Child Assist Pro Service Agreement
This Software as a Service Agreement is made on 04.01.2019 (the “Effective Date”) between Techniframe Ltd (Techniframe), 56 Gidlow Lane, Wigan, UK WN6 7DB and the subscribing organisation (hereby referred to as The Client).
Grant of License to Access and Use Service. Techniframe hereby grants to The Client, including to all The Client’s Authorized Users & Subsidiries, a non-exclusive, sublicensable, royalty-free license to access and use Child Assist Pro (the “Service”) solely for The Clients business operations, according to Techniframe’s terms and policies listed at https://cap.techniframe.uk/terms .
Fees. The Client shall pay Techniframe a monthly subscription fee of £29 per license (the “Subscription Fee”) for the Child Assist Pro product, provided under this agreement, which represents a 70% discount on the standard rate of £99 per month.
Support Services
Initial Support. From the period beginning on the Effective Date, and at Techniframe’s own discretion, Techniframe shall provide The Client with:
telephone or electronic (email) support during Techniframe’s normal business hours in order to help The Client locate and correct problems with the Service and any related software.
Payment. The Client shall pay the Subscription Fee upon registration, and each calendar month.
Taxes. Payment amounts under this agreement do not include Taxes, and The Client shall pay all Taxes applicable to their business operations under, and as a result of, this agreement. In the event of UK/EU tax law changes, Techniframe reserves the right to modify this agreement to take into account and/or reflect these changes.
Event of Non-Payments. In the event of The Client not fulfilling the agreement as detailed, Techniframe reserves the right to terminate the agreement and all software licences.
Service Levels
Applicable Levels. Techniframe shall provide the Service to The Client with a System Availability of at least 95% during each calendar month.
System Maintenance. Techniframe may take the Service offline for scheduled maintenances that it provides The Client the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and change its schedule of maintenances on written notice of one month.
System Availability Definition
“System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
• scheduled maintenance
• events of force majeure or acts of God
• malicious attacks on the system
• issues associated with The Client computing devices, local area networks or internet service provider connections, or
• Techniframe’s inability to deliver services because of The Client’s acts or omissions.
Data Protection. The Client shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party’s Data.
Data Privacy. EU law will be agreed to be followed by both parties.
Back-Up Data. On The Client request and payment of £25 per copy, Techniframe shall deliver to The Client a full back-up of The Client Data, in a format of Techniframe’s choosing.
Statistical Information. Techniframe may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service service, but only if such information does not identify the data as The Client or otherwise include The Client name.
Representations
Mutual Representations
Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
Execution and Delivery. The parties have duly executed and delivered this agreement.
Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any Law to which it is subject, any judgement, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.
Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.
No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
Techniframe’s Representations
IP Disclosure Schedule. Techniframe’s Disclosure Schedule lists any exceptions to its representations.
Ownership. [Except as disclosed in Techniframe’s Disclosure Schedule] Techniframe is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the Techniframe.
Status of Licensed Intellectual Property. [Except as disclosed in Techniframe’s Disclosure Schedule]Techniframe has properly registered and maintained all Intellectual Property included in the Service and granted under the agreement and paid all applicable maintenance and renewal fees.
No Conflicting Grant. [Except as disclosed in Techniframe’s Disclosure Schedule] Techniframe has not granted and is not obligated to grant any license to a third party that would conflict with the agreement detailed above.
No Infringement. [Except as disclosed in Techniframe’s Disclosure Schedule]The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party.
No Third Party infringement. [Except as disclosed in Techniframe’s Disclosure Schedule] To Techniframe’s Knowledge, no third party is infringing the Service.
Both parties agree to the terms and conditions of the agreement detailed above.
Regulation (EU) No 910/2014 (the eIDAS Regulation) has direct effect in EU Member States from 1 July 2016.
Articles 25(2) and (3) of the eIDAS Regulation provide that a qualified electronic signature shall have the equivalent legal effect of a handwritten signature.
Taking into account the points noted above, Techniframe will accept payment of a subscription as acceptance of the terms and conditions listed above.
Techniframe Ltd 04.07.2019