PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY SET OUT OUR AND YOUR LEGAL RIGHTS AND OBLIGATIONS IN RELATION TO US AND THE SERVICES (AS DEFINED BELOW). IF YOU DO NOT UNDERSTAND ANY PART PLEASE LET US KNOW AT SUPPORT@IRISINSIGHT.CO.UK. YOU WILL BE ASKED TO AGREE TO THESE TERMS AND CONDITIONS BY TICKING THE BOX INDICATING ACCEPTANCE AND BY DOING SO YOU WILL BE BOUND BY THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A Y OR OTHER LEGAL ENTITY YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, YOU SHOULD NOT TICK THE BOX INDICATING ACCEPTANCE.
You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.
These terms and conditions are available in the English language only.
1 IRIS Software Group Limited, a company incorporated in England and Wales with registration number 06266887, registered address Riding Court House, Datchet, Berkshire, SL3 9JT (the “Supplier”, “our”, “us”, “we”); and
2 The entity that places an order for the Services (as defined below) and accepts these terms and conditions (the “Customer”, “you”, “yours”).
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
“Authorised Users” means those employees, agents and contractors of the Customer who are authorised by the Customer to use the Services and the Documentation;
“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK;
“Confidential Information” means information that is proprietary or confidential in nature and/or is either clearly labelled as such or identified as Confidential Information in clause 10;
“Customer Data” means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf during use of the Services or to facilitate the Customer’s use of the Services, which is held by or on behalf of the Customer;
“Documentation” means the document made available to the Customer by the Supplier on the Website or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for use of the Services;
“Effective Date” means the date that this agreement comes into force on the Customer ticking the box on the Website indicating its acceptance of the terms of this agreement;
“Initial Period” means (following the Trial Period, if any) the initial term of this agreement being either: (a) one (1) month if the Customer selects a monthly subscription; or (b) one (1) year if the Customer selects an annual subscription; running from the either the Effective Date or, if applicable, the completion of the Trial Period;
“Intellectual Property” means patents, copyright, designs, utility models, trade marks, trade names, domain names, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar rights or property, whether registered or unregistered or analogous rights or property under the laws of any country;
“Normal Business Hours” means 9.00 am to 5.00 pm local UK time, each Business Day;
“Renewal Period” means successive periods of either: (a) one (1) month if the Customer selects a monthly subscription; or (b) one (1) year if the Customer selects an annual subscription;
“Schedule” means a schedule to this agreement;
“Services” means the services provided by the Supplier to the Customer under this agreement and/or via the Website as more particularly described in the Documentation including the Support Services;
“Software” means the online software applications access to which is provided by the Supplier as part of the Services;
“Subscription Fees” means the subscription fees payable by the Customer for access to the Services as updated by the Supplier from time to time on giving the Customer reasonable notice;
“Support Services” means the support services provided by the Supplier as set out in Schedule 1;
“Term” means the term of this agreement as set out in clause 13;
“Trial Period” means a trial period offered by the Supplier to the Customer during which the provisions of this agreement shall apply, save for the obligation to pay Subscription Fees;
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms and including trojan horses, viruses and other similar things or devices; and
“Website” means the website located at app.irisinsight.co.uk, or such other website as may be notified to the Customer by the Supplier from time to time.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes email but not fax.
1.9 References to clauses and schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule to this agreement. The Schedules shall have effect as if set out in the body of this agreement.
2 Access to the Services
2.1 In order to access the Services the Customer must: (i) register an account with the Website and login; and (ii) consent to the terms of this agreement by ticking the box on the Website. Additionally, to access the Services after the Trial Period (if any) for the Initial Period and any subsequent Renewal Period, the Customer must submit its payment of the Subscription Fee by credit or debit card which may be used to take payment of the Subscription Fee on an ongoing basis (in accordance with this agreement and the Customer’s authorisation) for such periods.
2.2 After payment of the Subscription Fee has been received by the Supplier, it will send to the Customer an order confirmation email.
2.3 Subject to the Customer observing (on a continuing basis) the terms of this agreement, the Supplier hereby grants the Customer and its Authorised Users (subject to the other terms of this agreement) access to Services and Documentation on a non-exclusive, non-transferable basis during the Trial Period, Initial Period and any subsequent Renewal Period solely for the Customer’s internal business operations.
2.4 The Customer shall not during use of the Services access, store, distribute or transmit any Viruses, or any material that:
2.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.4.2 facilitates illegal activity;
2.4.3 depicts sexually explicit images;
2.4.4 promotes unlawful violence;
2.4.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.4.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to and/or delete any material that breaches the provisions of this clause.
