Effective date: March 1, 2016
(a) “Account Data” means data which pertains to the Subscriber and Users necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Users relating to contacts, matters, tasks or similar data.
(b) “Administrator” means the person designated by Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.
(d) “Confidential Information” means the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, client information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
(e) “Content” means any information or materials a User uploads or posts to the Service, including, without limitation, information about its Users or Registered Clients.
(f) “Data Protection Act” means the Data Protection Act 1998 as amended from time to time, or any legislation enacted in substitution for such legislation in the United Kingdom.
(g) ‘Good Industry Practice’ means the deployment of that degree of care and skill, technical resources and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the European Union.
(h) “Including” means ‘including, without limitation’ and ‘include’ and ‘included’ will be interpreted in like manner.
(i)“Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.
(j) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client (or representative of a client) of a Subscriber.
(k) “Regulator” means (i) for Subscribers practicing law in England and Wales, the Solicitors Regulation Authority; (ii) for Subscribers practicing law in Scotland, the Law Society of Scotland; and (iii) for Subscribers practicing law elsewhere in the European Union, the body which is responsible for regulating the provision of legal services.
(l) “Service” means the services provided from time to time by Hudson Innovate under the brand name ‘Halo NBI’ through the website located at www.halo-nbi-eu.azurewebsites.com.
(m) “Subscriber” means the entity (typically a law firm) which purchases the Service.
(n) “Security Emergency” shall mean a breach by Subscriber of this Agreement that (a) could disrupt (i) Hudson Innovate's provision of the Service; (ii) the business of other Subscribers; or (iii) the network or servers used to provide the Service; or (b) provides unauthorised third party access to the Service.
(o) “User” means an individual person, other than a Registered Client, provided with access to the Service by an Administrator.
2.1 Subscriber is granted a non-exclusive, non-transferable, limited licence to access and use the Service.
2.2 Hudson Innovate does not review or pre-screen Content and Hudson Innovate claims no Intellectual Property Rights in the Content.
2.3 Subscriber shall ensure that Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Users.
2.4 Subscriber shall not copy or resell the Service. Subscriber must not exploit access to the Service or any portion of the Service, including the HTML, cascading style sheet or any visual design elements otherwise than for Subscriber’s own internal business and for the design purpose of the Service.
2.5 Subscriber shall not modify, reverse engineer, adapt or otherwise tamper with the Service, except as mandated by law, or modify another website so as to falsely imply that it is associated with the Service, Hudson Innovate, or any other service provided by Hudson Innovate.
2.6 Subscriber shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
2.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
2.8 Except for the non-exclusive licence granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licences, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Hudson Innovate. Subscriber is not entitled or permitted to use the Service otherwise than through the medium of the internet-hosted version deployed by Hudson Innovate.
2.9 Hudson Innovate reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.
2.10 Hudson Innovate reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Hudson Innovate shall provide Subscriber with thirty days’ notice of any modification that materially reduces the functionality of the Service and in such circumstances Subscriber shall have the right to terminate this Agreement by contacting email@example.com.
2.11 Hudson Innovate reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repairs or installation of upgrades. Hudson Innovate will provide no less than two business days’ notice prior to any such suspension. Such notice may include posting a message using the Service. Hudson Innovate shall have the right to temporarily suspend access to the Service without notice in circumstances where urgent action is required to protect the Service if the delay caused by giving notice could cause material harm. Hudson Innovate shall use all reasonable endeavours to minimise operational suspensions in order to minimise disruption to the Service.
2.12 The Subscriber may elect to, at a regular interval, replicate all Content to a third party storage service (“Escrow Agent”) using the facilities provided within the Service. The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate Content on its own storage device.
2.13 Hudson Innovate uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements.
2.14 Subscriber grants to Hudson Innovate the right during Subscriber’s use of the Service, to store and process the Confidential Information for the sole purpose of performing Hudson Innovates’ obligations under the Agreement in accordance with its terms.
3.1 Only Users and Registered Clients are permitted to use the Service. In order to access the Service, Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Hudson Innovate.
3.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Subscriber shall use all reasonable endeavours to ensure that each Username is only used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users.
