Product Specific Terms - Archive

Re-Sale of Third Party Software Terms

Effective From 1st December 2021 to 30th June 2023

These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are accepting these terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind Your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that You represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a verbal or written acceptance of a quote provided to You by Eficode UK for the provision of Third Party Software, or payment of an invoice presented to You by Eficode UK for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode UK is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode UK.

1. INTERPRETATION

1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

1.2 Any reference to the singular will include the plural and vice versa.

2. PRECEDENCE 

2.1 These terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom or practice.

3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

3.1 When You place an Order You accept all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise (“Third Party Agreements”) where applicable pertaining to the purchase and/or use of Third Party Software. Eficode UK shall provide all applicable Third Party Agreements to You at Your request.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement – Click here to see page.

b) Atlassian Cloud Terms of Service – Click here to see page.

GitLab Third Party Agreement is as follows: Click here to see page.

3.2 Third Party Agreements are between You and the Third Party Software vendor. Eficode UK has no authority to amend, waiver or otherwise change or negotiate changes of any kind to the terms of any Third Party Agreement.

3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

4.WARRANTY AND DISCLAIMER 

4.1 Eficode UK represents and warrants it is an authorised reseller of the Third Party Software.

4.2 Eficode UK shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

4.3 A Third Party Software vendor may from time to time amend its prices. Eficode UK shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode UK will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode UK’s website or social media accounts. 

4.4 EFICODE UK MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE SUITABILITY, FITNESS FOR PURPOSE, QUALITY OR PERFORMANCE OF THE THIRD PARTY SOFTWARE FOR YOUR REQUIREMENTS. 

4.5 EFICODE UK DISCLAIMS ALL LIABILITY WHATSOEVER FOR THE THIRD PARTY SOFTWARE.

5. PAYMENT TERMS 

5.1 Third Party Software licences will only be supplied to You upon Eficode UK’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode UK representative. 

5.2 Eficode UK may introduce You to third parties such as finance brokers that are able to provide You with financing options for the purchase of Third Party Software from Eficode UK. If you procure Third Party Software from Eficode UK via a finance provider, bank, lender or other third party (the “Lender”), Eficode UK shall supply the Third Party Software to You upon receipt of invoicing instructions from the Lender. Eficode UK reserves the right, in its sole discretion and without notice, to repossess the Third Party Software should Eficode UK's invoice not be paid in full and cleared funds by the Lender within 5 working days of the invoice date.

5.3 Any additional Third Party Software products, features, users or otherwise that You may on occasion purchase or use including but not limited to apps, add-ons, plugins and integrations that Eficode UK is subsequently charged for by the Third Party Software vendor will be invoiced to You by Eficode UK.   

5.4 You shall pay any invoices submitted to You by Eficode UK within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

5.5 All sums payable to Eficode UK under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

5.6 You have thirty (30) days from the date Eficode UK places an order with the Third Party Software Vendor on Your behalf with which to request an amendment or refund from Eficode UK. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode UK will provide the applicable refund terms to You at the point of Order at Your request.

6. TERM 

6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

7. LIMITATION OF LIABILITY 

7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

7.2 NOTWITHSTANDING SECTION 4 OF THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE UK"S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED GREAT BRITISH POUNDS (£100.00).

8. DATA PROTECTION 

8.1 Your data is processed in accordance with our Privacy Policy: https://www.eficode.com/trust-centre-uk/privacy/privacy-policy.

9. FORCE MAJEURE 

9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party.

10. SURVIVING PROVISIONS 

10.1 Any provision contained in these Terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect for such period as is necessary.

11. SEVERABILITY 

11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

12. WAIVER

12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

13.1 These Terms shall be governed by and construed in all respects in accordance with English law and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”) which may arise out of or in connection with these Terms.

Effective From 1st December 2021 to 17th March 2022

These Re-Sale of Third Party Software Terms (the “Terms”) are between Eficode US and You. 

“Eficode US” means Eficode US, inc, a company registered in the State of Pennsylvania under entity number 4177603, whose registered address is 2401 Walnut Street, Suite 102, Philadelphia, PA 19103-4341, USA.

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are accepting these terms on behalf of an entity, you represent and warrant that: 

1. you have full legal authority to bind your employer or any such entity to these Terms; 
2. you have read and understand these Terms; and 
3. you agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date you place an Order (the “Effective Date”). “Order” means a verbal or written acceptance of a quote provided to you by Eficode US for the provision of Third Party Software, or payment of an invoice presented to you by Eficode US for the provision of Third Party Software, or the use by You of any Third Party Software for which Eficode US is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Eficode US.

1. INTERPRETATION

1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

1.2 Any reference to the singular will include the plural and vice versa.

2. PRECEDENCE 

2.1 These terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom or practice.

3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

3.1 When you place an Order You accept all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise (“Third Party Agreements”) where applicable pertaining to the purchase and/or use of Third Party Software. Eficode US shall provide all applicable Third Party Agreements to You at Your request.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement – Click here to find out more.

b) Atlassian Cloud Terms of Service – Click here to find out more.

GitLab Third Party Agreement is as follows: Click here to find out more.

3.2 Third Party Agreements are between You and the Third Party Software vendor. Eficode US has no authority to amend, waiver or otherwise change or negotiate changes of any kind to the terms of any Third Party Agreement.

3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

4.WARRANTY AND DISCLAIMER 

4.1 Eficode US represents and warrants it is an authorised reseller of the Third Party Software.

4.2 Eficode US shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

4.3 A Third Party Software vendor may from time to time amend its prices. Eficode US shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Eficode US will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Eficode US’s website or social media accounts. 

