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Brandworkz Terms & Conditions

Brandworkz Service Agreement

 

  1. GENERAL TERMS APPLICABLE TO ALL SERVICES

1.1        Introduction and definitions

1.1.1      You should read this section of the terms and conditions (“T&Cs”), which applies to all Services, together with the section that relates to the particular services you are ordering. All clauses in both sections apply even if they have the same or similar headings or deal with similar subject matter.

1.1.2      Any renewal of our Services will be subject the version of our T&Cs which is in force at that time.

1.1.3      The following expressions have particular meanings in this agreement:

“Acceptable Use Policy” our acceptable use policy in Schedule 4
“Acceptance Date” the date User Acceptance Testing (UAT) is deemed accepted, once:

·       – ‘Urgent’ and ‘High’ Faults – none outstanding,

·       – ‘Normal’ and ‘Low’ Faults do not delay Acceptance Date
Refer to 3.3.1 for definitions of above.
“Agreed Purpose” The purpose of Shared Personal Data as entered above in the Order Form.
“Agreement” this agreement, being both the Order Form completed and signed by the you (the customer) and us (Brandworkz Ltd), and these Terms and Conditions
“Business Days” Mondays to Fridays excluding English public holidays
“Business Hours” 9am – 12 midnight UK time on Business Days
“Data” includes information, documents, text, software, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form, belonging to you (the customer) either uploaded by you to the system or sent to us by other means as part of project material.
“Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Process”, and “Processing”

 

 shall have the meaning prescribed under the General Data Protection Regulation 2016/679 (EU) (“the GDPR”) and Data Protection Act 2018 (“the DPA”).  References in this Agreement to the Data Protection Legislation shall be references to the DPA or GDPR as appropriate and to any associated guidelines and Codes of Practice as issued by the Information Commissioner’s Office from time to time
“Data Protection Legislation”

 

 the General Data Protection Regulation (EU Regulation 2016/679) (“GDPR”) and the Data Protection Act 2018;

 

the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with any legislation which replaces them; and

 

any other data protection laws and regulations applicable in the United Kingdom from time to time
“Exceptional Circumstances” where, acting reasonably, we consider that:

1.        our Acceptable Use Policy has been or may be breached; or

2.        it is necessary to protect us or our other customers or the public and/or to minimise our exposure to breach of the Data Protection Legislation, any other legislation, the risk of civil or criminal proceedings and/or to respond to claims relating to an alleged breach of third party rights
“Fault” a failure of the SaaS Services to substantially conform to the Specification;
“ICO” Information Commissioner’s Office, the UK data protection supervisory authority
“Intellectual Property Rights” all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets. inventions, get-up, database rights and any applications for the protection or registration or these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which we may be entitled
“Named Administrators” the persons specified on the Order Form and any other persons notified by you to us in writing for that purpose up to the maximum number specified on the Order Form
“Order Form” the order form to which these terms and conditions are attached
“SaaS Services” the brand/digital asset management software services known as “Brandworkztm” as described in Schedule 1
SaaS (Software as a Service) refers to the fact that Brandworkz is:-        not made available through a permanent licence but a rental licence which will remain in effect for as long as this Agreement with recurring SaaS Service Fees as described in the Order Form

–        Hosted by us via our hosting partner Amazon Web Services
“Service Level Agreement” the service levels in Schedule 3
“Services” the SaaS Services, 2nd line technical support and maintenance, consultancy and/or training services specified on the Order Form and any other services which we agree to provide or make available to you
“Shared Personal Data” the Personal Data to be shared between the parties, as described in clause 1.11 of this Agreement
“Specification” the specification of the SaaS Services in Schedule 1
“Third Party Browsers” the third-party browser software in Schedule 2
“Transmit” includes use, facilitate, generate, link to, upload, post, publish, download, store, disseminate, email, send or receive via or in any way connected with our Services
“we”, “us”, “our” Brandworkz Limited
“you”, your” the Customer company specified on the Order Form

1.1.4      Words in the singular shall include the plural and vice versa. References to a “person” shall include any individual, firm, unincorporated association or body corporate. References in this agreement to Clauses and Schedules shall be to clauses and schedules of this Agreement. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision, as amended, re-enacted or extended at the relevant time. The word “including”, unless the context otherwise requires, shall mean “including without limitation”. The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.2        Payment

1.2.1      You must pay the fees (together with sales tax/VAT and any applicable taxes) specified in the Order Form and specified in our current price list when you renew any Services or order additional Services. All prices quoted are exclusive of sales tax/VAT unless otherwise stated.

1.2.2      Invoices must be paid within the period specified on the Order Form.
Failure to comply may result in the immediate suspension of project activity and system access, until payment is received.

1.2.3      We may charge interest on overdue sums (both before and after judgment) at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.

1.2.4      Annually recurring charges (including but not limited to SaaS Services) is subject to an inflationary increase in line with the Retail Prices Index (RPI) as published by the National Statistics office.

1.3        Our obligations

1.3.1      We warrant that:

  1. a)we have power and authority to enter into this Agreement;
  2. b)we are entitled to grant rights in accordance with this Agreement;
  3. c)we will supply the Services with reasonable skill and care by suitably qualified and experienced personnel.

1.3.2      Except insofar as expressly stated otherwise in this Agreement, the Services are provided “as is” and we make no warranty or promise (a) that the Services are error free or that their use will be uninterrupted or (b) that Data transmitted via or stored on such Services will be secure or free from damage (excluding our obligations in relation to Personal Data specified in this Agreement) or (c) that particular results shall be achieved by use of such Services.

1.3.3      To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this Agreement including, without limit, the implied warranties of satisfactory quality, fitness for a particular purpose or ability to achieve a particular result.

1.4        Customer obligations

1.4.1      You warrant that you have power and authority to enter into this Agreement.

1.4.2      You acknowledge that the Services are subject to any restrictions or limitations stated in the Specification.

1.4.3      You must comply with our reasonable instructions and requests concerning the Services.

1.4.4      You must promptly provide us with all information which we reasonably request in connection with the Services. You must promptly notify us of any changes and you guarantee that the information is accurate and up-to-date.

