by Eficode UK.

    5.3 Eficode UK agrees that it will Process the Personal Data in accordance with these DP Terms.

    6. Processing of Personal Data by Eficode UK

    6.1 In relation to the Processing of Personal Data in connection with the Services Eficode UK shall:

    a. Process the Personal Data (including when making an international transfer of the Personal Data) only for the purpose of and to the extent necessary for provision of the Services and then only in accordance with:

    i. these DP Terms; and

    ii. Clients written instructions from time to time, unless otherwise required by law. Where Eficode UK is required by law to Process the Personal Data otherwise than as provided by these DP Terms, it will notify the Client before carrying out the Processing concerned (unless the law also prevents Eficode UK from doing so for reasons of important public interest);

    b. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the Processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed under these DP Terms, as set forth in Annex 1.

    c. take all reasonable steps to ensure that only authorised personnel have access to the Personal Data and that any persons whom it authorises to have access to the Personal Data will respect and maintain all due confidentiality in relation to the Personal Data (including by means of an appropriate contractual duty of confidentiality where the persons concerned are not already under such a duty under the law);

    d. not engage any sub-processors in the performance of the Services without the prior written consent of the Client and otherwise in accordance with clause 7 at all times;

    e. not do, or omit to do, anything, which would cause the Client to be in breach of its obligations under the Data Protection Legislation;

    f. immediately notify the Client if, in Eficode UK's opinion, any instruction given to Eficode UK infringes the Data Protection Legislation;

    g. where applicable in respect of any Personal Data Processed in relation to the Services, co-operate with and assist the Client in ensuring compliance with:

    i. the Clients obligations to respond to requests from data subject(s) seeking to exercise their rights under Chapter 3 of The General Data Protection Regulation, including by notifying the Client of any written subject access requests Eficode UK receives relating to the Clients obligations under the Data Protection Legislation; and

    ii. Clients obligations under Articles 32 – 36 of The General Data Protection Regulation to: 

    • ensure the security of the Processing; 
    • notify the relevant supervisory authority, and any data subjects(s), where relevant, of any breaches relating to Personal Data;
    • carry out any data protection impact assessments (each a “DPIA”) of the impact of the Processing on the protection of Personal Data; and
    • consult the relevant supervisory authority prior to any Processing where a DPIA indicates that the Processing would result in a high risk in the absence of measures taken by the Client to mitigate the risk.

    h. provide assistance where reasonably required by the Client in relation to the fulfilment of the Client’s obligations to co-operate with the relevant supervisory authority under Article 31 of The General Data Protection Regulation.

    7. Sub-processors

    7.1 Eficode UK will ensure that any sub-processor it engages to provide any services on its behalf in connection with the Services does so only on the basis of a written contract which imposes on such sub-processor terms equivalent to those imposed on Eficode UK under these DP Terms or such other alternative terms as may be agreed with the Client (the “Relevant Terms”). Eficode UK shall procure the performance by the sub-processor of the Relevant Terms and shall be directly liable to the Client for:

    a. any breach by the sub-processor of any of the Relevant Terms;

    b. any act or omission of the sub-processor which causes:

    i. Eficode UK to be in breach of these DP Terms; or

    ii. Client or Eficode UK to be in breach of the Data Protection Legislation.

    7.2 Where the Client has given a general authorisation to Eficode UK to engage sub-processors, then prior to engaging a new sub-processor under the general authorisation Eficode UK will notify the Client of any changes that are made that would affect that general authorisation and give the Client an opportunity to object to them.

    7.3 Notwithstanding clauses 7.1 and 7.2, it is agreed Eficode UK shall be permitted to transfer Personal Data to such sub-processors as are set forth in the Privacy Policy.

