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Schedule 1

Miscellaneous

Minimum Term

The Minimum Term shall be the period of 30 days following the end of the trial period referred to in Clause [6].

Platform specification

The main features of the PLATFORM are published and updated at coworking.nexudus.com

Schedule 2

Service Level Agreement


1. Introduction

1.1 In this Schedule:

"New Functionality" means new functionality that is introduced to the Platform by an Upgrade

1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.

2. Helpdesk

2.1 The provider will make available during Business Hours a help desk support facility, which in the first instance is provided by way of email support for the purposes of:

  • (a) assisting the Customer with the initial setup configuration of the Platform (charges may be applicable in some cases depending on the complexity of the Customer's data)
  • (b) assisting the Customer with the proper use of the Platform; and/or
  • (c) determining the causes of errors and fixing errors in the Platform.

3. Response and resolution times

3.1 The Provider will:
  • (a) use reasonable endeavours to respond to requests for Support Services made through the helpdesk (support@nexudus.com); and
  • (b) use reasonable endeavours to resolve issues raised by the Customer promptly / in accordance with the following response time matrix:

Severity

Examples

Response time

Resolution time

Serious

Software not functioning or exhibiting a problem that is severely affecting the Customer’s business.

4 business hours / acknowledgement of the issue within 2 business hours

24 hours(if technically possible)

Moderate

Software is exhibiting a problem but it is not adversely affecting the Customer’s business.

8 business hours / acknowledgement of the issue within 4 business hours

24 hours(if technically possible)

Minor

Query regarding software operation.

48 hours / acknowledgement of the issue within 24 business hours

48 hours



3.2 The Provider will determine, acting reasonably, in to which severity category an issue raised through the Support Services falls.

3.3 All Support Services will be provided remotely unless expressly agreed otherwise by the Provider.

4. Limits on Support Services

4.1 Where the total person-hours spent by the Provider performing the Support Services under Paragraphs 2 and 3 during any 30 days exceed 5 hours.

  • (a) the Provider may agree to provide additional such Support Services to the Customer during that period, but the provision of such services will be subject to payment by the Customer of additional Charges at the Provider's standard hourly rate from time to time.

4.2 Training. The provider will offer 2 (two) free remote (vide-conference) training sessions when supporting the set-up of new accounts. Additional training may be charged at an hourly rate listed in the additional charges section of this document.

 

4.3 The Provider shall have no obligation under this Agreement to provide Support Services in respect of any fault or error caused by:
  • (a) the improper use of the Platform; or
  • (b) the use of the Platform otherwise than in accordance with the Documentation.

4.3 Training. The provider will offer 2 (two) free remote (vide-conference) training sessions when supporting the set-up of new accounts. Additional training may be charged at a rate agreed by the Customer and the Provider of no less than USD 175 / hour.

 


 

5. Upgrades

5.1 The Customer acknowledges that from time to time during the Term the Provider may apply Upgrades to the Platform, and that such Upgrades may result in changes the appearance and/or functionality of the Platform.

5.4 The Customer shall not be subject to any additional Charges arising out of the application of the Upgrade, save where:

  • (a) the Upgrade introduces New Functionality to the Platform;
  • (b) that New Functionality does not serve the same purpose as legacy functionality that ceases or has ceased to be available as a result of any Upgrade;
  • (c) access to or use of the New Functionality is chargeable to the customers of the Provider using the Platform generally; and
  • (d) any decision by the Customer not to pay the Charges for the New Functionality will not prejudice the Customer's access to and use of the rest of the Platform.

 

6. Uptime commitment

6.1 The Provider shall use all reasonable endeavours to ensure that the Platform is available 99% of the time during each calendar month.


7. Back-up and restoration

7.1 the Provider will:
  • (a) make back-ups of the Customer Materials stored on the Platform on a daily basis.
  • (b) at least once every 3 days, the Provider will arrange for the off-site storage of a current back-up of the Customer Materials stored on the Platform (which will be over-written on the following off-site back-up date).]
7.2 In the event of the loss of, or corruption of, Customer Materials stored on the Platform being notified by the Customer to the Provider under Paragraph [2], the Provider shall if so directed by the Customer use reasonable endeavours promptly to restore the Customer Materials from the most recent available back-up copy.]