1.4.5      You may not resell or sublicense the Services without our prior written consent.

1.4.6      You must promptly notify us of any alleged breach of obligation by us in connection with this Agreement.

1.4.7      You must not either during the period of this Agreement or within a period of six months thereafter directly or indirectly entice away or endeavour to entice away from us any person who has been employed by us during the previous 12 months.

1.5        Liability 

1.5.1      This section and any other clause in this Agreement limiting or excluding our mutual liability (“the Limits”) will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. The Limits apply to and may be enforced by either party’s directors, officers, employees, subcontractors, agents and affiliated companies as well as to/by either party and those parties shall all have the benefit of the Limits in terms of the Contracts (Rights of Third Parties) Act 1999. Both parties acknowledge that the pricing of the Services is directly related to, and would be substantially higher in the absence of, the Limits and that they are therefore reasonable. Nothing in this Agreement in any way excludes or limits either party’s liability for negligence causing death or personal injury or for fraudulent misrepresentation or for any liability which may not legally be excluded or limited. Nor does it affect consumers’ statutory rights.

1.5.2      In no event will either party be liable for any:

  1. a)economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
  2. b)loss of goodwill or reputation; or
  3. c)special, indirect or consequential losses;

whether or not such losses were reasonably foreseeable or actually foreseen.

1.5.3      If either party become liable in connection with this Agreement or the Services, whether because any exclusion or limitation of either party’s liability in this Agreement is held to be invalid or otherwise, such liability for any one event or series of related events is limited to the amount of fees payable for the relevant Service in respect of the 12-month period preceding the relevant event(s).

1.5.4      Neither party shall have any liability of any kind for any losses or damage to the extent that they result from the other party’s breach of this Agreement or misuse of the Services.

1.5.5      In no event may either party bring any claim against the other party more than 24 months after the claiming party knew of (or ought reasonably to have discovered) the event(s) giving rise to the potential liability.

1.5.6      Neither party have any liability for any third-party goods or services or towards third parties generally.

1.6        Indemnities

1.6.1      We shall indemnify and hold you harmless from and against all losses, claims, liabilities, costs, damages, fines or expenses (including all legal costs) incurred or suffered by you out of or in connection with:

  1. a)Subject to 2.7, any claim that the supply of the Services or receipt or use thereof by you infringes any contractual rights or Intellectual Property Rights of any other person (“third party claim”); and
  2. b)any breach by us of clauses 1.11 to 1.17 (data protection and confidentiality).

1.7        Suspension

1.7.1      We may suspend some or all the Services (which shall not amount to a waiver of any right of termination) immediately on written notice in the following circumstances:

  1. a)in the event of Exceptional Circumstances;
  2. b)if you have breached any payment obligation in this Agreement;
  3. c)if your data transfer levels in our reasonable opinion is endangering the performance of our hosting environment;
  4. d)if any events occur which entitle us to terminate this Agreement;
  5. e)to carry out scheduled or emergency maintenance of or repairs to or improvements to or relocations of the Services; or
  6. f)if we are required to do so by law or competent authority.

1.7.2      If the Services have been suspended for any reason other than your breach we shall restore the Services as soon as reasonably possible. If Services have been suspended due to your breach and you request that the Services be restored, we may do so in our discretion after satisfaction of such conditions and payment of such charges as we may reasonably require.

1.8        Term and termination

1.8.1      Unless otherwise stated in the Order Form, all Services will be provided for an initial minimum contract period of 12 months from the relevant Effective Date (‘the Initial Term’). These Services will roll-over for a further 12 months at the end of each 12-month period unless you provide us with written notice of your intention to cancel, at least 60 days before the end of the current period.

1.8.2      You or we may terminate this Agreement (as regards some or all the Services) immediately on written notice if the other party:

  1. a)commits a material breach of this Agreement (including breach by you of a payment obligation) and, if remediable, having received from the other party written notice stating the intention to terminate the Agreement if not remedied, fails to remedy the breach within 14 days; or
  2. b)is subject to a resolution for winding up or a petition for bankruptcy or liquidation or proposes or enters any arrangement or composition with assignment with or for creditors or a receiver or liquidator or trustee in bankruptcy is appointed over it or any of its assets or any similar circumstances.

1.8.3      Subject to our obligations concerning Personal Data under clauses ‎1.11 to 1.17 below, the consequences of termination of this Agreement for any reason are as follows:

  1. a)we will immediately stop supplying, and will terminate access to, the Services;
  2. b)we will return the Data (subject to our charges at our standard rates) provided that you tell us in writing immediately following termination which, if any, of the Data you wish us to provide to you;
  3. c)you acknowledge that we reserve the right to delete any hosted Data if you have not advised us of your request for such Data to be returned to you within 30 days after termination of this Agreement;
  4. d)we reserve the right to retain the Data, if any fees due to us remain unpaid;
  5. e)any fees accrued up to the date of termination of this Agreement will remain payable in accordance with the terms of this Agreement and the Order Form;
  6. f)our accrued rights and liabilities in connection with this Agreement will be unaffected by its termination; and
  7. g)any clause which is intended or expressed to survive termination of this Agreement will survive together with any other clause necessary for the interpretation or enforcement of this Agreement.

1.9        Intellectual Property Rights

1.9.1      We retain ownership of all Intellectual Property Rights relating to development or supply of the Services including all methodologies, know-how and processes used and in any information, reports, documents, software or other Data created by us as part of the Services.

1.9.2      For the avoidance of doubt you retain all ownership of all Intellectual Property Rights relating to all files you upload to our system, and content such as web-pages or W2P templates you may create in it.

1.10     Data

1.10.1    We may access, copy, preserve, disclose, remove, suspend or delete any Data:

  1. a)in the event of Exceptional Circumstances concerning that Data;
  2. b)if we are required to do so by law (including the Data Protection Legislation), or at the request of the ICO, or any other statutory authority; or
  3. c)as otherwise permitted under this Agreement.