4.4 Except as expressly provided herein, Eficode US makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements. 

4.5 Eficode US disclaims all liability whatsoever for the Third Party Software.

5. PAYMENT TERMS 

5.1 Third Party Software licences will only be supplied to You upon Eficode US’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Eficode US representative.  

5.2 Any additional Third Party Software products, features, users or otherwise that You may on occasion purchase or use including but not limited to apps, add-ons, plugins and integrations that Eficode US is subsequently charged for by the Third Party Software vendor will be invoiced to You by Eficode US.   

5.3 You shall pay any invoices submitted to You by Eficode US within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Eficode US any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

5.5 All sums payable to Eficode US under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

5.6 You have thirty (30) days from the date Eficode US places an order with the Third Party Software Vendor on your behalf with which to request an amendment or refund from Eficode US. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Eficode US will provide the applicable refund terms to you at the point of Order at your request.

6. TERM 

6.1 These Terms are effective as of the Effective Date and continue in full force and effect until expiration of all Third Party Software Agreements.

7. LIMITATION OF LIABILITY 

7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

7.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFICODE US AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED US DOLLARS ($100.00).

8. DATA PROTECTION 

8.1 Your data is processed in accordance with our Privacy Policy.

9. FORCE MAJEURE 

9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party. 

10. SURVIVING PROVISIONS 

10.1 Any provision contained in these Terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect for such period as is necessary.

11. SEVERABILITY 

11.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

12. WAIVER

12.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

13. GOVERNING LAW

13.1 These Terms shall be governed by and construed in all respects in accordance with the law of the State of Pennsylvania and the Parties irrevocably agree that the courts of the State of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”)which may arise out of or in connection with these Terms.

ClearHost Terms

Effective From 1st December 2021 to 30th June 2023

These ClearHost Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of ClearHost, a signed Statement of Work for provision of ClearHost, payment of an invoice presented to You by Eficode UK for the provision of ClearHost, or the use by You of ClearHost, whichever is earlier.

Your use of ClearHost is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Account Information”means information about You that is provided to Eficode UK in connection with the creation or administration of ClearHost. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with ClearHost.

“Application” means the software applications as documented in the Contractual Documents.

“ClearHost” means the hosting and hosting support services currently branded as “ClearHost” or “GitLabGo” and made available by Eficode UK.

“Content” means content that You or any User transfers to Eficode UK for processing, storage or hosting in connection with ClearHost and any computational results that You or any User derive from the foregoing through use of ClearHost. Content does not include Account Information.

“External Storage” means the data storage associated with ClearHost which will persist beyond the life of the Host.

“Host” means a virtualised server deployed to support one or more Applications.

“Infrastructure” means the ancillary systems supporting the delivery of the Host systems to You.

“Platform” means the Host and associated Infrastructure that provide the basis for the ClearHost delivery.

“Recovery Time Objective” means the maximum desired length of time between an unexpected failure or disaster and the resumption of normal operations and Service levels.

“Recovery Point Objective” means the maximum acceptable amount of data loss measured in time.

“Regions” means the physical location of a cluster of Amazon Web Services data centres.

“Request” means a ticket raised by authorised personnel of You for support from Eficode UK via the Service Desk.

“Service Desk” means the online portal through which You can raise a Request to Eficode UK.

“Special Category Data” has the meaning assigned to it under Article 9 of the UK GDPR.

“Third Party Agreements” means all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise.

“User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. DATA PROTECTION AND SECURITY

3.1 You will provide Eficode UK with a list of authorised personnel and technical contacts who will be responsible for Service delivery on Your behalf. An additional list of Users who will be authorised to raise Service Desk Requests will also be provided to Eficode UK by You. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

3.2 You may specify the Regions in which the Your Content will be stored. Eficode UK will not access or use Your Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a court order. Eficode UK will not:

a. disclose Your Content to any third party; or

b. move Your Content from the Regions selected by You; except in each case as necessary to comply with the law or a court order. Unless it would violate the law or a court order, Eficode UK will give You notice of any such legal requirement or order. Eficode UK will only use Your Account Information in accordance with the Privacy Policy posted on the Eficode UK website, and Your consent to such usage. The Privacy Policy does not apply to Your Content.

3.3 Eficode UK will implement reasonable and appropriate measures designed to help secure Your Content against accidental or unlawful loss, access or disclosure including the provision and configuration of one or more firewalls to secure the application servers.

3.4 Eficode UK will implement appropriate access controls applying the principle of least privilege in the delivery of ClearHost.

3.5 Eficode UK undertakes to manage the patching of the various operating systems supporting ClearHost in accordance with a planned schedule.

3.6 Security and vulnerability alerts are available for all operating systems (AWS Linux) implemented by Eficode UK on Your behalf. Eficode UK will monitor these alerts and provide timely and effective resolution of any issues found.

3.7 Delivery of patches to the system will be conducted under change management processes as per Section 10 of these Terms and will be applied within scheduled maintenance periods.

3.8 Critical operating system and application patches will be applied within 7 working days of release into the public domain. This applies to supported operating systems (AWS Linux) and any applications supporting the Service including firewalls, web server and end user applications.

3.9 Eficode UK will provide back ups and monitoring of backup processes. A daily backup is taken between 02:00 and 06:00 (GMT/BST). Backups are retained for a period of thirty one (31) days before being destroyed.

3.10 You must notify Eficode UK as soon as reasonably possible of any data loss or corruption.

4. YOUR RESPONSIBILITIES

4.1 Except to the extent caused by Eficode UK's breach of the Terms You are responsible for all activities that occur under Your account, regardless of whether the activities are authorized by You or undertaken by You, Your employees or a third party (including Your contractors, agents or Users). Eficode UK and Eficode UK’s Affiliates are not responsible for unauthorized access to Your account.