8. Scheduled maintenance

8.1 The Provider may suspend access to the Platform in order to carry out scheduled maintenance, and such suspension to be for not more than 12 hours in each calendar month.

8.2 Platform downtime during scheduled maintenance carried out by the Provider in accordance with this Paragraph [8] shall not be counted as downtime for the purposes of Paragraph [6].


Attachment 11.2

Aprovisions governing personal information

U.S.



1. This Attachment is incorporated into, supplements and, in the event of any conflict with respect to the confidentiality or protection of Personal Information, supersedes, the terms of the Agreement with respect to matters within its scope.

2. “Personal Information” means all information about individuals, including but not limited to names, signatures, addresses, telephone numbers, account numbers, social security numbers, credit reports, demographic information, financial and other personal data, health information, transaction information, and lists of customers, employees, or investors, received from or created or received on behalf of Customer by PROVIDER, or to which PROVIDER has access in the course of performing the Services.

3. PROVIDER agrees that all Personal Information is, and shall be considered, confidential and proprietary to Customer. PROVIDER shall not disclose Personal Information to any third party nor permit any third party to have access to any Personal Information, for any purpose. PROVIDER shall not use Personal Information, nor shall PROVIDER duplicate Personal Information or retain records thereof, except as necessary to perform the Services. PROVIDER shall comply with all applicable laws, rules, and regulations relating to the Personal Information.

4. PROVIDER shall notify Customer immediately of any known or suspected unauthorized use, disclosure, acquisition, modification, or destruction of Personal Information, unauthorized access to Personal Information, or loss of Personal Information (each, a “Security Breach”). PROVIDER shall investigate each Security Breach, provide Customer with a detailed written statement describing the circumstances surrounding each Security Breach, and provide and promptly implement a remediation plan, acceptable to Customer, to address the Security Breach and prevent any further incidents. PROVIDER will at its expense take all necessary or customary measures to mitigate any harmful effect of any such Security Breach, including without limitation notifications to affected individuals, if request by Customer. PROVIDER shall also promptly notify Customer of any known or suspected attempts to commit a Security Breach.

5. If there is a reasonable likelihood that, in the course of performing the Services, PROVIDER may become aware of activities, patterns of activity, or practices that indicate the possible existence of identity theft (as defined by regulations of the Federal Trade Commission), PROVIDER will implement appropriate measures, including the establishment and maintenance of policies and procedures, to detect such activities, patterns or practices, notify Customer upon such detection, and respond to such activities, patterns or practices. In addition, if PROVIDER does become aware of activities, patterns of activity, or practices indicating the possible existence of identity theft, PROVIDER will promptly notify Customer, and will take reasonable measures to assist Customer in implementing an appropriate response.

6. Unless prohibited by law, PROVIDER shall (i) immediately notify Customer of any subpoena, court order, or other similar process for the purpose of obtaining Personal Information, (ii) provide Customer with documentation thereof, and (iii) permit Customer adequate time to exercise its legal options to prohibit or limit disclosure.

7. In the event that Customer determines that there has been a material breach by PROVIDER of any of PROVIDER’s obligations with regard to Personal Information under this Attachment, Customer may terminate any or all of the Agreement immediately. PROVIDER’s obligations with regard to Personal Information shall survive the termination of the Agreement or this Attachment with respect to any Personal Information so long as it remains in the possession of PROVIDER.

8. PROVIDER shall return to Customer or, with Customer’s permission, destroy all Personal Information in any form in PROVIDER’s possession or in the possession of PROVIDER’s agents or subcontractors at the time of termination of the Agreement under which PROVIDER received or created the Personal Information, or at any time upon Customer’s request, and retain no copies thereof; provided that if PROVIDER is required by law to retain such Personal Information or copies thereof, PROVIDER will retain the Personal Information only for the time required, and disclose it only as required by law, after which it shall return it to Customer or destroy it at the option of Customer. PROVIDER will certify in writing any destruction of Personal Information.