1.10.2    If we are required to remove, suspend or delete any data in accordance with clause ‎1.10.1 above, then we will return all Data to you first at no charge.

1.11     Shared Personal Data

1.11.1    During the Term of this Agreement, you have agreed to share the types of Shared Personal Data as specified in the Order Form.

1.11.2    The Shared Personal Data must not be irrelevant or excessive, with regard to the Agreed Purpose.

1.11.3    Both parties will duly observe all of their obligations under the Data Protection Legislation during the Term of this Agreement.

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1.11.4    We have obtained all necessary registrations, notifications and consents required by the Data Protection Legislation by the time that the data sharing is expected to commence which covers the intended data sharing pursuant to this Agreement, unless an exemption applies.

1.11.5    The parties agree that it is necessary to share Personal Data for the purpose of this Agreement, to enable us to provide you with the Services, to monitor the effective use and operation of the Services and (where applicable) to enable us to provide you with effective ongoing support and maintenance. The specific reasons for sharing Personal Data are as stated in the Order Form  

1.11.6    The parties agree to only Process the Shared Personal Data, as described in the Order Form for the purposes listed therein.

1.11.7    We will Process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to our Personal Data Processing operations.

1.12     Processing data

1.12.1    We are the Data Processor and will process the Shared Personal Data only in accordance with your instructions as the Data Controller, as set out in this Agreement, or as otherwise notified by you in writing;

1.12.2    We process the Shared Personal Data only to the extent and in such a manner as is necessary for the provisions of the Services and performance of our rights and obligations under the Agreement;

1.12.3    In the event that we are under a legal obligation to process the Shared Personal Data outside of the terms of this Agreement, we will notify you of that legal requirement prior to processing unless the law prohibits this on important grounds of public interest;

1.12.4    We implement appropriate technical and organisational measures to protect the Shared Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure;

1.12.5    We do not disclose the Shared Personal Data to any third parties in any circumstances other than with your written consent or in compliance with a legal obligation, save that we will be entitled to disclose the Personal Data to employees, officers or agents to whom such disclosure is reasonably necessary in order for us to perform our obligations or to the extent required under a court order, subject always to compliance with clause ‎1.14 below;

1.12.6    We co-operate with you and will ensure that we have appropriate technical and organisational measures in place to assist you to comply with any request by Data Subjects to exercise their rights under the Data Protection Legislation;

1.12.7    Processor must immediately inform the Controller where, in the Processor’s opinion, any

instruction of the Controller is incompatible with the GDPR, other EU or Member State’s data protection laws (28(3)(h)).

1.12.8    We will allow you to audit our compliance with the requirements of clauses ‎1.11 to ‎1.17 of this Agreement on reasonable notice and/or at your request, to provide you with evidence of our compliance with such requirements; and

1.12.9    We notify you within 2 Business Days if we receive:

  1. a)a request from a Data Subject to exercise the Data Subject’s Rights; or
  2. b)a complaint or request relating to your obligations under the Data Protection Legislation

and we will take no further steps in relation to the same until such time that we receive your written instructions to do so.

1.12.10  The Shared Personal Data is not transferred outside of the European Economic Area.

1.13     Data retention and deletion

1.13.1    We will not retain or Process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose, or as otherwise required by law or regulation.

1.13.2    We will ensure that, on your reasonable instructions, any Shared Personal Data are returned to you or securely destroyed either upon termination of the Agreement or once the Processing of the Shared Personal Data is no longer necessary for the Agreed Purpose.

1.14     Data security and training

1.14.1    To the extent that we and/or any of our employees agents or officers receive, have access to and/or are required to process the Shared Personal Data on your behalf, we will at all times comply with the Data Protection Legislation.

1.14.2    In respect of any of our employees, agents or officers who are provided with access to the Shared Personal Data, we will take such steps as regards to those persons which shall include but not be limited to:

  1. a)taking reasonable steps to ensure the reliability of such persons;
  2. b)ensuring such persons are informed of the confidential nature of the Shared Personal Data and are under an obligation of confidentiality in relation to the same;
  3. c)have undertaken training in the law relating to the handling of Personal Data; and
  4. d)are aware of their obligations and ours, under the Data Protection Legislation and this Agreement.

1.14.3    We will ensure we have in place appropriate technical and organisational security measures in order to prevent unauthorised or unlawful processing of the Shared Personal Data and the accidental loss or destruction of, or damage to, the Shared Personal Data.

1.15     Data security breaches and reporting procedures

 

1.15.1    If we become aware of any unauthorised or unlawful Processing, accidental alteration, loss, destruction or disclosure of, or damage or access to the Shared Personal Data, we will:

  1. a)Record the details of the suspected incident in a security incident log and undertake an initial investigation immediately into the suspected incident, in accordance with our security incident management policy;
  2. b)Notify you of the suspected incident and the findings or the initial findings without undue delay and in any event within four business hours of becoming aware of the suspected incident. We will take no further steps in relation to the same beyond fixing any known vulnerabilities and performing internal forensics until such time that we receive your written instructions to do so;
  3. c)Fully co-operate with you in the course of any investigation you undertake and any subsequent corrective actions arising therefrom, including any report to and investigation by the ICO or relevant data protection supervisory authority and/or notification to any affected individuals; and
  4. d)Implement any measure necessary to restore the security and integrity of any compromised Personal Data.

1.16     Review of the Shared Personal Data 

1.16.1    If the Agreement is to continue beyond the Initial Term for an additional period in accordance with clause ‎1.8.1, the parties shall review the effectiveness of this data sharing arrangement at the end of the Initial Term, giving consideration to the aims and purposes set out in clause 1.11.6.

1.16.2    The review of the effectiveness of the data sharing arrangement will involve:

  1. a)Assessing whether the Shared Personal Data is still being Processed in accordance with the Agreed Purpose;
  2. b)Assessing whether the Shared Personal Data is still as listed in clause ‎11.1 of this Agreement;
  3. c)Assessing whether the legal framework governing data retention, and Data Subjects’ Rights are being complied with; and
  4. d)Assessing whether Personal Data breaches involving the Shared Personal Data have been handled in accordance with this Agreement and the applicable legal framework.