4.2 You will ensure that the Content does not breach any Applicable Law, relevant policy or the Terms. You are solely responsible for the Content.

4.3 You warrant that Your Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the relevant Third Party Agreements. Notwithstanding any other provision to the contrary, Eficode UK has no liability under the Terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

4.4 Except where explicitly expressed in the Terms You are responsible for taking appropriate action to secure, protect and back up Your account and Content.

4.5 You will be responsible for the access controls applied against the Users of the Applications through password management and the adding and/or removing of Users from LDAP / AD and Your identity provider. 

4.6 You will be deemed to have taken any action that You permit, assist or facilitate any person or entity to take related to the Terms, Your Content or use of ClearHost. You are responsible for Users’ use of the Content and ClearHost. You will ensure that all Users comply with Your obligations under the Terms and that the terms of any agreement between You and a User are consistent with these Terms. If You become aware of any violation of Your obligations under the Terms caused by a User, You will immediately suspend access to the Content and ClearHost by such User. 

4.7 You are responsible for the management of any third party You involve in the system implementation and ongoing service including infrastructure and networking providers where applicable.

5. LIMITATION OF LIABILITY

5.1 Eficode UK’s total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage, costs, claims, expenses arising or in connection with these Terms, including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of three hundred thousand pounds (£300,000).

6. HOSTING SUPPORT

6.1 Eficode UK will implement, manage and monitor ClearHost in accordance with the Terms and the Agreement.

6.2 The Service in relation to ClearHost includes monitoring and alerting of the Host Infrastructure and Applications twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

6.3 To raise a Request via the Service Desk You must follow the process as defined in the Support Terms posted on the Eficode UK website.

7. INCIDENT MANAGEMENT

7.1 Eficode UK will notify You of any incidents impacting You as soon as reasonably possible.

7.2 Eficode UK will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to You.

7.3 You must notify Eficode UK of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar. 

7.4 You are responsible for communicating any incident updates to other Users as required. 

8. ESCALATION PROCEDURE

8.1 If You are not satisfied with the response to a Request raised via the Service Desk, You must follow the escalation procedure.

8.2 You will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

8.3 If You are unable to reach a satisfactory resolution with the Team Leader You may escalate the issue to the below Eficode UK contact:

Eficode UK Contact: Lewis Lovelock (IT Operations Manager)

Contact Email: lewis.lovelock@eficode.com

Contact Phone: 07557 956182

9. UPDATE MANAGEMENT

9.1 Platform release and feature release upgrades are not included in ClearHost.

9.2 Eficode UK may upon request perform updates to the Applications at an additional charge.

9.3 Any agreed updates will be performed under the change management process in Section 10 and within scheduled maintenance.

10. CHANGE MANAGEMENT

10.1 A formal change management process will be used for any significant change to the ClearHost provision undertaken by either You or Eficode UK, unless otherwise agreed in writing.

10.2 The change management process will include but may not be limited to the following steps:

1. Statement of change
2. Requirements gathering
3. Requirements sign-off
4. Project specification
5. Specification review
6. User acceptance testing
7. Project scheduling
8. Changes affected
9. Project review
10. Project sign Off

10.3 Both Eficode UK and You may identify and notify the other Party of any required changes. 

10.4 Eficode UK shall be responsible for planning changes and the release thereof. Change release plans shall be submitted to You for approval and sign off.

10.5 Eficode UK shall be responsible for the project management and completion of any approved changes and the documentation of any configuration changes.

10.6 Changes under this Section 10 may be subject to additional charges. Where subject to an additional charge this will be specified in the change plans submitted to You for approval and sign off.

11. DISASTER RECOVERY AND BUSINESS CONTINUITY

11.1 Eficode UK has a business continuity plan and testing schedule that is kept under regular review.

11.2 The systems forming ClearHost are monitored at all times and Eficode UK is alerted to any abnormalities.

11.3 Eficode UK shall notify You as soon as reasonably practicable in the event of a system failure or performance issue.

11.4 You shall, as soon as reasonably practicable, notify Eficode UK of any system failure or performance issue You identify.

11.5 Eficode UK will use all reasonable endeavours to restore ClearHost within the following objectives:

a. Recovery Time Objective of  four (4) hours

b. Recovery Point Objective of twenty four (24) hours

12. TERMINATION

12.1 All termination requests are subject to verification of ownership of the account.

12.2 Upon the effective date of termination access to ClearHost will be disabled.

12.3 Eficode UK will export a backup of Your data and store it in a secure SFTP site accessible to You for thirty (30) days. Thirty (30) days after the termination effective date (or earlier if requested by You) the data on the SFTP site and the Infrastructure will be securely deleted by Eficode UK in accordance with Eficode UK’s disposal policy.

13. EXCLUSION OF TERMS

13.1 Postponement Charges shall not apply to the provision of ClearHost.

ClearHost Service Level Agreement

Support Terms

Effective as of 21st September 2022 to 30th June 2023

These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

“You” means the entity You represent in accepting these Terms or, as applicable You individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind Your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that You represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Eficode UK for the provision of the Support, or the use by You of the Support, whichever is earlier.

Your use of Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Application”means the software applications as specified in the Contractual Documents. 

“Charging Blocks” means each 15 minute block of time between acknowledgement of Your Request via the Service Desk and Eficode UK's response to the request.

“Fair Usage” You may exceed Your Support Hours up to a maximum of fifty percent (50%) for a total of two (2) consecutive months within the Term.

“Request”means a ticket raised by Your authorised personnel for Support from Eficode UK via the Service Desk. 

“Service Desk”means the online portal through which You can raise a Support Request to Eficode UK.

“Support”means the Services currently branded as “Support” and made available by Eficode UK.