9. PROVIDER shall not disclose or otherwise provide Personal Information to any agent or subcontractor without Customer’s prior written consent. Neither Customer nor any of its agents is making any representation or warranty as to the accuracy or completeness of any Personal Information provided by them. PROVIDER agrees that neither Customer nor its agents shall have any liability resulting from the use of such information supplied by Customer or its agents, except to the extent specified by any separate agreement between PROVIDER and Customer.


UK/EU



IN THE CASE OF ANY CONTRACT WHERE THE PROVISIONS OF THE DATA PROTECTION ACT APPLY TO DATA PROCESSED IN RELATION TO THE PERFORMANCE OF THE CONTRACT, THE FOLLOWING CONDITIONS OF CONTRACT SUPPLEMENT THE CONDITIONS OF THIS AGREEMENT. 1. The PROVIDER’s attention is hereby drawn to the Data Protection Act of 1998 and its applicable regulations (the “Data Protection Requirements”). Customer and PROVIDER shall observe their obligations under the Data Protection Requirements. Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Data Protection Requirements.

2. Where the PROVIDER, pursuant to its obligations under this contract, processes Personal Data (as defined in the Data Protection Requirements) on behalf of Customer, it shall:

  • 3. process Personal Data only in accordance with instructions from Customer (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by Customer to the PROVIDER during the Term);
  • 4. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;
  • 5. implement appropriate technological measures to protect against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
  • 6. take reasonable steps to ensure the reliability of any PROVIDER personnel who have access to the Personal Data;
  • 7. obtain prior written consent from Customer in order to transfer the Personal Data to any subcontractors for the provision of the Services;
  • 8. ensure that any PROVIDER personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Attachment 11.2;
  • 9. ensure that none of the PROVIDER personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by Customer;
10. notify Customer (within five working days) if it receives:

  • a) a request from a Data Subject (as defined in the Data Protection Requirements) to have access to that person’s Personal Data; or
  • b) a complaint or request relating to Customer’s obligations under the Data Protection Requirements;
11. provide Customer with full co-operation and assistance in relation to any complaint or request made, including by:

  • a) providing Customer with full details of the complaint or request;
  • b) complying with a data access request within the relevant timescales set out in the Data
Protection Requirements and in accordance with Customer’s instructions;

  • c) providing Customer with any Personal Data it holds in relation to a Data Subject (within the timescales required by Customer); and
  • d) providing Customer with any information requested by Customer;
12. permit Customer or its representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the PROVIDER’s data processing activities (and/or those of its agents, subsidiaries and subcontractors) and comply with all reasonable requests or directions by Customer to enable Customer to verify and/or procure that the PROVIDER is in full compliance with its obligations under this Agreement;

13. provide a written description of the technical and organizational methods employed by the PROVIDER for processing Personal Data (within the timescales required by Customer); and

14. not process Personal Data outside the European Economic Area without the prior written consent of Customer and, where Customer consents to transfer, to comply with:

  • a) the obligations of the Data Controller under the Eight Data Protection Principle set out in Schedule 1 of the data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is transferred; and
  • b) any reasonable instructions notified to it by Customer.
15. The PROVIDER shall comply at all times with the Data Protection Requirements and shall not perform its obligations under this Agreement in such a way as to cause Customer to breach any of its applicable obligations under the Data Protection Requirements.

16. Customer may from time to time serve on the PROVIDER an information notice requiring the PROVIDER within such time and in such form as is specified in the information notice, to furnish to Customer such information as Customer may reasonably require relating to:

  • a) compliance by the PROVIDER with the PROVIDER’s obligations under this Agreement in connection with the processing of Personal Data; and/or
  • b) the rights of the data subjects, including but not limited to subject access rights.
17. The PROVIDER will allow its data processing facilities, procedures and documentation to be submitted for scrutiny by Customer or its auditors in order to ascertain compliance with the relevant applicable laws and the terms of this Agreement.