1.17     Confidentiality

1.17.1    We both undertake, except as provided below, to treat as confidential and keep secret and not to use for any purpose apart from this Agreement all information marked ‘confidential’ or which may reasonably be supposed to be confidential (in this Agreement collectively referred to as ‘the Information’) and to treat the Information with the same degree of care as we employ with regard to our own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of either party prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). For the avoidance of doubt, we may include your name in our list of customers made available to the public and, subject to your prior written consent not unreasonably to be withheld, may include in our marketing materials a case study concerning your use of the Services.

1.17.2    Neither party shall without the prior written consent of the other party divulge any part of the Information to any person except (in accordance with this Agreement):

  1. a)to their own employees and then only to those employees who need to know the same; or
  2. b)to either party’s auditors or other professional advisers, an officer of HM Revenue & Customs, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right duty or obligation to know the business of the other party and then only in pursuance of such right duty or obligation.
  3. c)Both parties undertake to ensure that persons and bodies referred to in this clause are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other party.

1.17.3    Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.

1.17.4    The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.

1.18     Security

1.18.1    Both parties must:

  1. a)keep usernames, passwords and any security phrases secure
  2. b)take reasonable steps in respect of matters in their control to minimize any risk of security breaches in connection with the Services;
  3. c)promptly notify the other party of any actual or suspected security breaches in connection with the Services; and
  4. d)comply with the other party’s reasonable request for information in relation to any breach.

1.18.2    You are responsible for all persons who use your username, password and/or security phrase to access the Services, whether authorised or not including any charges incurred as a result of such use. We are not obliged to detect or report unauthorized use of the Services.

1.19     General

1.19.1    All notices under this Agreement shall be in writing and shall be deemed to have been duly given:

  1. a)when delivered, if delivered personally or by courier to the parties’ registered offices recorded above, during the normal business hours of the recipient; or
  2. b)when sent, if transmitted by fax and a successful transmission report or return receipt is generated provided that a confirming copy thereof is sent by first class pre-paid post to the other party within 24 hours after transmission; or
  3. c)on the third Business Day following mailing, if mailed by national ordinary mail, postage prepaid in each case addressed to the most recent address notified to the other party.
  4. d)When sent by e-mail, on the day of transmission, unless an out-of-office automatic response or delivery failure has been received by the sender, in which case notice shall be deemed to be given when the other party has confirmed receipt of the email.

1.19.2    The relationship of the parties is that of independent contractors. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint ventures or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.

1.19.3    Neither party shall be liable for failure to perform or delay in performing any obligation (excluding payment) under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.

1.19.4    This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any previous agreements between the parties in relation to such matters. Save in relation to statements made fraudulently or insofar as otherwise expressly stated in this Agreement, the parties accept that they are to have no rights or liabilities in respect of pre-contractual statements and that neither party has relied upon any such statements.

1.19.5    No amendment to this Agreement shall be effective unless in writing, expressed to be an amendment to this Agreement and signed by a duly authorised representative of each of the parties.

1.19.6    The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy.

1.19.7    If any part of this Agreement is unlawful, void or unenforceable for any reason, such part shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. The parties will renegotiate the offending provision in good faith to achieve the same objects.

1.19.8    Neither party may assign this Agreement without the consent of the other not to be unreasonably withheld or delayed.

1.19.9    Save insofar as expressly provided otherwise in this Agreement, no third party may enforce any clause in this Agreement under the Contracts (Rights of Third parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

1.19.10 This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same Agreement.

1.19.11 If your registered address (as stated on the order form on page 1 of this Agreement) is in the United States of America then this Agreement is governed by the law California, United States of America. If your registered address is not registered in the United States of America then this Agreement is governed by the law of England & Wales and is subject to the exclusive jurisdiction of the courts of England & Wales.

  1. ADDITIONAL TERMS APPLICABLE TO SaaS SERVICES

2.1        Introduction

2.1.1      This section of the T&Cs applies to SaaS Services as well as any associated services which we have agreed to supply to you such as backup services.

2.1.2      You should read this section in conjunction with section 1 of the T&Cs which also applies to SaaS Services.

2.2        Licence

2.2.1      We hereby grant you a non-exclusive licence to use the SaaS Services subject to the terms and conditions contained in this Agreement.

2.2.2      If and when we develop upgrades which improve the Services, we will implement these as soon as reasonably practicable.

2.2.3      You must comply with the licence restrictions specified in the Order Form including maximum assets, storage and logins and must pay our fees at our then current rates if you exceed such restrictions.

2.3        Our obligations

2.3.1      We warrant that for the duration of this Agreement, those Services will conform substantially to the Specification and shall be compatible with the Third-Party Browsers. You must notify us of any breach of this warranty and (so far as you can) provide us with a documented example of the fault. Your sole remedy in respect of this warranty shall be for us at our own expense to remedy any non-conformity and/or lack of interoperability within the agreed timescales in clause 3.3 below.

2.3.2      We undertake to comply with the Service Level Agreement.

2.3.3      Our obligations in relation to backup services are as follows: We will back up all your Data offsite daily. Backup Data are stored for 30 days. Any request by you to access or restore backed up data due to accidental data deletions by your systems admins may be subject to our charges at our standard rates.

2.3.4      Our obligations in this clause 2.3 of this Agreement shall not apply to the extent that any fault arose or was exacerbated as a result of:

  1. a)incorrect use or operation of such Services;
  2. b)your failure to implement our reasonable recommendations in respect of or solutions to the defect previously notified by us to you;
  3. c)any unauthorised modification or alteration of the SaaS Services; or
  4. d)use of the SaaS Services with software not authorised by us.

2.3.5      You acknowledge that:

  1. a)the SaaS Services are configurable but have not been programmed specifically to meet your individual specifications;
  2. b)you have satisfied yourself that the facilities and functions described in the Specification meet your requirements; and
  3. c)it is not possible to provide Services based on software which is error free in all circumstances.