2.5 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and/or except to the extent expressly permitted under this agreement:
2.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
2.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
2.5.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
2.5.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding entity of the Customer (or any subsidiaries or holding entities of such entities).
2.8 In exceptional circumstances or where the Supplier has reasonable grounds to suspect that the Customer may be in breach of this agreement, the Supplier may investigate and audit the Customer’s use of the Software and its compliance with the terms of this agreement and the Customer shall make access to its information and systems available to the Supplier for this purpose only. Such investigation or audit shall be at the Supplier’s expense and conducted no more than once every three (3) months on reasonable notice.
3.1 The Supplier shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
3.2 The Supplier shall use commercially reasonable endeavours to make the Services available for access 99% of the time during each calendar month, excluding:
3.2.1 time during which planned maintenance (as notified by the Supplier to the Customer) is being carried out;
3.2.2 times for unscheduled maintenance to be carried out outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer notice of such unscheduled maintenance; and
3.2.3 downtime attributable to failure of the Supplier’s suppliers or subcontractors.
3.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Support Services during Normal Business Hours. The Supplier may amend the Support Services in its sole and absolute discretion from time to time. The Supplier may notify the Customer of such amendment to the Support Services by publishing the changes in Documentation on the Website.
3.4 The Customer acknowledges that from time to time during the Term, the Supplier may apply upgrades to the Services, and that such upgrades may result in changes to the appearance and/or functionality of the Services. The Supplier shall use reasonable endeavours to ensure at least the same level of functionality of Services is provided to Customer.
4 Customer data
4.1 The Customer shall retain all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants to the Supplier for the Term a non-exclusive royalty free licence to store, copy and otherwise use the Customer Data for the purposes of providing the Services.
4.2 The Supplier shall have in place archiving and back-up procedures for Customer Data and back-up Customer Data on a regular basis. However the Supplier makes no guarantees to the Customer in this respect and the Customer should retain its own copy of the Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
4.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case and:
4.4.1 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
4.4.2 the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier and so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
4.4.3 the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
4.4.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.5 References to personal data, data controller and data processor in this Clause 4 shall be construed in accordance with the definitions provided in the Data Protection Act 1998.
5 Third party providers
6 Supplier’s obligations
6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accessing the required Services. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
Notwithstanding the foregoing, the Supplier:
6.2.1 does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.5 The Supplier will not and does not purport to provide any legal, taxation or accountancy advice under or pursuant to this agreement or in relation to or as part of the Services.
7 Customer’s obligations
The Customer shall:
7.1 provide the Supplier with:
7.1.1 all necessary co-operation in relation to this agreement; and
7.1.2 all necessary access to such information as may be required by the Supplier in order to provide the Services, including but not limited to Customer Data, security access information and configuration information.
7.2 comply with all applicable laws and regulations with respect to its activities under this agreement;
7.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s performance, the Supplier may adjust any agreed timetable or delivery schedule for the Services and/or the performance of its obligations as reasonably necessary;
7.4 draw the terms of this agreement to the attention of Authorised Users and ensure that they use the Services and the Documentation in accordance with this agreement;
7.5 be responsible for any Authorised User’s breach of this agreement and ensure that Authorised Users keep any login details and passwords confidential;
7.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation to provide the Services;
7.7 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
7.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to such connections or links or caused by the internet.
8 Payment and suspension of services
8.1 The Customer shall pay the Subscription Fees in advance to the Supplier for the Initial Period and any subsequent Renewal Periods.
8.2 If the Supplier does not receive payment prior to the commencement of any Initial Period or Renewal Period it may temporarily disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide access to the Software or any or all of the Services, or perform any back-ups of Customer Data, while the payments concerned remain unpaid. If such amounts remain unpaid for three (3) months or longer, the Supplier may delete the Customer’s account and upon deletion this agreement shall terminate.
8.3 The Supplier may from time to time increase the Subscription Fee by giving reasonable notice to the Customer, but such increase shall not apply to the current Initial Period or Renewal Period of the Customer’s subscription. The Customer shall be entitled to cancel its subscription prior to any subsequent Renewal Period in accordance with clause 13.1 if it does not agree to any increase in the Subscription Fee.
9 Intellectual property rights
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in the Intellectual Property rights or any other rights or licences in respect of the Services or the Documentation.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
10.1.2 was in the other party’s lawful possession before the disclosure;
10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of the terms of this agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information which the Supplier is permitted to disclose.
10.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
10.7 Either party may disclose Confidential Information if required to do so by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.8 This clause 10 shall survive termination of this agreement, however arising.
11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, and/or breach of agreement.
