Hosting Service Agreement

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1 tesseract-online.com Hosting Service Agreement Cranbox Limited T/A Tesseract Commencement Date: 1. Agreement 1.1. This Agreement is made between you (the 'Customer') and Cranbox Limited trading as Tesseract ('Tesseract'), and details the standard application and data hosting service provided by Tesseract and named 'Tesseract-Online.com'. 2. Definition of Service 2.1. Tesseract-Online.com is a fully managed application hosting service owned and managed by Tesseract using servers managed by a third party host ('3rd Party Host'), whereby both Tesseract s proprietary Service Centre software and any associated third party software and data are delivered to the Customer from a secure, central data centre (the 'Service'). The customer is given access to the application and data via the internet and charged a quarterly hosting fee based on the number of users. 3. Access 3.1. Tesseract will provide the Customer access to the Service via a URL/Website together with a username and password unique to the Customer. No direct access to server hardware, operating system, database management system or other system resources shall be provided The Customer shall not, and shall procure that all Authorised Users (as defined below) shall not, divulge the username or password to any person. The Customer shall, and shall procure that all Authorised Users (as defined below) shall, use all reasonable precautions to keep usernames and passwords secret Tesseract provides no warranties, makes no representations, and accepts no liability for the unauthorised or illegal access or interference with the Customer s data via the Service unless such access or interference is caused by the intentional unlawful acts of Tesseract, its agents or employees The Customer shall be responsible for its local device connection to the Internet. Tesseract accepts no liability whatsoever if the Service is not available owing to a fault with the Customer s local device connection to the Internet The Service shall be deemed to be available if it is available for use from the Internet. 4. Customer Obligations 4.1. The Customer agrees that they shall: a. encrypt any personal data, if required (as defined in applicable Data Protection legislation) transmitted in using the Service; b. comply with the laws applicable to the use of the Service; c. abide by any acceptable use policy ('AUP') provided to it by Tesseract, including any AUP in respect of the 3rd Party Host, which Tesseract will provide to the Customer together with any applicable amendments from time to time; d. co-operate with Tesseract and/or the 3rd Party Host s investigations of any outage of the Service, security problems or suspected breach of this Agreement. continues - page 1/7

2 page 2/7 4. Customer Obligations 4.2. The Customer shall indemnify Tesseract in full and keep Tesseract fully indemnified for and against all and any claims, demands, judgments, orders, liabilities, damages, expenses and costs including without limitation all reasonable legal and professional fees and disbursements (together with VAT thereon) incurred by Tesseract arising out of or in connection with (i) a breach of Tesseract s or the 3rd Party Host s AUPs by the Customer, its employees or agents, or (ii) a breach of this Agreement by the Customer, or (ii) a claim by a third party that the Customer s data is an infringement of their intellectual property rights. 5. Licence 5.1. The effective date of this Agreement (the 'Effective Date') shall be the earlier of (i) the commencement date as specified above and (ii) the date on which the Customer first logs on to the Service This Agreement shall be for an initial term of 36 months from the Effective Date (the 'Initial Term') This Agreement shall automatically continue after the Initial Term, and shall continue unless terminated by the Customer by giving Tesseract 90 days advance notice, such notice to expire on or after the expiry of the Initial Term Notwithstanding any term of this Agreement, Tesseract may terminate this Agreement and terminate access to the Service, or suspend the Service, immediately by notice if the Customer: a. is in breach of any of its obligations (including without limitation payment of the charges on the due date) and, in the case of a breach capable of remedy, fails to remedy the same within 21 days after receipt of a notice giving full particulars of the breach and requiring it to be remedied. A breach shall be considered capable of remedy if the Customer can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence); b. makes any voluntary arrangement with its creditors or become subject to an administration order; c. has a receiver or administrative receiver appointed over any of its property; d. goes into liquidation; or e. ceases, or threatens to cease, to carry on business Tesseract may suspend the Service without liability if the 3rd Party Host suspends its hosting service on the basis that (i) it reasonably believes that its servers are being used in violation of its agreement with Tesseract; (ii) there is an attack on Tesseract s or the Customer s server(s), or there is another event for which the 3rd Party Host reasonably believes that the suspension of its hosting service is necessary to protect its network or its other customers, or (iii) it is required by law. Tesseract will give the Customer as much advance notice of such a suspension as possible, up to twelve hours unless the 3rd Party Host determines in its reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect its or its other customers from imminent and significant operational or security risk If the 3rd Party Host ceases permanently to provide its hosting service for whatever reason, Tesseract will use all reasonable endeavours to transfer the Service to a different 3rd Party Host without interruption of the Service. However, if Tesseract is unable to do so, it may terminate the Service on giving the Customer as much notice as reasonably practicable, but without liability to the Customer If Tesseract terminates this Agreement pursuant to clause 6.4 above, or if the Customer terminates in breach of this clause 6, in either case during the Initial Term, the Customer shall pay on demand recoverable as a debt an amount equivalent to the remaining monthly payments for the Initial Term, less 10% if termination is 6 months or more prior to the expiry of the Initial Term. The Customer agrees that this payment is agreed damages and a genuine pre-estimate of loss for the early termination of this Agreement taking into account but not limited to accelerated payment. continues - page 2/7