2.4        Liability

2.4.1      Our liability and your sole remedy in connection with the uptime availability of SaaS Services as outlined in Schedule 3, shall be limited to any service credits due under the Service Level Agreement.

2.5        Additional customer obligations

2.5.1      You must comply with our Acceptable Use Policy in Schedule 4 and bring it to the attention of all users.

2.5.2      You may by means of the SaaS Services grant third parties access to Data managed via such services but may not charge a fee for such access.

2.5.3      It is your responsibility to ensure that Data uploaded to our system or sent to us in other ways are virus free and that you have the appropriate rights to this Data. You bear sole legal and other responsibility for all Data you upload to our system or send to us in other ways. We do not, and are not obliged to, check Data. Our rights to remove and take other steps in relation to Data are without prejudice to this sub clause.

2.5.4      You warrant that your use of the Services will comply with the Data Protection Legislation and/or other applicable law and not infringe any third party intellectual property or other rights and that you have obtained all consents, licences, permissions and releases necessary to use any Content.

2.6        Intellectual Property Rights

2.6.1      You undertake not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the SaaS Services without our prior written consent.

2.6.2      You must notify us immediately if you become aware of any unauthorised use of the whole or any part of the SaaS Services.

2.7        We will defend at our own expense any claim brought against you alleging that the use of the SaaS Services infringes the Intellectual Property Rights of a third party (‘Intellectual Property Claim’) and we shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that you:

2.7.1      give us prompt written notice of the Intellectual Property Claim;

2.7.2      provide us with reasonable assistance in respect of the Intellectual Property Claim;

2.7.3      give us the sole authority to defend or settle the Intellectual Property Claim; and

2.7.4      take reasonable steps to mitigate any costs or damages for which we are liable to indemnify you hereunder.

2.7.5      If, in our reasonable opinion, the use of the SaaS Services is or may become the subject of an Intellectual Property Claim then we shall be entitled to:

  1. a)obtain for you the right to continue using the SaaS Services which are the subject of the Intellectual Property Claim; or
  2. b)replace or, modify the SaaS Services which are the subject of the Intellectual Property Claim so they become non-infringing but are the equivalent in all material respects to the SaaS Services prior to such modification

2.7.6      We shall have no liability for any Intellectual Property Claim resulting from your use of the SaaS Services in combination with any programs not supplied or approved by us or any modification of any item of the SaaS Services by a party other than us

  1. ADDITIONAL TERMS APPLICABLE TO SUPPORT

3.1        Introduction

3.1.1      This section of the T&Cs applies to our support and maintenance services (“Support”). You should read this section in conjunction with section 1 of the T&Cs which also applies to Support.

3.2        Types of support

Subject to the exclusions in clause 3.5 and obligations in 3.4 we provide a second-line helpdesk for named administrators which will be operational within Business Hours for queries or Faults that your administrators cannot resolve.
The Named Administrators may communicate with our helpdesk by telephone or email

3.3        Your obligations

3.3.1      You must check the web and online help systems for a resolution to your problem before contacting our helpdesk.

3.3.2      You are responsible for first-line support meaning that you must organise and staff a first line helpdesk comprising initial call logging and attempted resolution.

3.3.3      Your Named Administrators should be able to resolve general end user queries on normal system tasks. Our helpdesk is available only to Named Administrators.

3.3.4      The logging of an incident/case must always be done by your 1st line support by entering a ticket in our client ticketing system or sending an email to support@brandworkz.com with enough detail for us to replicate the issue. The response time will be calculated as starting from the time this email is received. There is a general online help system available to all users accessible directly from the SaaS Services.

3.4        Priorities and Response

3.4.1      We will respond to support queries in line with their priority/severity as outlined below. We will assign priority to support incidents as follows:

  1. a)

The list below defines the complete list of Urgent faults:

  1. i)Unable to log in to the system – all users affected
  2. ii)Unable to download assets using the “Download Original” download wizard – all users affected

iii)             Unable to upload assets – all users affected

We will endeavour to respond to Urgent Faults within four Business Hours and initiate remedial work immediately. Our target resolution time will be within 8 Business Hours

  1. b)

The list below defines the complete list of High Faults:

  1. i)Same items as under Urgent Fault – but 50% of user base or above affected
  2. ii)Unable to download assets with any download wizard – majority of users affected

iii)             Search is unavailable – all users affected

  1. iv)       Unable to browse any content page – all users affected
  2. v)Not possible to create any web-to-print artwork – all users and all templates affected
  3. vi)Not possible to start any workflow – all users and all workflows affected

We will endeavour to respond to High Faults within 4 Business Hours and initiate remedial work immediately. Our target resolution time will be within 24 Business Hours.

  1. c)Normal

The list below defines the complete list of Normal Faults:

  1. i)One user not being able to download asset
  2. ii)One download wizard not working

iii)             One user not being able to upload asset

  1. iv)One user not being able to progress a workflow
  2. v)Blog not accessible by all users
  3. vi)One web-to-print template not functioning – all users affected

We will endeavour to respond to Normal Faults within 8 Business Hours.

We will endeavour to resolve Normal Faults as follows:

1)     If resolution is possible without deploying a new code base release: 5 working days

2)     If resolution requires programming and deployment of a code base release: 1 to 3 months

Background to this timescale:

* We program fixes for Normal Faults on a weekly basis which will then enter Brandworkz’ standard testing cycle.

* We typically deploy updated maintenance code base releases on a two-monthly cycle (at the beginning of each cycle).

* We will prioritise – and possibly re-prioritise – Faults within this category depending on severity and amount of users affected

  1. d)Low Fault

The list below defines the complete list of Low Fault:

  1. i)User “how-to” queries
  2. ii)One download wizard not working for one user

iii)             Blog not working for one user

  1. iv)Search returning unexpected results for one user
  2. v)Thumbnail preview not generating for low amount of assets
  3. vi)Button not displaying correctly for one user but is functional

vii)           Any other unclassified fault

We will endeavour to respond to Low Faults within 24 Business Hours.