“Support Hours” means the number of monthly Support hours purchased, as specified on the Order.

“Term” means twelve (12) months from the start date specified in Your onboarding email. 

“User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. CHARGES

3.1 Your utilisation of Support Hours shall be recognised in Charging Blocks. If You exceed Your purchased monthly Support Hours Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) to levy Charges at the then current rate for any usage in excess of Fair Usage and You shall pay all undisputed invoices for such Charges in accordance with the Agreement. 

3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support Hours shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full. 

3.3 Any on-site assistance requested by You or additional materials required to fulfil a Request shall be chargeable to You.

3.4 Eficode UK retains the sole right to decide whether Support will be delivered remotely or on site at all times.

3.5 Support does not include system recovery from cyber-attacks.

3.6 Support is billed annually (“Billing Cycle”)

4. SUPPORT

4.1 You will provide Eficode UK with such facilities and assistance as reasonably may be required to provide the Support. Eficode UK will not be liable for where it cannot provide Support as a result of Your failure to provide such facilities or assistance.

4.2 Eficode UK cannot guarantee that the remote connection to Your system will always be available due to issues with Your system or other external factors beyond the control of Eficode UK (e.g. Internet service provider problems).

4.3 Eficode UK retains the right to decide the appropriate course of action for each Request and will follow the necessary troubleshooting steps in order to diagnose and then rectify the issue.

4.4 Depending upon the nature of the Incident/Request, Eficode UK may have to impose a technical and/or process workaround to rectify the Incident/Request as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if You decide not to proceed with a permanent fix.

5. SUPPORT HOURS

5.1 All Requests, responses and time will be tracked by Eficode UK. A report shall be made available to You upon request.

5.2 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) not to process Requests if all purchased Support Hours have already been used by You. 

5.3 Support Hours must be used within the Term and are non-refundable and non-transferable.

5.4 The days and hours within which Eficode UK will be available to respond to Requests vary depending on the option purchased by You, as specified in the Order. The coverage for each option is specified below:

Option	Hours Covered	Days Covered
10/5	08:00 to 18:00 (GMT/BST/PST/EST)	Monday to Friday excluding bank holidays
24/7	00:00 to 23:59 (GMT/BST/PST/EST)	Monday to Sunday including bank holidays

6. DATA PROTECTION AND SECURITY

6.1 You will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

7. INCIDENT MANAGEMENT

7.1 Eficode UK will notify You of any incidents impacting You as soon as reasonably possible.

7.2 Eficode UK will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to You.

7.3 You must notify Eficode UK of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar.

7.4 You are responsible for communicating any incident updates to other Users as required.

8. SERVICE DESK

8.1 Users are not permitted to submit Requests. Only authorised personnel identified to Eficode UK are permitted to submit Requests.

8.2 The Service Desk can be found at: Click here.

8.3 The Service Desk is available for You to submit Requests twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

8.4 All Requests must include the following information:

a. business impact including how many Users are affected and how much of the Application is affected; and

b. which Applications are affected; and

c. a description of the issue; and

d. steps to replicate the issue if appropriate; or

e. screenshots of the issue where applicable; and

f. the Severity Level as defined in Section 9.

8.5 Eficode UK may reasonably request, and You shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

9. SEVERITY LEVELS

9.1 Eficode UK shall validate Your determined Severity Level classification or notify You of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the reclassification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in Section 10 shall be instigated by either Party.

Priority	Response Method	Examples
Critical	You will be contacted initially by phone and followed by the Service Desk	– Performance degraded to an unusable level. e.g. Supported system has failed. – No Users are able to log into supported system – Multiple Users unable to work at all due to incorrect access – Request for access that is required for multiple Users, preventing them from working. – An urgent request affecting multiple Users _ Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available
Major	Initially response via Service Desk, if unresolved after three 3 communications and subject to availability and technical detail, a phone call will be arranged	– Performance of the supported system is inadequate, but still usable. – Intermittent issues with Application features. – Acceptable workaround may exist – Operations can continue in a restricted fashion, although long-term productivity _Degraded service – Includes intermittent issues and reduced quality of service. A workaround may be available
Minor	Service Desk	– Unexpected, Incorrect or inaccurate data – A request with little or no impact if not fulfilled – Problems with Application or feature specific controls and permissions – Single User unable to authenticate _General Issue – This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented.
Trivial	Service Desk	– Misspelled objects or typos – Issue with little or no impact – General application usage questions – User specific controls or permissions _An issue of minor importance and low impact

10. ESCALATION PROCEDURE

10.1 If You are not satisfied with the response to a Request raised via the Service Desk, You must follow the escalation procedure.

10.2 You will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

10.3 If You are unable to reach a satisfactory resolution with the Team Leader You may escalate the issue to the following Eficode UK contact:

Eficode UK Contact: Lewis Lovelock (IT Operations Manager)

Contact Email: lewis.lovelock@eficode.com

Contact Phone: 07557 956182

11. TERMINATION & SUSPENSION

11.1 You may cancel Support at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

11.2 Support Hours must be used within the Term and are non-refundable and non-transferable.

11.3 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement)  to suspend Your use of Support for a breach of Fair Usage.

12. EXCLUSION OF TERMS

12.1  Postponement Charges shall not apply to the provision of Support.

Effective as of 27th January 2022 – 21st September 2022

These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Eficode UK for the provision of the Support, or the use by You of the Support, whichever is earlier.

Your use of Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Application”means the software applications as specified in the Contractual Documents. 

“Charging Period” means each 15 minute block of time between acknowledgement of Your Request via the Service Desk and Eficode UK's response to the request.

“Request”means a ticket raised by Your authorised personnel for Support from Eficode UK via the Service Desk. 