3 page 3/ The Customer will not be entitled to any refund or compensation for any loss or damage resulting from Tesseract terminating or suspending the Service in accordance with this Agreement Termination of this Agreement shall not affect any accrued rights or liabilities nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination If the Customer terminates this Agreement in accordance with clause 6.3, no later than thirty (30) days prior to termination of this Agreement, the Customer shall advise Tesseract as to the disposition of any Customer data that is stored as part of Service. Subject to payment of a reasonable service charge not to exceed one month s fee for the Service, Tesseract shall arrange for transfer in electronic format of such data to Customer no later than ten (10) days after termination of the Service after which Customer data shall be deleted by Tesseract. In the event no disposition instructions are provided or payment of the service charge is not made, or if Tesseract terminates this Agreement pursuant to clause 6.4, or the Customer terminates in breach of this Agreement, Tesseract may delete irretrievably any Customer data on termination or at any time following termination. 6. Fees 6.1. The fees for the Service are quarterly hosting fee, commencing on the Effective Date, based on the number of users, amount of data stored and the bandwidth used, plus Tesseract s standard charges at the time for any additional services as specified in the schedule ('Additional Services') Fees are payable quarterly in advance without prior invoice for the entire term of this Agreement. Charges for Additional Services will be invoiced periodically, and shall be payable on receipt of the invoice Tesseract shall be entitled to increase charges from time to time to accord with changes to its standard scale of charges by giving the Customer not less than three months prior notice after the initial term Time for payment is of the essence. Tesseract reserves the right to charge a compensatory fixed sum and statutory interest on overdue amounts in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended by The Late Payment of Commercial Debts Regulations Interest shall be calculated on a monthly basis. 7. Availability 7.1. Tesseract shall use all reasonable endeavours to ensure the Service is available for use 24 hours per day. However, the Service may be subject to essential and scheduled maintenance during which time the Service will be temporarily suspended. Where possible, Tesseract will provide the Customer with at least 24 hours prior notice of any such essential and scheduled maintenance The Customer agrees that Tesseract may interrupt the Service at any time for any duration without liability where necessary to prevent damage to the Service or improper or unlawful use of the Service, or for any emergency maintenance of the Hosted Server Platform Tesseract will endeavour to minimise client disruption in respect of scheduled or emergency maintenance and will endeavour to perform all such maintenance outside of the hours of 8am to 6pm GMT. Tesseract cannot accept any liability whatsoever for any loss or damage suffered by the Customer as a result of interruption to the Service Tesseract undertakes to pass on to the Customer the full benefit of any warranties and guarantees given to Tesseract by the 3rd Party Host in respect of network uptime, infrastructure and hardware. Tesseract will provide on request from the Customer, information on the 3rd Party Host s warranties and guarantees. continues - page 3/7

4 page 4/7 8. Back-ups 8.1. Tesseract shall store all Customer data created and managed by the Software on the 3rd Party Host s servers Tesseract shall procure that Customer data are backed-up as follows: a. incremental back-up of data shall be performed approximately hourly in respect of new transactions during the day, back-up stored on the 3rd Party Host s servers; b. daily back up of all Customer databases, back-up stored on the 3rd Party Host s servers; c. full back-up of all Customer data shall be performed daily, and stored separately on tape The back-up tapes are retained for 13 days. If the Customer requires data stored for longer than 13 days, Tesseract may provide copies of its databases for a charge Each customer s data are backed-up individually and can be restored separately Notwithstanding the provisions of this clause 10, Tesseract is not responsible for the integrity of the Customer s data or the fact that the data may be corrupt. 9. Upgrades 9.1. All upgrades to the Service software and infrastructure will be performed by Tesseract staff and are included in the quarterly fee. The Customer will have the ability to test the new version via Tesseract s Software Testing Environment prior to any upgrade on the production environment Upgrades will take place periodically, with new functionality added each time Upgrading to the latest version of the Service is mandatory for all customers. If the Customer would prefer not to upgrade Tesseract can provide a dedicated IIS server at additional cost Tesseract reserves the right to charge for any additional amounts charged to it during the term of this Agreement by third parties in respect of the 3rd Party Software. 10. Proprietary Rights All copyright and other intellectual property rights in the Software and the Service is and shall remain Tesseract s property and the property of its suppliers The Customer shall notify Tesseract immediately if it becomes aware of any unauthorised use of the Software or the Service. 11. Liability Tesseract accepts liability without limit for (i) death or personal injury caused by its negligence or the negligence of its employees acting in the course of their employment; (ii) any fraudulent pre-contractual misrepresentations made by Tesseract on which the Customer can be shown to have relied; and (iii) any other liability which by law cannot be excluded Tesseract accepts liability to pay damages to the Customer in respect of loss or damage arising out of Tesseract s breach of contract or negligence. Subject to clause 17.3 below, Tesseract s total liability to the Customer arising out of or relating to this Agreement, including without limitation in respect of performance or non-performance of obligations, whether in contract, tort (including without limitation negligence), statute or otherwise, will not exceed the total fees paid by the Customer in the year preceding the breach or negligent act in question. continues - page 4/7