We will endeavour to resolve Low Faults as follows:

1)       User-questions/queries:

3 working days

2)     Visual/cosmetic defects:

NB: Improvements and new elements are not covered by standard support, only defects to existing elements.

10 working days

3)       If resolution requires deployment of a new code base release:

2 to 6 months

4)     New feature requests will get considered for future roadmap

3.4.2      We will use reasonable endeavours to resolve Faults within the above timescales but cannot guarantee resolution of Faults within any particular timeframe. We will keep you reasonably informed of the progress of Fault resolution.

3.4.3      The escalation procedure is as follows:

  1. a)Our client ticketing software will automatically escalate tickets to our Head of Dev and Head of Client Services if they hit 75% of the SLA timescales so they are notified about a ticket nearing its SLA target, so they can take action.
  2. b)If an Urgent or High ticket breaches it’s SLA then additionally our CEO will be notified, and further action will be taken.
  3. c)In the very unlikely event that an Urgent or High ticket’s SLA is breached, then we will keep the client informed at least once per business day, and additional resource will be allocated to the issue to get it resolved. We will also outline the reasons why the SLA was breached.

3.4.4      The start date/time for a ticket will be deemed to be at the point where a problem is reported step-by-step in a way which enables us to reproduce it.

3.4.5      Note that for Normal and Low faults the above resolution timescales do not include:

  1. a)Faults where 3rd party software embedded in our system is involved (Java application server, Image resizing/transformation engine, Video transcoding engine, Upload Java Applet, PDF Annotation Tool).
  2. b)Technical Faults internal to your organisation or your organisation’s contractors (g. firewall settings, proxies, lockdown of desktop, missing browser plugins, email spam filters, etc) which is outside our control.

3.5        Excluded support and maintenance

3.5.1      We reserve the right to refuse to provide support and maintenance:

  1. a)in respect of any faults arising from causes external to the SaaS Services; and
  2. b)if any fees due to us are unpaid.
  1. ADDITIONAL TERMS APPLICABLE TO TRAINING AND CONSULTANCY SERVICES

4.1        Introduction

4.1.1      This section of the T&Cs applies to our training and consultancy services

4.1.2      You should read this section in conjunction with section 1 of the T&Cs which also applies to training and consultancy.

4.2        General

4.2.1      Only the training and consultancy services specified in the Order Form are included in the Services. All other training and consultancy services which we provide are subject to our charges at our standard rates.

4.2.2      Travel and Living Expenses.  In the event that you request us to provide Services at a location away from the metropolitan area of Company’s registered place of business, you will reimburse us for reasonable travel and living expenses incurred by us that would not have been incurred in any event if such Services had been performed at our regular place of business.   If required, we will provide receipts or reasonable evidence thereof for commercial travel, car rental, subsistence and lodging.  If our employees visit more than one client on the same trip, the expenses incurred will be apportioned in relation to time spent with each client.  We shall obtain your prior written approval, which shall not be unreasonably withheld, before incurring any expenses exceeding, in the aggregate £1,000 or $1,500, whichever is the lower amount at the current exchange rate. We will use commercially reasonable efforts to make airline reservations for travel sufficiently in advance of the travel date so as to obtain the lowest airfare.

 

SCHEDULE 1
SPECIFICATION OF SaaS SERVICES

The facilities and functions of the SaaS Services are as stated in the electronic “help” files included in the SaaS Services. The core functions are as follows:

  • Uploading of electronic files/assets through HTTP/Web browser
  • Storage of electronic files/assets. The uploaded asset will be stored on the server’s hard disk until it is actively deleted through the delete function (or deleted manually via the operating system). The original asset on the user’s personal hard disk is left intact and the uploaded artwork will be a copy of this original.
  • Downloading of electronic files/assets through web browser. (Note: The security policy of your computers must allow download of images and files to the desktop from a web browser for this functionality to work.)
  • For the most part the creation of thumbnails and previews for images, videos, and graphics files is automated. However, where a file does not automatically generate a thumbnail or accurate preview, i.e. .zip files or INDD composite files, Brandworkz provides the capability to upload an image to act to as the preview of the file for display in the library.
  • The file formats supported is constantly being updated but here is a current comprehensive list at time of signing:

 

Documents/graphics: PDF (Adobe Acrobat), AI (Adobe Illustrator), INDD, EPS, MS Word, MS Excel, MS PowerPoint.

 

Images: BMP, PNG, TIFF, JPEG/JFIF, GIF, Photoshop, PDF, EPS, QuickTime Image, Silicon Graphics, MacPaint, FlashPix and JPEG2000, Extended Metafile (EMF), Exchangeable Image File Format (EXIF), Interleaved YUV (PAL, UYVY, YCbCr), Adobe Encapsulated PostScript (EPS, EPSF), Adobe Encapsulated PostScript Interchange format (EPSI), EPT (Adobe Encapsulated PostScript with TIFF preview), Adobe Level II Encapsulated PostScript (EPS2), Adobe Level II PostScript (PS2), Adobe Level III PostScript (PS3), Adobe PostScript (PS), Alias/Wavefront RLE image format (PIX), AVS X image (AVS), Bi-level bitmap in least-significant-byte first order (MONO), CCIR 601 4:1:1 (YUV), Digital Imaging and Communications in Medicine image (DCM), Digital Moving Picture Exchange (DPX), Group 3 FAX (FAX, G3), IPTC Newsphoto (IPTC), Multiple-image Network Graphics (MNG, JNG), PF1: 1st Publisher (ART), Portable anymap (PNM), Portable bitmap format (PBM), Pyramid encoded TIFF (PTIF), Scitex HandShake (SCT), SUN Rasterfile (RAS, SUN), Utah Run length encoded image (RLE), Visual Image Directory (VID), Wireless Bitmap level 0 image (WBMP), Word Perfect Graphics (WPG), ZSoft IBM PC multi-page Paintbrush (DCX), ZSoft IBM PC Paintbrush (PCX), Kodak Cineon Image Format (CIN), Microsoft Cursor Icon (CUR), Microsoft Windows Device Independent Bitmap (DIB),MATLAB File Format (MAT), On The Air Bitmap (OTB), Seattle File Works (SFW), X Windows Pixmap (XPM, XBM, XWD), GIMP image (XCF).