3.3 The Administrator shall have the authority to administer the subscription to the Service on behalf of the Subscriber and to designate additional Users and/or Administrators. Each Subscriber may have multiple Administrators. The Administrator shall have the authority to deactivate an active Username if the Administrator wishes to terminate access to the Service for that User.
3.4 Where a Subscriber has just one Administrator, it will provide Hudson Innovate with the name and contact information of a designated User for use as an alternative point of contact if Hudson Innovate is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.
3.5 As between Hudson Innovate and the Subscriber, any Content remains the property of the Subscriber.
3.6 Upon cancellation or termination of the Service, Hudson Innovate shall only liaise with the Administrator or the designated User described in Clause 3.4 above (if the Administrator is unable to be reached) regarding the retrieval of Content.
3.7 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.
3.8 The following provisions apply to the extent that Hudson Innovate provides access to the Service using an application programming interface (“API”):
(a) use of the API is subject to the terms of this Agreement;
(b) Subscriber is responsible for testing any use of the API to verify that it produces the desired results;
(c) Hudson Innovate shall have no liability whatsoever and howsoever arising for any processing, deficient processing or loss of Content which takes place externally to the Service by reason of the API or for any matters arising in connection with systems or services external to the Service directly or indirectly connected to the Service using the API;
(d) excessive use of the Service using an API (as determined by Hudson Innovate, after making a reasonable attempt to warn the Subscriber) may result in temporary or permanent suspension of access to the Service via an API; and
(e) Hudson Innovate reserves the right at any time to modify or discontinue, temporarily or permanently, access to and use of the Service via an API, with or without notice.
4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
4.2 Hudson Innovate acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties imposed by the Regulator) owed by the Subscriber to its clients.
5.1 Hudson Innovate shall provide a secure method of authentication and access to the Service, including:
(a) User password management and the protection of passwords by utilising code consistent with Good Industry Practice relating to password management; and
(b) Transmission of passwords in an encrypted format.
5.2 Except as set out in Clause 5.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content.
5.3 Subscriber will implement policies and procedures to prevent unauthorised use of Usernames and passwords, and will promptly notify Hudson Innovate upon suspicion that a Username or password has been lost, stolen, compromised, or misused.
5.4 At all times, Hudson Innovate, shall:
(a) use Good Industry Practice in relation to information security and processing Content;
(b) employ Good Industry Practice with respect to network security techniques, including firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
(c) ensure its hosting facilities use Good Industry Practices for security and privacy; and
5.6 Hudson Innovate shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Hudson Innovate reasonably believes has led to or is likely to lead to unauthorised access to, disclosure of, use of, or damage to Content (a “Security Breach”). Hudson Innovate shall make such report within 48 hours after learning of the Security Breach.
5.7 In the event of a Security Breach, Hudson Innovate shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and (d) use all reasonable endeavours to mitigate any harmful effect of the Security Breach.
6.1 References to ‘Data Controller’, ‘Data Processor’, ‘Personal Data’ have the meanings defined in the Data Protection Act.
6.2 Subscriber, acting as Data Controller, shall comply with the Data Protection Act.
6.3 Hudson Innovate, acting as Data Processor, shall comply with the 7th principle of the Data Protection Act. Consistent with the requirements of the 7th principle, Hudson Innovate shall:-
(a) act only on instructions from Subscriber or the Regulator in respect of any Personal Data processed by Hudson Innovate;
(b) have technical and organisational measures in place, having regard to the state of technological development and the cost of implementing any measures, against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Personal Data and the nature of the Personal Data;
(c) take reasonable steps, having regard to the state of technological development and the cost of implementing any measures, to ensure the reliability of any of its staff who have access to Personal Data processed in connection with this Agreement; and
(d) not transfer the Personal Data provided by Subscriber to a country or territory outside the European Economic Area without ensuring the Personal Data is afforded adequate protection within the meaning of the Data Protection Act.