5 page 5/ Notwithstanding Tesseract s obligations under clause 10 (Back-ups) in respect of the Customer s data or otherwise under this Agreement, Tesseract shall have no liability for any loss or damage caused, whether or not the Customer has advised Tesseract of the possibility of such loss arising or whether such loss was in the contemplation of the parties prior to or at the start of this Agreement, in no event will Tesseract have any liability, whether under contract, tort (including without limitation negligence) or otherwise for any loss of profit or revenue, loss of production, loss of or corruption to the Customer s data, loss of contracts or business opportunities, loss of goodwill or failure to achieve anticipated savings or benefits or for any type of consequential, special or indirect losses or damages, or in all cases any associated costs and expenses The Customer acknowledges and agree that the allocation of risk contained in this Agreement is reflected in the fees agrees by the parties. If the potential damage to the Customer for loss of or damage to its data is likely to be in excess of the limitation set out above, Tesseract urges the Customer to take other appropriate action to protect its data f any claim is made against the Customer that the Software or the Service infringes the United Kingdom patent, copyright, design or trademark rights of any other person, then Tesseract will pay the amount of any settlement, or damages and costs awarded against the Customer, plus in either case reasonable legal fees (if any) in connection with the claim, provided: a. the Customer gives Tesseract notice of receipt of any claim issued by a court within five (5) working days and of any claim received by the Customer within ten (10) working days of it becoming reasonably apparent to the Customer that the claim is serious; b. the Customer does not make any admissions in respect of such claim without Tesseract s written consent and the Customer complies with all reasonable instructions given by Tesseract; c. Tesseract is given control of any proceedings or negotiations in connection with the claim; d. the Customer gives Tesseract all reasonable assistance for the purposes of any proceedings or negotiations; e. except pursuant to a final award, the Customer does not pay or accept any such claim or compromise any such proceedings without Tesseract s consent. 12. Third Party Beneficiaries Tesseract s suppliers may enforce the terms of this Agreement subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act Except as provided in clause 19.1, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 13. Force Majeure Neither party shall be liable to the other for any failure or delay in the performance of its obligations caused by circumstances beyond its control which would include act of God, war, riot, sabotage, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, government action or regulations, delay by suppliers, accidents, and shortage of materials, labour or manufacturing facilities. continues - page 5/7

6 page 6/7 14. Assignment The Customer shall not assign or otherwise transfer this Agreement or any of its rights and obligations nor sub-licence the use (in whole or in part) of the Software or the Service without Tesseract s prior written consent. 15. Waiver Waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision. Tesseract s delay in exercising its rights under this Agreement or otherwise following a breach by the Customer shall not affect its right to so exercise. 16. Severance If any provision in this Agreement is held by any court or other competent authority to be illegal, void or unenforceable, then such provision shall be deemed to be severed, but the validity, legality and enforceability of the remaining provisions shall not be affected. 17. Variation No amendment to this Agreement may be made unless expressly accepted by Tesseract in writing. 18. Notices Notices under this Agreement shall be in writing and may be delivered by: a. first class post or by hand and addressed to the party concerned at its registered office or principal place of business; b. fax provided a confirmatory copy together with a copy of the relevant transaction report or slip printed by the transmitting machine is given by hand or sent by post within 24 hours of transmission addressed to the party concerned at its registered office or principal place of business; or c. by provided that a confirmatory copy together with a copy of any relevant transaction report or confirmation of sending produced by the transmitting computer is given by hand or sent by post within 24 hours of transmission addressed to the party concerned at its registered office or principal place of business Notices delivered by hand shall be deemed to have been given at the time of delivery Notices sent by post shall be deemed to have been received 48 hours after posting. In proving service by post (including proving postage of confirmatory copies of notices sent by fax or ) it shall only be necessary to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this clause A notice sent by is to be treated as served on the day upon which it is sent or the next working day where the is sent after 4 pm or on a day that is not a working day, whenever and whether or not it or the confirmatory copy is received. continues - page 6/7

7 page 7/7 19. Applicable Law English law applies to this Agreement and any dispute arising in connection with it is subject to the non-exclusive jurisdiction of the English courts. Signed For and on behalf of Cranbox Limited Date Signed For and on behalf of the Customer Date Please Print Name ends - page 7/7

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