1. Terms and Conditions:
This document is provided in good faith and without prejudice, and intends to define the scope of our relationship. In the event that you are representing a company or other organisation, you hereby state that you are duly authorized to do so.
2. The Parties to this Agreement
The Parties to this agreement are The Humotronix and You, the Customer, as described herein.
The Humotronix has developed certain software products and modules which the Customer is interested in using as an end-user.
4. Commencement & Duration
This agreement will commence from the date of submission of this form and will remain in force until terminated on one calendar month's written notice by either party.
5. Limit of Liability and Warranty
The limits to warranty and liability for goods and services provided by the Humotronix, as laid out in this sub-section, are not intended to super-cede standard consumer/corporate rights. Within the bounds of current consumer/corporate rights legislation: You acknowledge that you have reviewed and evaluated Humotronix products and services, confirming their fitness and suitability for your purposes. In view of this evaluation, you agree that products and services supplied by Humotronix, beyond those features viewed and evaluated by yourself, are without warrant of performance, to the extent permitted by applicable law, and furthermore, that Humotronix does not warrant that products and services are without defect. The liability of Humotronix to you or other parties associated with you (Staff, Associates, Partners, Customers, Suppliers), in terms of this agreement, will be strictly limited to rectifying any malfunction within a reasonable time and free of charge, provided that the Humotronix are immediately notified of the malfunction and provided that a third party has not interfered with the system. Without limiting the generality of this clause, Humotronix will not be liable for any delay, downtime, errors, data loss, failure, damage or injury howsoever caused. You accept that Humotronix assumes no responsibility for loss of income, data or any other loss that you or other parties associated with you (Staff, Associates, Partners, Customers, Suppliers) may incur resulting either directly or indirectly from any products or services provided by Humotronix, or which arises from any act or omission of Humotronix or its consultants, agents or employees.
You agree to pay all invoices due to Humotronix timeously as follows: 50% non-refundable deposit payable on all setup fees with 50% payable on completion. Monthly fees for products/services/module rentals will be invoiced in advance in the preceding month and are to be paid within 30 days of date of invoice. Monthly module rental fees are payable from the start of the project, during system setup/development or from the installation date of the system, whichever comes first. All fees exclude VAT where applicable. If you are exempt from VAT for any reason, the onus is on you to inform us of this so that the correct accounting procedures can be put in place. Without prejudice to any other remedy which we may have, we may, in the event that you default in your obligations in terms of this agreement and without notice, remove, reclaim or otherwise terminate products and services being provided to you. In such event, the limitations of liability, and indemnities will apply. You will be held liable for any legal fees incurred in the recovery of outstanding monies owing to us. Humotronix reserves the right to increase monthly/recurring fees in line with inflation, and such increases, if applicable, will be effected in January each year.
7. Software Licensing
Where applicable Humotronix grants you a license to use Humotronix products for the duration of this agreement, for the benefit of yourself and your organization solely through the installation of a single copy of Humotronix software on server hardware provided by yourself at your premises, or a location specified by you, or as a hosted service provided by Humotronix. You may not copy, sell or otherwise transfer licenses or provide any unauthorized person with access to Humotronix products, source code or passwords.
You acknowledge full responsibility for the backing-up of any data residing on any Humotronix product or service related database. Data extraction tools are provided by Humotronix but the responsibility of backing up data remains with you at all times.
The Blue Box cannot warrant that the hardware provided by you will be compatible with our systems, as such the onus is on you to ensure compatibility with our software. Ownership and risk in all hardware will remain with you. The maintenance and repair of the hardware will remain your responsibility. You are responsible for the repair and, if necessary, replacement of all hardware relating to Humotronix software. In the event that hardware becomes non-functional to the extent that it cannot operate, the Blue Box's obligations in terms of this agreement will be suspended and, unless otherwise agreed in writing, you shall remain liable for any software license and software support fee.
10. Confidentiality and Non Disclosure
Both parties may be exposed to sensitive information relating to the business activities of the other. Each party undertakes to treat such information with care and diligence, and to avoid any unnecessary disclosure of the same to unrelated parties.
11. Intellectual Property, Code Ownership and Data Ownership rights
You acknowledge that all present and future intellectual property rights used or embodied in Humotronix products or services, including enhancements specifically relating to your projects, remain the sole property of Humotronix. You will not question or dispute the ownership of such rights at any time during the period of this agreement or thereafter. Where portions of The Humotronix offering are provided as 3rd Party Open-Source add-ons, your are bound by the Terms and Conditions related to the specific add-on, which are provided with the code for that portion. Humotronix acknowledges that all data held in your database, which has been added by you through use of our systems, is your exclusive property. Such data will be available to you at any stage during the period of this agreement or within 30 days of termination.