6.4 Subscriber acknowledges that, with certain exceptions, Hudson Innovate support personnel do not have access to Content and will require permission from a User if asked to provide services related to a specific document (other than certain document restoration services which are provided without need for access). Subscriber shall instruct Users to provide Content access to Hudson Innovate personnel only on an as-needed basis and to terminate such access promptly after the need for such access has expired. In the performance of help desk support where file-sharing is used, it is the responsibility of Users to ensure that any and all sharing sessions are terminated.
7.1 Subscriber authorises and Hudson Innovate agrees to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) for access to Content pertaining to the clients and business of Subscriber.
7.2 Notwithstanding any other provisions of the Agreement, Hudson Innovate agrees to return, upon demand, in a complete, readable and understandable form, all Content. This obligation will prevail even if Subscriber is in breach of its obligations to Hudson Innovate or if Subscriber is in dispute with Hudson Innovate.
If Hudson Innovate is required by law to make any disclosure of Confidential Information, Hudson Innovate will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Hudson Innovate may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled to disclose.
9.1 Hudson Innovate maintains a managed backup service on servers located in the European Economic Area to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Hudson Innovate shall use such service to recover lost or corrupted Content at no cost to the Subscriber.
9.2 Following termination of the Service for any reason, Subscriber shall have ninety days to retrieve any and all Content before it is deleted.
10.1 In exchange for the Service, Subscriber shall pay the subscription fees agreed with Hudson Innovate and in the manner and at the times specified below.
10.2 All subscription fees are exclusive of VAT or other sales or use taxes which Subscribers agree to pay as required by law, subject to Hudson Innovate raising a valid VAT invoice.
10.3 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidental to using the Service including charges for Internet access, data roaming, and other data transmission charges.
10.4 Monthly Subscribers will be charged their inaugural monthly fee at the conclusion of their free trial period. Thereafter, they will be charged in advance each thirty days. Annual Subscribers will pay their annual fee in advance and will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.
10.5 Except in so far as the Service is unavailable by reason of the acts or omissions of Hudson Innovate and as set out in Schedule A, no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription.
10.6 The amount charged to the Subscriber on successive billing cycles will be automatically updated to reflect any changes to the Subscriber’s subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
10.7 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Hudson Innovate receives an amount equal to the sum it would have received had no such deduction or withholding been made.
11.1 The term of this Agreement is 3 years which shall commence from when the first User logs in to the Service and shall continue until such time as the Service is terminated (or as otherwise expressly set out in this Agreement). An Administrator may terminate the Service at the end of the current subscription period, which is 12 months from the start date. Without prejudice to Hudson Innovates’ rights and remedies expressly set out in this Agreement, Hudson Innovate is similarly entitled to terminate the Services (by giving notice to the Subscriber) at the end of the current subscription period.
11.2 The cost of the Halo NBI service is £10 / month for each User of the Registered Client. Additional fees will be charged for each additional third party integration used by each User to be agreed with the client prior to registration.
11.3 Without prejudice to any rights that have accrued under this Agreement or any of their rights or remedies, either party may at any time terminate this Agreement:
(a) by giving written notice to the other party with immediate effect if the other party commits a material breach of this Agreement (including failure to pay any amounts due under this Agreement for more than thirty days after the due date for payment) and fails to remedy that breach within a period of thirty days after being notified in writing to do so; or
(b) by giving thirty days’ written notice after the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
(c) by giving thirty days’ written notice after any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to Clause 11.3.b.
11.4 Subscriber shall remove all Content from the Service prior to termination of this Agreement. Hudson Innovate is authorised to delete and destroy all Content stored on the Service in the repository of Subscriber 90 days after the Agreement terminates. Hudson Innovate shall have no obligation to notify any Users of termination of this Agreement or the Service or the deletion of Content. Hudson Innovate shall have no liability to Subscriber or any Users related in any way to its deletion and destruction of Content in accordance with this Agreement. To the extent Subscriber requests the assistance of Hudson Innovate in converting, copying, deleting or otherwise affecting Content in connection with the termination of this Agreement, such services will be performed on a time and material basis at rates outlined in Hudson Innovate’ then-current price list and payment schedule.