“Service Desk”means the online portal through which You can raise a Support Request to Eficode UK.

“Support”means the Services currently branded as “Support” and made available by Eficode UK.

“User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. CHARGES

3.1 Support is charged for each Charging Period.

3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support hours shall be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by You at any time during the term.

3.3 Any on-site assistance requested by You or additional materials required to fulfil a Request shall be chargeable to You.

3.4 Eficode UK retains the sole right to decide whether Support will be delivered remotely or on site at all times.

3.5 Support does not include system recovery from cyber-attacks.

4. SUPPORT

4.1 You will provide Eficode UK with unrestricted access to the system and will provide such further facilities and assistance as reasonably may be required to provide the Support. Eficode UK will not be liable for where it cannot provide Support as a result of Your failure to provide such facilities or assistance.

4.2 Eficode UK cannot guarantee that the remote connection to Your system will always be available due to issues with Your system or other external factors beyond the control of Eficode UK (e.g. Internet service provider problems).

4.3 Eficode UK retains the right to decide the appropriate course of action for each Request and will follow the necessary troubleshooting steps in order to diagnose and then rectify the issue.

4.4 Depending upon the nature of the Incident/Request, Eficode UK may have to impose a technical and/or process workaround to rectify the Incident/Request as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if You decide not to proceed with a permanent fix.

5. SUPPORT HOURS

5.1 All Requests, responses and time will be tracked by Eficode UK. A report shall be made available to You upon request.

5.2 Requests will not be processed by Eficode UK and will not be subject to the Service Level Agreement if all purchased Support hours have already been used by You. 

5.3 Support hours are non-transferrable.

5.4 If Support hours are not used within the term specified in the Contractual Documents they are non-refundable and non-transferrable. 

5.5 Support hours vary depending on the option purchased by You. The Contractual Documents will specify the applicable option. The hours of Support provided in each option is specified below:

Option	Hours Covered	Days Covered
10/5	08:00 to 18:00 (GMT/BST/PST/EST)	Monday to Friday excluding bank holidays
24/7	00:00 to 23:59 (GMT/BST/PST/EST)	Monday to Sunday including bank holidays

6. DATA PROTECTION AND SECURITY

6.1 You will provide Eficode UK with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is Your sole responsibility to ensure that Eficode UK are notified of required changes to authorised personnel.

6.2 Eficode UK will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Eficode UK will make every effort to recover the data. If third party specialist data recovery services are required, then it is Your responsibility to cover the cost for this.

7. INCIDENT MANAGEMENT

7.1 Eficode UK will notify You of any incidents impacting You as soon as reasonably possible.

7.2 Eficode UK will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to You.

7.3 You must notify Eficode UK of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar.

7.4 You are responsible for communicating any incident updates to other Users as required.

8. SERVICE DESK

8.1 Users are not permitted to submit Requests. Only authorised personnel identified to Eficode UK are permitted to submit Requests.

8.2 The Service Desk can be found at: Click here.

8.3 The Service Desk is available twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

8.4 All Requests must include the following information:

a. business impact including how many Users are affected and how much of the Application is affected; and

b. which Applications are affected; and

c. a description of the issue; and

d. steps to replicate the issue if appropriate; or

e. screenshots of the issue where applicable; and

f. the Severity Level as defined in Section 9.

8.5 Eficode UK may reasonably request, and You shall provide, further information to enable Eficode UK to provide a more accurate response and/or a faster resolution.

9. SEVERITY LEVELS

9.1 Eficode UK shall validate Your determined Severity Level classification or notify You of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the reclassification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in Section 10 shall be instigated by either Party.

Priority	Response Method	Examples
Critical	You will be contacted initially by phone and followed by the Service Desk	– Performance degraded to an unusable level. e.g. Supported system has failed. – No Users are able to log into supported system – Multiple Users unable to work at all due to incorrect access – Request for access that is required for multiple Users, preventing them from working. – An urgent request affecting multiple Users _ Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available
Major	Initially response via Service Desk, if unresolved after three 3 communications and subject to availability and technical detail, a phone call will be arranged	– Performance of the supported system is inadequate, but still usable. – Intermittent issues with Application features. – Acceptable workaround may exist – Operations can continue in a restricted fashion, although long-term productivity _Degraded service – Includes intermittent issues and reduced quality of service. A workaround may be available
Minor	Service Desk	– Unexpected, Incorrect or inaccurate data – A request with little or no impact if not fulfilled – Problems with Application or feature specific controls and permissions – Single User unable to authenticate _General Issue – This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented.
Trivial	Service Desk	– Misspelled objects or typos – Issue with little or no impact – General application usage questions – User specific controls or permissions _An issue of minor importance and low impact

10. ESCALATION PROCEDURE

10.1 If You are not satisfied with the response to a Request raised via the Service Desk, You must follow the escalation procedure.

10.2 You will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

10.3 If You are unable to reach a satisfactory resolution with the Team Leader You may escalate the issue to the following Eficode UK contact:

Eficode UK Contact: Lewis Lovelock (IT Operations Manager)

Contact Email: lewis.lovelock@eficode.com

Contact Phone: 07557 956182

11. EXCLUSION OF TERMS

11.1  Postponement Charges shall not apply to the provision of Support.

Priority	Definition	Response Method	Examples
Critical	Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available.	Client will be contacted initially by phone and backed up with support portal.	- Performance degraded to an unusable level. e.g. Supported system has failed. - No users are able to log into supported system - Multiple users unable to work at all due to incorrect access - Request for access that is required for multiple users, preventing them from working. - An urgent request affecting multiple users
Major	Degraded service - Includes intermittent issues and reduced quality of service. A workaround may be available.	Initially response via support portal, if unresolved after three 3 communications and subject to availability and technical detail, a phone call will be arranged	- Performance of the supported system is inadequate, but still usable. - Intermittent issues with application features. - Acceptable workaround may exist - Operations can continue in a restricted fashion, although long-term productivity
Minor	General Issue - This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented.	Typically be dealt with via support portal	- Unexpected, Incorrect or inaccurate data - A request with little or no impact if not fulfilled - Problems with application or feature specific controls and permissions - Single user unable to authenticate
Trivial	An issue of minor importance and low impact	Typically be dealt with via support portal	- Misspelled objects or typos - Issue with little or no impact - General application usage questions - User specific controls or permissions