11.2 The Supplier warrants so far as it is aware that the provision of the Services do not infringe the Intellectual Property rights of any third party. If a claim is raised the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two (2) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
11.3.1 a modification of the Services or Documentation by anyone other than the Supplier; or
11.3.2 the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
11.3.3 the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
11.4 Clause 11.2 and clause 12.4.2 state the Customer’s sole and exclusive rights and remedies, and the Supplier’s entire obligations and liability, for causing infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12 Limitation of liability
12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
12.1.1 arising under or in connection with this agreement;
12.1.2 in respect of any use made by the Customer of the Services and Documentation or any part of them; and
12.1.3 in respect of any representation, statement or delictual act or omission (including negligence) arising under or in connection with this agreement.
12.2 Except as expressly and specifically provided in this agreement:
12.2.1 the Customer assumes sole responsibility and liability for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Any forecasts provided to the Customer are estimates only and not intended as an accurate assessment of taxes which may become payable.
12.2.2 The Supplier shall have no liability for any loss, cost expense or damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction; and
12.2.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, other than as expressly provided for hereunder, to the fullest extent permitted by applicable law, excluded from this agreement.
12.3 Nothing in this agreement excludes the liability of the Supplier:
12.3.1 for death or personal injury caused by the Supplier’s negligence; or
12.3.2 for fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.2 and clause 12.3:
12.4.1 the Supplier shall not be liable whether in delict (including breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
12.4.2 the Supplier’s total aggregate liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to one hundred and twenty-five percent (125%) of the Subscription Fees paid during the twelve (12) months immediately preceding the date on which the claim arose.
13 Term and termination
13.1 This agreement shall, unless otherwise terminated as provided for in this clause 13, commence on the Effective Date and following expiry of the Trial Period, if any, continue for the Initial Period and automatically renew thereafter for successive Renewal Periods (together the “Term”), unless:
13.1.1 the Customer cancels its subscription using the cancellation option in the Customer’s account on the Website following which its subscription shall end at the expiry of the current Trial Period, Initial Period or Renewal Period;
13.1.2 the Customer fails to make payment of the Subscription Fees and its account is suspended or terminated in accordance with clause 8.2;
13.1.3 the Supplier notifies the Customer in writing before the end of the Initial Period or any Renewal Period that it is terminating the Customer’s subscription at the end of such Initial Period or Renewal Period; or
13.1.4 the agreement is terminated in accordance with clause 13.2
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement immediately if the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing of the breach.
13.3 On termination of this agreement for any reason:
13.3.1 all rights and licences granted under this agreement shall immediately terminate;
13.3.2 each party shall return and make no further use of any equipment, property, software, documentation and other items (and all copies of them) belonging to the other party;
13.3.3 the Supplier may retain the Customer Data for a reasonable period of time (including without limitation for the purpose of reactivating the Customer’s account) or destroy or otherwise dispose of any of the Customer Data in its possession, unless the Supplier receives a written request (which may be by email to firstname.lastname@example.org) from the Customer to deliver up or destroy any back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer or destroy it within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
13.3.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14 Force majeure
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
16.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17 Entire agreement
17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
19 No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.1 Any notice required to be given under this agreement shall be in writing and delivered by hand, pre-paid first class post, recorded delivery or email to the other party’s postal or email address as set out in this agreement or as otherwise provided by the Customer to the Supplier in accordance with this agreement.
20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission unless a notification of delivery failure has been received by the sender.
21 Governing law and jurisdiction
21.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, Scots law.
21.2 The parties irrevocably agree that the courts of Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This is the Schedule referred to in the foregoing software as a service agreement between IRIS Software Ltd and the Customer.
1 Online Support
The Supplier will make materials such as support tutorials and frequently asked questions available on the Website to assist in resolving any issues which may arise from use of the Services. Only following exhaustion of these online support materials may the Customer use the helpdesk facilities listed below.
The Supplier will make available, during Normal Business Hours, an email helpdesk facility for the purpose of determining the causes of errors and fixing errors in the Services.
3 Response and Resolution Times
The Supplier will use reasonable endeavours to respond to requests for Support Services made through the helpdesk within one Business Day of receipt of the request; and use reasonable endeavours to resolve issues raised by the Customer.
4 Limits on Support Services
4.1 Where the total person-hours spent by the Supplier performing the Support Services in respect of an issue under Paragraphs 2 and 3 exceed eight (8) hours, then the Supplier will cease to have an obligation to provide further Support Services to the Customer in respect of the issue.
4.2 The Supplier shall have no obligation under the agreement to provide Support Services in respect of any fault or error caused by:
4.2.1 the improper use of the Services; or
4.2.2 the use of the Services otherwise than in accordance with the Documentation.