11.5 As required by Clause 9 above (“Managed Backup and Archiving”), upon termination of a subscription, Content is made available to the Administrator or the designated User described in Clause 3 above. Following a period of no less than ninety (90) days from the termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.
12.1 Nothing in this Agreement shall exclude or limit any party’s liability for:
(a) death or personal injury resulting from that party’s negligence;
(b) that party’s fraud or statements made fraudulently by that party; or
(c) any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability.
12.2 No party will be liable under any circumstances for any:
(a) loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or
(b) pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or
(c) punitive or exemplary damages;
even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result.
12.3 will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of:
(a) back-up facilities available as part of the Service; or
(b) advice from help desk support or reasonable practices and tools promulgated by Hudson Innovate to avoid such loss or claims.
12.4 Hudson Innovates’ aggregate liability to Subscriber for any claims, losses, damages or expenses whatsoever and howsoever caused arising in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, shall not exceed the total fees (excluding VAT) for all Users paid by the Subscriber during the 12 months leading up to the date the claim first arose.
12.5 A Regulator may enforce any term of this Agreement. Otherwise, any rights of any person to enforce these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.
12.6 Hudson Innovate shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of Hudson Innovate (a “Force Majeure Event”).
13.1 Subscriber warrants and represents that it has the legal right to store, process and distribute Content using the Service.
13.2 Hudson Innovate shall use reasonable care and skill when performing the Services.
13.3 Hudson Innovate warrants that the Content will be encrypted and will be stored securely, having regard to the state of technological development and the cost of implementing any measures.
13.4 Each of the parties agrees to perform this Agreement in accordance with applicable laws.
13.5 Hudson Innovate warrants and represents that it is lawfully entitled to enter into this Agreement and to provide the Services without infringing the Intellectual Property Rights of any third party.
13.6 The Services may not be compatible with Subscriber’s computer and/or other equipment. The Service may not be error free. Hudson Innovate disclaims any warranty as to any results that may be obtained from the use of the Service. Nothing in this Clause 13.6 shall modify Hudson Innovates’ obligations under Clause 4 above (“Confidentiality”) or Clause 5 above (“Security and Access”).
13.7 Each party acknowledges and agrees that it has not entered into this Agreement on the basis of any representations or promises not expressly contained herein.
13.8 Except as specifically provided elsewhere in this agreement, Hudson Innovate hereby disclaims all warranties of any kind, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by Hudson Innovate.
14.1 Subscriber hereby agrees to indemnify and hold harmless Hudson Innovate from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:
(a) Users’ breach of any obligation stated in this Agreement, and
(b) Users’ negligent acts or omissions.
14.2 Hudson Innovate will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with legal advisers reasonably acceptable to Hudson Innovate. Hudson Innovate reserves the right to participate in the defence of the claim, suit, or proceeding, at Hudson Innovates’ expense, with counsel of Hudson Innovates’ choosing.
14.3 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Hudson Innovate shall indemnify, defend and hold Subscriber harmless from and against any and all direct party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Service infringes any Intellectual Property Rights of any third party.
14.4 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Subscriber shall indemnify, defend and hold Hudson Innovate harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content infringes any Intellectual Property Rights of any third party.
14.5 Any indemnity given by Hudson Innovate to Subscriber under this Agreement is subject to the pre-condition that (i) Subscriber must mitigate its loss; (ii) Hudson Innovate is given prompt and complete control of the claim giving rise to the indemnity (at Hudson Innovates’ cost); (iii) Subscriber does not prejudice Hudson Innovates’ defence of such claim; (iv) Subscriber gives Hudson Innovate all reasonable assistance with such claim (at Hudson Innovates’ cost); and (v) the claim does not arise as a result of any breach of Subscriber’s contractual obligations to Hudson Innovate or other acts or omissions of Subscriber.
15.1 Hudson Innovate shall be entitled to subcontract part, but not the whole, of the Service. To the extent that Hudson Innovate does subcontract any part of the Service, Hudson Innovate shall:
(a) be responsible for the acts and omissions of its subcontractors;
(b) procure from subcontractors obligations and restrictions consistent with Hudson Innovates’ obligations and restrictions in this Agreement (including those relating to confidentiality, data protection and use of Content); and
(c) exercise reasonable care and skill in the appointment of subcontractors.