10. ESCALATION PROCEDURE

10.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

10.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

10.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Eficode UK contact:

 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Eficode UK contact:

Eficode UK Contact: Lewis Lovelock (IT Operations Manager)
Contact Email: lewis.lovelock@eficode.com
Contact Phone: 07557 956182

Total Support Terms 

Effective as of 5th April 2023 to 30th June 2023

These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS 

“Fair Usage” is capped at a maximum of two (2) Support Hours and five (5) Package Hours in any given month during the Term for Team packages and a maximum of ten (10) Support Hours and ten (10) Package Hours in any given month during the Term for Premium and Enterprise tier packages. You may exceed these caps up to a maximum of fifty percent (50%) for a total of any two (2) months within the Term.

“Package Hours” means the number of hours allocated for the Term against each product or group of products that form Total Support, excluding Support Hours, as specified in Your Total Support package.

“Support Hours” means the number of hours allocated for the Term to technical support, as specified in Your Total Support package.

“Term” means twelve (12) months from the start date specified in the Your onboarding email.

“Total Support” means the Services currently branded as “Total Support” and made available by Eficode UK.

“Working Days” means 9am to 5pm GMT, Monday to Friday excluding bank holidays.

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. CHARGES

3.1 Total Support is billed annually (“Billing Cycle”).

3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

3.3 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) to levy Charges at the then current rate for any usage in excess of Fair Usage and You shall pay all undisputed invoices for such Charges in accordance with the Agreement.

4. TERMINATION & SUSPENSION

4.1 You may cancel Your Total Support package at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

4.2 Package and Support Hours must be used within the Term and are non-refundable and non-transferable.

4.3 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement)  to suspend Your use of Total Support for a breach of Fair Usage.

5. TOTAL SUPPORT SERVICES

5.1 Total Support is available in three packages as detailed in the table below. The package You have purchased will be detailed in Your Order.

	Team Tier	Premium Tier	Enterprise Tier
24/7 Technical Support Hours	24*	Unlimited*
Training	Total of 60 hours*	Total of 120 hours*	As specified on Order*
Mentoring & Coaching
Technical Consultancy
Health Check	1 Onboarding	Bi-annual	Quarterly

*Subject to Fair Usage

5.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You at the then standard rate.

5.3 Training, Mentoring, Coaching and Technical Consultancy can be scheduled for a minimum of a two (2) hour session. You are not entitled to a partial or full refund or transfer of Package Hours if the full attributable time value is not used in one session.

5.4 The following services, tools and products are excluded from Total Support: 

• Data migrations and data merges
• Installations and upgrades
• New implementation or kick starts
• Instance mergers
• JEMH 
• Jira Align
• Limited EazyBI
• Due to the large number and frequently changing list of available DevOps tools, some DevOps tools may be out of scope. Please check with the Total Support team who will be able to advise whether any specific tool is in or out of scope.

 

6. INCLUSION OF TERMS 

6.1 Total Support packages are a combination of Eficode UK products. As such the product specific terms for each included product are incorporated into these Terms. You accept and agree to comply with and be legally bound by the product specific terms as they are applicable.

Product	Incorporated Terms
Support	Support Terms
Support Service Level Agreement	Support SLA
Training	Training Terms

6.2 In the event of any conflict or inconsistency between the Total Support Terms and the applicable product specific terms, the Total Support Terms shall take precedence to the extent of such conflict or inconsistency.

7. SERVICE LEVEL AGREEMENT

7.1 Training, Mentoring, Coaching and Technical Consultancy are subject to the following Service Level Agreement (“SLA”).

Time to first response	24 Hours from receipt of request*
Time to scheduled date	7 Working Days from first response
Time to delivery	14 Working Days from first response

* For requests received outside of working hours the clock will start at the beginning of the next working day

7.3 The SLA is subject to the following exclusions: 

a) Engagements of more than one (1) consecutive day (7h30m). If Your request is in excess of one (1) day, an approximate timeline for scheduling and delivery will be provided to You at the earliest opportunity; and

b) any delays that result from any factors outside of Eficode UK's reasonable control, including any Force Majeure event; and

c) any delays that result from any voluntary actions or inactions by You or any third party; and

d) any delays that result from Your equipment, software or other technology and/or that of a third party under Your control; and

e) any delays arising from Eficode UK's suspension or termination of Your right to use Total Support. 

7.3 Your sole and exclusive remedy for any breach of this SLA is a refund for the Package Hours affected by the breach.

8. TOTAL SUPPORT REQUESTS

8.1 You must identify up to five (5) Total Support owners that are authorised to approve the spend of Package and Support Hours. It is Your responsibility to ensure that Eficode UK are notified of required changes to authorised personnel. 

8.2 To make a Total Support request contact customersupport@eficode.com or call 02381157802

Effective as of 21st September 2022 – 5th April 2023

These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

“Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Unit 15 Chalcroft Business Park, Burnetts Lane, Southampton, SO30 2PA. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS 

“Fair Usage” is capped at a maximum of two (2) Support Hours and five (5) Package Hours in any given month during the Term for Team packages and a maximum of ten (10) Support Hours and ten (10) Package Hours in any given month during the Term for Premium and Enterprise tier packages. You may exceed these caps up to a maximum of fifty percent (50%) for a total of two (2) consecutive months within the Term.