12. Data Protection
Under the Data Protection Act, we have a legal duty to protect any personal information we collect from you. We will only use personal information you supply to us for the reason that you provided it for. We will only hold your information for as long as necessary to fulfil that purpose. We will not pass your information to any other parties. In the same way, you have a responsibility to protect any personal information entered or otherwise captured/imported by you, your staff, your agents or any other authorised data capturer into the Humotronix System. You agree to be bound by the current Data Protection Act and will not infringe upon the rights of the individuals to whom this data belongs. You agree to take all necessary precautions and safety measures to protect this data from being stolen or abused in any way.
Hosting for your Humotronix system is provided within our cloud hosting environment based in the UK unless previously agreed otherwise. We provide free hosting for each system based on the number of modules rented - up to a value of approx. £10 per module. For example, if you rent 3 modules from us you will get a monthly hosting credit of £30 towards your cloud hosting. This normally comfortably covers monthly fair system use up to 60,000 page requests and 45 million database queries per month and hard-drive usage up to 150GB. For a single module rental these figures would be 20,000 page requests and 15 million database queries per month and hard-drive usage up to 50GB. If your system exceeds these fair-usage guidelines, and costs us more that £10 per module per month, we reserve the right to add the additional cost + a 10% admin charge to your monthly invoice. Please note that the values mentioned above are for illustrative purposes only - each system consumes cloud hosting resources differently. Ultimately the decision to charge extra for hosting will be based on the direct cost to us exceeding the guideline amounts mentioned above.
14. Service Levels (The SLA Clause)
This clause outlines the service levels offered by Humotronix to users of our software. The purpose of this clause is to ensure that proper mechanisms are in place to provide high quality service and support to Humotronix users and to provide a clear description of service ownership, roles and responsibilities, service quality metrics, and available support. As system users, you and your team/staff/associates/customers or other users of your system will be responsible for consuming services offered in a non malicious manner, protecting and backing up your data, and promptly reporting encountered problems. Humotronix staff, partners and associates will be responsible for handling issues related to software support, maintenance and failure. Hardware/network issues are not the responsibility of the Humotronix and must be referred to their related suppliers. Availability of services offered: Under normal conditions, Humotronix software will be available 24 hours a day 7 days a week. Service interruptions for emergency fixes and unscheduled outages: Due to unpredictable nature of such occurrences it is not possible to specify the exact outage duration, however due diligence will be taken to resolve them in a timely manner. Performance of services offered: Humotronix2.0 is a web-based application. The software will perform according to the speed of the connection between the client (browser) and the server hosting the software. Code Updates and Roll Back Facility: Humotronix2.0 is updated weekly on average and some updates can cause interruptions to normal services based on unique installation configuration or bugs. In this instance a roll-back option is provided to ensure system availability while the issues are resolved. Available support and means of problem reporting: System users are kindly requested to firstly deal with their direct account manager/partner for support before approaching Humotronix support structures. Available user support for application usage includes self-service via the Humotronix website knowledge base. The Humotronix callcenter is available, as second-tier support via email, skype, online chat and direct telephone contact to assist with software related issues. Support is provided during office hours on weekdays. After hour support is available via emergency mobile numbers but no response time is guaranteed in this regard. Examples of Service Procedures and Responses Critical Outage - no service available: user logs call with partner/agent or callcenter. Issue is immediately attended to and the problem is resolved as a matter of urgency. Partial Outage - services are generally available, some features are not, but work-arounds are possible: user logs call with partner/agent or callcenter. Issue is attended to within 24 hours or as soon as possible thereafter. Feature Request - services are available, but a new feature is requested: user logs call with partner/agent or callcenter. Issue is logged and either developed free of charge as a generic feature, or quoted on for purchase as a specific user request. All requests will be logged and communicated back to stakeholders via the Humotronix task system.
15. Breach and Termination
Without prejudice to any other remedies, which either of the parties may have, if either party is in breach of any term of this agreement the aggrieved party will be entitled to require that the breach be rectified in 7 days and, if the breach is not rectified within the said period, the aggrieved party may terminate this agreement forthwith. Either party may, in any event, terminate this agreement within one calendar month of providing written notice (via email or post).
16. Assignment, cession and delegation
You may not assign, cede, delegate or transfer any rights or obligations in terms of this agreement to any other party without the prior written consent of Humotronix, which consent we will not unreasonably withhold. Humotronix may, with notice, assign, cede, delegate or transfer any rights or obligations in terms of this agreement to a third party.
No indulgence granted by a party shall constitute a waiver of any of that party's rights under this agreement. This agreement constitutes the entire contract between the parties with regard to the matters dealt with in this agreement and no representations, terms, conditions or warranties not contained in this agreement shall be binding on the parties. No agreement varying, adding to, deleting from or cancelling this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.