RAW images
Camera RAW formats: Canon Raw (CR2, CRW), Digital Negative (DNG), Epson Raw (ERF), Fuji Raw (RAF), Hasselblad Raw (3FR), Image Raw (RAW), Kodak Raw (DCR), Mamiya Raw (MEF), Nikon Raw (NEF), Olympus Raw (ORF), Panasonic Raw (RW2), Pentax Raw (PEF), Sigma Raw (X3F), Sony Raw (SR2), Sony Raw (SRF), Sony Raw (ARW), Sony/Minolta Raw (MRW)

Fonts: Truetype (TTF), OpenType (OTF)

Video: AVI, MOV (Apple Quicktime), MPEG/MPEG2/MPEG4, WMV/ASF (Windows Media Video), FLV (Flash Video), QTVR, Cubic VR, DV (Digital Video), 3DMF (3D Metafile), FLC (FLIC File format), PICS, Animated GIF, M4V (iTunes Video), MPEG-1, MPEG-2, MPEG-4, MQV (Sony Movie Player), VDU (Sony Video Disk Unit), 3GPP, 3GPP2. Using the following codecs where relevant – H.261, H.263, H.264, Animation, Apple BMP, Apple Video, Cinepak, Component video, DV NTSC and PAL, Graphics, Microsoft OLE, Microsoft Video 1, MPEG-n, Motion JPEG A and B, Photo JPEG, Planar RGB, Sorenson Video 1 and 2.

  • Metadata extraction: On upload, Brandworkz will extract embedded IPTC, EXIF and XMP metadata from file formats supporting these metadata standards. In addition, custom Brandworkz metadata fields can be mapped to corresponding fields in the embedded IPTC and XMP to auto-populate the custom fields with the embedded equivalents.
  • Fulltext extraction: The Brandworkz engine indexes and searches through the full text of the following filetypes: PDF, MS Word (doc, dot, docx, dotx), MS Excel (xls, xlt, xlsx, xltx), MS PowerPoint (ppt, pps, pot, pptx, ppsx, potx), Open Office/Open Document (odf), HTML, XML, epub (digital books), RTF (Rich Text Format), txt, MP3, WAV, MIDI, FLV, mbox.
  • Automatic generation of derivatives of the readable formats in the previous point based on transformation of: resolution, pixel size, colour dept. (RGB/CMYK/Greyscale/B&W), rotation, JPEG compression, adding solid colour border, crop, text watermarking, image background/foreground compositing. Derivatives can be output in BMP, GIF, JPEG, PNG and TIFF.
  • Albums are areas where individual users can gather together a number of assets in a logical group (without making physical copies on the server or their client desktop). References to these Albums can be sent to other Users of the system, or the assets in them can be downloaded in one batch in a Zip file.
  • Search: Fields searched by users may be Display Name, Filename, Keyword, Description, any Metadata field, File type, and Folder name. The SaaS Services will return an asset as a result if the selected field(s) have an exact keyword match (or optionally with a wildcard added to the right).
  • Assignment of Folder permissions (View, Modify, Add, Delete folder and View, Modify, Add, Delete asset) to Groups (to which Users belong). Each folder can be assigned an individual set of permissions for each Group.
  • Creation of Groups. Groups are named entities to which the Folder permissions and Download Wizard assignments are tied. A Group will have one or more Users tied to it.
  • Creation of Users. Users are named entities which hold the login/password/personal information for each user of the system. A User can be assigned the personal role of “Systems Administrator”. This gives the person access to the Admin section of the SaaS Services.
  • Metadata Sets are named entities which consist of collections of Metadata Fields. A Metadata Field is one of the following field types (Integer, Decimal, Date, Single-line-text (unformatted), multi-line-text (unformatted), formatted text (basic HTML), select box, radio buttons, check boxes, multi-select box. The validation of these fields is limited to the available functionality of HTML forms and client-side JavaScript. Metadata sets can be attached to Folders or Download Wizards. When attached to a Folder, it gives the User with modification rights the option to fill in the Metadata Fields for each Asset in that Folder. When attached to a Download Wizard, the Metadata Fields from the Metadata Set will be presented to the downloading user for filling in before the artwork is available to download. Each instance of this filled in data gets stored with the Asset as a Download History.
  • Reports display overview or audit-trail-style reports for a number of events tracked by the system.

SCHEDULE 2
COMPATIBLE THIRD PARTY BROWSERS FOR SaaS SERVICES

 

  1. Windows 10

1.1        Microsoft Edge latest version

1.2        Mozilla Firefox latest version

1.3        Chrome latest version

  1. Macintosh OS-X:

2.1        Safari latest version

2.2        Mozilla Firefox latest version

2.3        Chrome latest version

  1. Notes:

3.1        The above stated browsers are supported presently and for the day of launch of the system. The browsers that will be supported in the future may be different due to the rapid changing pace of technology.

3.2        Some visual and functional discrepancies may be experienced between browser makes and versions. This is due to differing technical capabilities of the various browsers and browser versions.

3.3        Brandworkz will do its best to continue to support the client’s browsers but may not be able to do so if a browser is deemed obsolete or about to become obsolete within the next 6 months.

3.4        Cookies and Javascript must be switched on for all functions in the SaaS Services to operate correctly.

 

 SCHEDULE 3

SERVICE LEVEL AGREEMENT FOR SaaS SERVICES

  1. GUARANTEED AVAILABILITY

1.1        We guarantee 99.9% availability of the SaaS Services (“Guaranteed Availability”) over the course of any 12-month period measured as HTTP response availability of the log-in page of your web application as measured by us.