“Package Hours” means the number of hours allocated for the Term against each product or group of products that form Total Support, excluding Support Hours, as specified in Your Total Support package.

“Support Hours” means the number of hours allocated for the Term to technical support, as specified in Your Total Support package.

“Term” means twelve (12) months from the start date specified in the Your onboarding email.

“Total Support” means the Services currently branded as “Total Support” and made available by Eficode UK.

“Working Days” means 9am to 5pm GMT, Monday to Friday excluding bank holidays.

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. CHARGES

3.1 Total Support is billed annually (“Billing Cycle”).

3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

3.3 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement) to levy Charges at the then current rate for any usage in excess of Fair Usage and You shall pay all undisputed invoices for such Charges in accordance with the Agreement.

4. TERMINATION & SUSPENSION

4.1 You may cancel Your Total Support package at any time by providing Eficode UK with one (1) months written notice but You shall continue to be charged for the remainder of the then current Billing Cycle and You are not entitled to a refund. 

4.2 Package and Support Hours must be used within the Term and are non-refundable and non-transferable.

4.3 Eficode UK reserves the right (without prejudice to any other right or remedy under the Agreement)  to suspend Your use of Total Support for a breach of Fair Usage.

5. TOTAL SUPPORT SERVICES

5.1 Total Support is available in three packages as detailed in the table below. The package You have purchased will be detailed in Your Order.

	Team Tier	Premium Tier	Enterprise Tier
24/7 Technical Support Hours	24*	Unlimited*
Training	Total of 60 hours*	Total of 120 hours*	As specified on Order*
Mentoring & Coaching
Technical Consultancy
Health Check	1 Onboarding	Bi-annual	Quarterly

*Subject to Fair Usage

5.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You at the then standard rate.

5.3 Training, Mentoring, Coaching and Technical Consultancy can be scheduled for a minimum of a two (2) hour session. You are not entitled to a partial or full refund or transfer of Package Hours if the full attributable time value is not used in one session.

6. INCLUSION OF TERMS 

6.1 Total Support packages are a combination of Eficode UK products. As such the product specific terms for each included product are incorporated into these Terms. You accept and agree to comply with and be legally bound by the product specific terms as they are applicable.

Product	Incorporated Terms
Support	Support Terms
Support Service Level Agreement	Support SLA
Training	Training Terms

6.2 In the event of any conflict or inconsistency between the Total Support Terms and the applicable product specific terms, the Total Support Terms shall take precedence to the extent of such conflict or inconsistency.

7. SERVICE LEVEL AGREEMENT

7.1 Training, Mentoring, Coaching and Technical Consultancy are subject to the following Service Level Agreement (“SLA”).

Time to first response	24 Hours from receipt of request*
Time to scheduled date	7 Working Days from first response
Time to delivery	14 Working Days from first response

* For requests received outside of working hours the clock will start at the beginning of the next working day

7.3 The SLA is subject to the following exclusions: 

a) Engagements of more than one (1) consecutive day (7h30m). If Your request is in excess of one (1) day, an approximate timeline for scheduling and delivery will be provided to You at the earliest opportunity; and

b) any delays that result from any factors outside of Eficode UK's reasonable control, including any Force Majeure event; and

c) any delays that result from any voluntary actions or inactions by You or any third party; and

d) any delays that result from Your equipment, software or other technology and/or that of a third party under Your control; and

e) any delays arising from Eficode UK's suspension or termination of Your right to use Total Support. 

7.3 Your sole and exclusive remedy for any breach of this SLA is a refund for the Package Hours affected by the breach.

8. TOTAL SUPPORT REQUESTS

8.1 You must identify up to five (5) Total Support owners that are authorised to approve the spend of Package and Support Hours. It is Your responsibility to ensure that Eficode UK are notified of required changes to authorised personnel. 

8.2 To make a Total Support request contact customersupport@eficode.com or call 02381157802

Effective as of 21st March 2022 – 21st September 2022

These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (the “Terms”) are between Eficode UK and You. 

"Eficode UK” means Eficode UK Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If You are accepting these Terms on behalf of an entity, You represent and warrant that: 

1. You have full legal authority to bind your employer or any such entity to these Terms; 
2. You have read and understand these Terms; and 
3. You agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date You place an Order (the “Effective Date”). “Order” means a Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Eficode UK for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

Your use of Total Support is subject to the Eficode UK Terms of Service, or as applicable the Master Services Agreement as executed between You and Eficode UK (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS 

“Fair Usage” is capped at a maximum of ten (10) Support hours in any given 4 week period for Team and Premium tier packages and a maximum of twenty four (24) Support hours in any given 4 week period for Enterprise tier packages.

“Package Hours” means the number of hours allocated against each product or group of products that form Total Support as specified in your Total Support package.

“Total Support” means the Services currently branded as “Total Support” and made available by Eficode UK.

“Working Days” means 9am to 5pm GMT, Monday to Friday excluding bank holidays.

2. CHANGES

2.1 Eficode UK may modify these Terms at any time by posting a revised version on the Eficode UK website or by otherwise notifying You in writing, provided, however, that Eficode UK will provide at least 90 days’ advance notice for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified Terms will become effective upon posting or, if Eficode UK notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Eficode UK website regularly for modifications to these Terms.

3. CHARGES

3.1 Total Support is billed annually or quarterly (“Billing Cycle”) as specified in Your Order.

3.2 Eficode UK shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Eficode UK unless and until payment for the relevant invoice has been received in full.  