    8. Monitoring and audit

    8.1 The Client is entitled to monitor and audit Eficode UK's compliance with the Data Protection Legislation and its obligations in relation to data Processing in connection with the Services at any time during normal business hours. Eficode UK agrees to provide the Client promptly with all access, assistance and information that is reasonably necessary to enable the monitoring and audits concerned. If the Client believes that an on-site audit is necessary, Eficode UK agrees to give the Client reasonable access to its premises (subject to any reasonable confidentiality and security measures), and to any stored Personal Data and data Processing programs it has on-site. The Client is entitled to have the audit carried out by a third party.

    9. International transfers

    9.1 We may transfer Personal Data internationally, including outside the EEA, and to any third party located internationally (including to Eficode UK Inc, in the US) where we are permitted to do so for that transfer under Articles 44 to 49 of The General Data Protection Regulation.

    9.2 For the purposes hereof, it is agreed that Eficode UK shall be permitted to transfer Personal Data internationally, including outside the EEA, and to such third parties located outside the EEA as set forth in the Privacy Policy provided the appropriate safeguard mechanisms remain in place.

    10. Completion of services

    10.1 Upon completion of the Services, Eficode UK will at the Client’s discretion, on receipt of the Client’s written instruction, delete or return to the Client, all Personal Data (including copies) Processed in connection with the Services, except to the extent that Eficode UK is required by law to retain any copies of the Personal Data and save to the extent that Eficode UK receives instructions to the contrary from any applicable data subject(s). 

    Annex 1 – Technical and Organisational Measures, Key Controls

    1 Certifications

    1.1 Eficode UK has achieved and maintains the following certifications:

    a. ISO 27001 Information Security Standard; and

    b. Cyber Essentials

    2 Information Security Management System

    2.1 Eficode UK's Information Security Management System details:

    a. Policy;

    b. Governance;

    c. Process and procedure;

    d. Roles and responsibilities;

    e. Assurance and audit process;

    f. Risk assessment and management; and

    g. Improvement plans.

    3 Physical security

    3.1 Eficode UK’s key measures to prevent physical unauthorised access to Eficode UK premises and with regard to the data centres utilised by Eficode UK include:

    a. ISO 27001 certified data centres; 

    b. the fitting of appropriate locks and other physical entry controls on doors and windows;

    c. surveillance facilities; 

    d. CCTV;

    e. physically securing devices containing Personal Data e.g. locked cupboard/draw;

    f. ensuring control of removable media;

    g. secure disposal of physical assets; and

    h. access control system including logging of visitors.

    4 System access security

    4.1 Eficode UK’s key measures to prevent unauthorised system access to Eficode UK’s IT systems include:

    a.password procedures;

    b. central management of access;

    c. auditing of user access;

    d. monitoring of suspicious activity; and

    e. joiner/leaver processes managed by IT admins and HR.

    5 Data access security

    5.1 Eficode UK’s key measures to prevent unauthorised data access include:

    a. principle of least privilege applied; 

    b. role based access; and

    c. management of logged access requests.

    6 Vulnerability management

    6.1 Eficode UK’s key measures to prevent exploitation of technological vulnerabilities include:

    a. software installation restricted to approved software only;

    b. application of patching policy; 

    c. email threat management;

    d. internet browser threat management;

    e. awareness training;

    f. virus scanning; and

    g. utilisation of Amazon GuardDuty on AWS estate.

    Awareness, training, and personnel

    7.1 Eficode UK’s key measures to prevent personnel vulnerabilities include:

    a. performing reference checks on all new personnel; 

    b. induction training to include information security/data protection; 

    c. signed acceptance of compliance to information security policies;

    d. refresher training conducted at least annually; and

    e. clear job description including information security responsibilities. 

    8 Incident management and business continuity

    8.1 Eficode UK’s key measures to prevent and manage incidents and business continuity events include:

    a. incident management policies and procedures; 

    b. incident management training; 

    c. incident management key personnel;

    d. business continuity plan including key personnel, external contacts and contingency plans;

    e. incident and business continuity testing; and

    f. continued improvement.

    9 Audit

    9.1 Eficode UK applies a program of regular external and internal audits to monitor and enforce compliance with its security and data protection policies and procedures.