15.2 Technical support and training are available to Users with active subscriptions, and is available by telephone or email.
15.3 Hudson Innovate may provide the ability to integrate the Service with third party products and services at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Where such third party providers are based outside of the European Economic Area and data is transferred to them, this may mean that the Subscriber’s data is not stored in accordance with the Data Protection Act. Subscriber agrees that Hudson Innovate has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. Hudson Innovate can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Schedule A, such calculation does not include the unavailability of any integration or any third party products or services.
15.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
15.5 This Agreement constitutes the entire agreement between Subscriber and Hudson Innovate and governs Subscriber’s use of the Service, superseding any prior agreements between Subscriber and Hudson Innovate (including any prior versions of this agreement).
15.6 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Clause 15.6 shall be void and of no effect.
15.7 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to the exclusive jurisdiction of the courts in England, Wales and Ireland.
Hudson Innovate shall provide Support Services in accordance with the Service Level Commitments and Support Services Terms as defined herein. In the event of any conflict between the remainder of the Agreement and the Service Level Commitment and Support Services Terms, the Service Level Commitment and Support Services Terms will prevail. The Service Level Commitments and Support Services incorporate the definitions set forth in Clause 1 of the Agreement.
(a) “Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.
(b) “Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.
(c) “Downtime” means any period, greater than ten minutes, during which the Subscriber is unable to access or use the Service because of a Service Outage, excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or synch functions of the Service.
(d) “Recurring Downtime” means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. PST.
(e) “Request” means a modification to the Service outside of the scope of the functional specifications.
(f) “Scheduled Downtime” means the time period identified in advance by Hudson Innovate in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.
(g) “Service Outage” means a situation in which the data centres hosting the Service are not accessible as a result of failures at the data centres (as distinguished from the internet provider of any User or any intervening server) or the failure of Hudson Innovate to provide login ability. A decrease in system response time due to a temporary failure of a non-critical component shall not constitute a Service Outage.
(h) “Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month.
(i) “User Administration Support” means issues that have an impact on the usability of the Service and are addressable through the adjustment of Users’ access privileges, processes or procedures.
Hudson Innovates’ obligations do not extend to Service Outage or other issues caused by:
1. any modification of the Service made by any person other than, or on behalf of, Hudson Innovate;
2. any third party hardware or software used by Subscriber or any Registered Clients;
3. the improper use of the Service;
4. the accidental or deliberate damage to, or intrusion or interference with the Service not caused by Hudson Innovate;
5. the use of the Service other than in accordance with any user documentation published by Hudson Innovate or the reasonable instructions of Hudson Innovate;
6. test or training instances of the Service provided to Hudson Innovate;
7. connection failures, latency problems and similar factors caused or affected by difficulties with the User’s (or internet service provider’s) internal network or general internet conditions;
8. Force Majeure Events.
Hudson Innovate will use commercially reasonable efforts to provide at least 24 hours prior notice before implementing any Scheduled Downtime. If the Subscriber experiences an Uptime Percentage of less than 99.9% in any calendar month, Hudson Innovate will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the SLC Credits table below multiplied by the Subscriber’s fees paid to Hudson Innovate for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). The SLC Credit is Subscriber’s sole and exclusive remedy for any failures of the Service to perform in accordance with the Agreement, which are covered by SLC Credits.
Equal to or greater than 99% but less than 99.9%
Less than 99%
Subscribers who are past due on any payments owed to Hudson Innovate are not eligible to receive SLC Credits. Hudson Innovate will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Hudson Innovate within thirty days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.
Hudson Innovate will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any user documentation published by Hudson Innovate; (b) visits to Subscriber’s premises; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services associated with the Service, including, without limitation, any custom development, or data modelling.
Hudson Innovate will provide email and/or phone support, excluding Hudson Innovate corporate holidays and national U.K. holidays except where noted.
Questions regarding the Haslo NBI Terms of Service should be addressed to firstname.lastname@example.org or
Teign Road, Newton Abbot, Devon, United Kingdom