3.3 Any Services requested in excess of Your Package Hours, or Fair Usage for Support hours on Medium and Enterprise Tier packages, shall be quoted at Eficode UK's then current standard rates.

4. TERM AND TERMINATION 

4.1 You may cancel or downgrade your Total Support package at any time by serving Eficode UK written notice. If you cancel or downgrade your Total Support package you shall continue to be charged for the remainder of the then current Billing Cycle and you are not entitled to a refund.  

4.2 If you cancel your Total Support package all accrued Package Hours must be used prior to the end of the then current Billing Cycle. Package Hours are non-refundable and non-transferable.

5. TOTAL SUPPORT SERVICES

5.1 Total Support is available in three packages as detailed in the table below. The package You have purchased will be detailed in Your Order.

	Team Tier	Premium Tier	Enterprise Tier
24/7 Support Hours	24	Unlimited*
Training	Total of 50 hours	Total of 120 hours	As specified on Order
Mentoring & Coaching
Technical Consultancy
Health Check	1 Onboarding	Bi-annual	Quarterly

*Subject to Fair Usage

5.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You.

5.3 Training, Mentoring, Coaching and Technical Consultancy can be scheduled for a minimum of a two (2) hour session. You are not entitled to a partial or full refund or transfer of Package Hours if the full attributable time value is not used in one session.

6. INCLUSION OF TERMS 

6.1 Total Support packages are a combination of Eficode UK products. As such the product specific terms for each included product are incorporated into these Terms. You accept and agree to comply with and be legally bound by the product specific terms as they are applicable.

Product	Incorporated Terms
Support	Support Terms
Support Service Level Agreement	Support SLA
Training	Training Terms

6.2 In the event of any conflict or inconsistency between the Total Support Terms and the applicable product specific terms, the Total Support Terms shall take precedence to the extent of such conflict or inconsistency.

7. SERVICE LEVEL AGREEMENT

7.1 Training, Mentoring, Coaching and Technical Consultancy are subject to the following Service Level Agreement (“SLA”).

Time to first response	24 Hours from receipt of request*
Time to scheduled date	7 Working Days from first response
Time to delivery	14 Working Days from first response

* For requests received outside of working hours the clock will start at the beginning of the next working day

7.3 The SLA is subject to the following exclusions: 

a) Engagements of more than one (1) consecutive day (7h30m). If your request is in excess of one (1) day, an approximate timeline for scheduling and delivery will be provided to You at the earliest opportunity; and

b) any delays that result from any factors outside of Eficode UK's reasonable control, including any Force Majeure event; and

c) any delays that result from any voluntary actions or inactions by You or any third party; and

d) any delays that result from Your equipment, software or other technology and/or that of a third party under Your control; and

e) any delays arising from Eficode UK's suspension or termination of Your right to use Total Support. 

7.3 Your sole and exclusive remedy for any breach of this SLA is a refund for the Package Hours affected by the breach.

8. TOTAL SUPPORT REQUESTS

8.1 You must identify up to five (5) Total Support owners that are authorised to approve the spend of Package Hours. It is Your responsibility to ensure that Eficode UK are notified of required changes to authorised personnel. 

8.2 Requests will not be processed by Eficode UK if all Package hours have already been used by You. Additional Services can be purchased at Eficode UK's then current standard rates. 

8.3 To make a Total Support request contact customersupport@eficode.com or call 02381157802

Support Service Level Agreement

Effective from 1st December 2021 to 30th June 2023

This Support Service Level Agreement (“SLA”) is a policy governing the use of Support and applies separately to each account using Support. In the event of a conflict between the terms of this SLA and the Support Terms, the terms of this SLA apply, but only to the extent of such conflict. Any capitalized terms used but not defined below have the meanings in the Support Terms.

Definitions 

“Primary Working Hours” means 08:00am GMT/BST to 18:00pm GMT/BST Monday to Friday. 

Changes

Eficode UK may change, discontinue or add Service Level Agreements from time to time in accordance with the clause 2.1 of the Support Terms.

Service Commitment 

Eficode UK will use commercially reasonable efforts to provide consistent Support to You in accordance with this SLA (the “Service Commitment”). 

 

Priority	Hours Covered	Initial Response	Detailed Response	Target Resolution	Status Reporting
Critical	00:00 – 23:59 for 24 hour Support option  Primary Working Hours for 10/5 Support option	One (1) Hour	Two (2) Hours	Four (4) Hours	Every two (2) Hours
Major	Primary Working Hours	Four (4) Hours	Twelve (12) Hours	Twenty Four (24) Hours	Daily
Minor	Primary Working Hours	Eight (8) Hours	Eighteen (18) Hours	Forty Eight (48) Hours	Weekly

 

Support SLA Exclusions 

The Service Commitment does not apply to any suspension, or termination of Support, or any other Support performance issues:

1. caused by factors outside of Eficode UK's reasonable control, including any force majeure event; or
2. that result from any voluntary actions or inactions by You or any third party; or
3. that result from Your misuse of Support; or
4. in the event that Your Severity Level classification is in dispute; or
5. arising from Eficode UK's suspension or termination of Your right to use Support 

(collectively, the “Support SLA Exclusions”).

Support SLA Conditions

Eficode UK will pause the clock when further information or action is required from You or third parties and no further progress can be made without such information.

Requests logged outside of Your Support hours will be acknowledged when Your Support hours resume. 

From time to time maintenance of the Eficode UK Service Desk is required. You will be notified in advance of scheduled maintenance and where possible this will be scheduled outside of Primary Working Hours. 

In the event a response is requested from You or a third party and is not received within three (3) working days, Eficode UK reserves the right to close the Request. 

Training Terms

Effective From 1st December 2021 to 30th June 2023

Professional Services Terms

Managed Services Terms

Experts on Demand Terms