  1. EXCLUSIONS

2.1        Guaranteed Availability excludes scheduled downtime including:

2.1.1      required restarts after installation of critical software updates or software installations which will so far as possible be performed outside Business Hours (which usually make the website unavailable for a maximum of two minutes and on average happen once per calendar month although this is not guaranteed); and

2.1.2      scheduled hardware/software updates to the network (which is usually performed between 1 and 5 am in the morning UK time although this is not guaranteed).

2.2        Guaranteed availability excludes unavailability occurring due to technical faults arising on networks outside the control of our hosting provider.

  1. SERVICE CREDITS

3.1        If Guaranteed Availability is not achieved, we will credit you the cost of 1 day of your SaaS service costs for every 15 minutes for which the site is unavailable below the level of Guaranteed Availability up to an aggregate maximum of two hours’ unavailability of the site in any one calendar month provided that you report the unavailability and request the credit in writing to us within two Business Days of the downtime occurring. In the event that you are entitled to multiple credits arising from the same event, such credits shall not be cumulative.

 

 

SCHEDULE 4

ACCEPTABLE USE POLICY OF SaaS SERVICES

  1. INTRODUCTION

1.1        We do not actively monitor, censor or directly control any Data generated, stored, Transmitted or used in connection with our Services including content displayed on websites or material sent by email. It is your responsibility to comply with this policy. If, however, it comes to our attention that this policy has been or may be breached, we may act in accordance with our terms and conditions.

  1. POLICY

2.1        You must not Transmit any Data which, or otherwise use our Services or carry out any acts or omissions in any way connected with our Services in a manner which, we consider in our discretion in any way involves or includes or relates to:

2.1.1      conduct that is unlawful (including breach of any applicable laws, statutes, regulations, standards or codes of conduct whether or not compulsory), harmful, threatening, a nuisance, abusive, harassing, tortious, defamatory, vulgar, obscene, indecent, invasive of another’s privacy, hateful, inflammatory, racially, ethnically or otherwise objectionable;

2.1.2      the infringement of third party intellectual property or other rights;

2.1.3      viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any software, hardware or Data;

2.1.4      junk mail, spam, chain letters, pyramid schemes or any similar or fraudulent schemes or any inappropriate form of solicitation; or collection of the responses to any such schemes or solicitation;

2.1.5      the forging of headers, manipulation of identifiers or otherwise disguising the origin of any Data;

2.1.6      the provision of false or misleading information;

2.1.7      denial of service attacks including (without limit) mailbombing, news bombing, trolling, (posting outrageous messages to generate numerous responses), other flooding techniques, deliberate attempts to overload a system, broadcast attacks and any activity designed to cause a computer crash;

2.1.8      attempting to or gaining unauthorized access to, or interfering with or damaging, any third party’s computer or Data including (without limit) any attempt to breach authentication or security measures or any attempt to probe, scan or test the vulnerability of a computer system;

2.1.9      unauthorized monitoring or interception of Data;

2.1.10    potential or actual interference with or disruption to our computers or services to other customers including excessive use of our server resources or other services;

2.1.11    damage to our commercial reputation;

 

SCHEDULE 5

IMPLEMENTATION OBJECTIVE, APPROACH, TIMELINE, FEES & ASSUMPTIONS

  1. Objective

1.1        During the implementation, we will work collaboratively with you to determine the full scope of all features, functions, workflows, designs, layouts, templates, users, groups, permissions, and other configurable elements of the software, deploy and configure the Licensed components and provide professional services as outlined in the Implementation Services section, of this Agreement.

  1. Approach

2.1        We use an interactive approach during the Implementation. Before we get started we will provide documentation and set expectations up front that outline our responsibilities, your responsibilities, and the necessary items that will need to have prepared in order for the implementation to stay on schedule. The availability of resources participating in the implementation, the preparation and completion of tasks and responsibilities and on-going communication between both you and us is critical to completing the project against any proposed timelines. We’ll ask you to assign resources to various aspects of the project, collect and gather assets and information, verify completion of tasks, and participate in training sessions. As we collectively manage the project schedule and timeline, we will pro-actively work with you to schedule time to work through each step of this process. The timeline is set to allow for several days of task completion and preparation in between the various steps and phases.

  1. Fees

3.1        Based on the information gathered for the purposes of this Agreement, we have provided an implementation estimate based on the anticipated amount of work required to configure the Licensed components. Should additional effort be required, such time will be billed at a daily rate of £1,000.00 Pounds Sterling per person per day.

 

  1. Assumptions

4.1        Certain assumptions are made in order to guarantee delivery to any timeline that is agreed or is yet to be agreed, where it is expected that you will complete the necessary tasks, portions and requirements assigned to you by the scheduled due dates. The timeline may change if client preparations are not met, or a change to the scope is requested. Assumptions are as follows:

4.1.1      You will provide at least one dedicated resource for the duration of the implementation project. The availability and authority (or lack thereof) of the person assigned to this project will have an impact on how quickly tasks are completed.

4.1.2      Services will be provided as a combination of on-site and/or remote as agreed to by us and you.

4.1.3      We will be provided with internet access while on-site at your facility.

4.1.4      All modules will be configured and limited as per the Order Form. Any increase may be subject to additional charge.

4.1.5      Training will be completed for administrators. Any end-user training needed will be the responsibility of you.

SCHEDULE 6

API Availability and SLA’s

API Usage in 3rd party systems

  1. Brandworkz’s API can be used in any 3rd party system the Client requires subject to prior approval and notification from the Client to Brandworkz.
  2. Once confirmed Brandworkz will work with the 3rd party on a time and materials basis or other agreement that Brandworkz has in place with the Client to deliver an API integration.
  3. The API usage levels will be limited to the following.
  4. 99.9% uptime
  5. Up to 20,000 API calls a day
  6. A maximum number of 200 calls in any given 60 second period.
  7. Brandworkz cannot guarantee performance of the API when call levels exceed the above stated levels, and reserve the right to throttle request volumes above this level or with your prior written agreement charge extra for increased volumes.
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