18. With respect to the parties’ rights and obligations under this Agreement, the parties acknowledge that, except where otherwise agreed, Customer is the Data Controller and the PROVIDER is the Data Processor. Where the PROVIDER wishes to appoint, in accordance with the provisions of the Contract, a Sub-Contractor to assist it in providing the Services and such assistance includes the processing of Personal Data on behalf of Customer, then, subject always to compliance by the PROVIDER with the provisions of these conditions relating to the appointment of Sub-Contractors, Customer hereby grants to the PROVIDER a delegated authority to appoint on Customer’s behalf such Sub-Contractor to process Personal Data provided that the PROVIDER shall notify Customer in writing of such appointment and the identity and location of such Sub-Contractor. The PROVIDER warrants that such appointment shall be on substantially the same terms with respect to Data Protection Requirements as set out in this Agreement. Any Sub-Contractor appointed under the provision of this Clause shall, for the purposes of the performance of the Agreement be regarded as a principal SubContractor.

19. Save as set out in these Conditions, any unauthorized processing, use or disclosure of personal data by the PROVIDER is strictly prohibited.


Schedule 3

Charges

1. Introduction

1.1 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.

1.2 The Charges under the Agreement will consist of the following elements:

  • (a) access Charges, in respect of access to and use of the Platform;
  • (b) support Charges, in respect of the Support Services; and
  • (c) other Charges.

2.Access Charges

2.1 The Charges in respect of access to and use of the Platform shall be made up of a variable Charge. This variable Charge depends on the number of active members registered on the Customer account. Pricing will be published and updated at coworking.nexudus.com or on this document or notified to the Customer vía email. This charge will be invoiced at any time following the commencement of the calendar month in respect of which the licence Charges are incurred.

3. Support Charges

The Provider shall invoice the Customer in respect of Support Services provided or to be provided out of the free Support Services [4.1] and will be calculated by a reference to an hourly or daily rate: 50 £/ph or 300 £/per day. - 4.1 where is it [sch 2 point]

4. Other Charges

4.1 In addition to the Charges detailed in Paragraphs [2] and [3] above, the Provider will invoice in respect of, and the Customer shall pay to the Provider:

  • (a) all other Charges that are agreed between the parties in writing from time to time.

Schedule 4

Acceptable Use Policy

(1) This Policy This Acceptable Use Policy (the “Policy”) sets out the rules governing the use of our web services available via coworking.nexudus.com / spaces.nexudus.com (the “Service”) and any content that you may submit to the Service (“Content”).

By using the Service, you agree to the rules set out in this Policy

(2) General restrictions

You must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of, or services on, the Service.

You must not use the Service:

  • (a) in any way that is unlawful, illegal, fraudulent or harmful; or
  • (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

(3) Unlawful and illegal material

You must not use the Service to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party's legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law). 

Content (and its publication on the Service) must not:

  • (a) be libellous or maliciously false;
  • (b) be obscene or indecent;
  • (c) infringe any copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off, or other intellectual property rights;
  • (d) infringe any rights of confidence, rights of privacy, or rights under data protection legislation;
  • (e) constitute negligent advice or contain any negligent statement;
  • (f) constitute an incitement to commit a crime;
  • (g) be in contempt of any court, or in breach of any court order;
  • (h) be in breach of racial or religious hatred or discrimination legislation;
  • (i) be blasphemous;
  • (j) be in breach of official secrets legislation; or
  • (k) be in breach of any contractual obligation owed to any person.
You must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

(4) Graphic material

Content must not depict violence in an explicit, graphic or gratuitous manner.

Content must not be pornographic or sexually explicit, or consist of or include explicit, graphic or gratuitous material of a sexual nature.

(5) Harmful software

You must not use the Service to promote or distribute any viruses, Trojans, worms, root kits, spyware, adware or any other harmful software, programs, routines, applications or technologies.

(6) Gambling

You must not use the Service for any purpose related to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

(7) Netiquette

Content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.

Content must not be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory.

Content should not cause annoyance, inconvenience or needless anxiety.

Do not flame or conduct flame wars on the Service (“flaming” is the sending hostile messages intended to insult, in particular where the message is directed at a particular person or group of people).

Do not troll on the Service (“trolling” is the practice of deliberately upsetting or offending other users).

You must not flood the Service with Content focusing upon one particular subject or subject area, whether alone or in coordination with other users.

You must at all times be courteous and polite to other Service users.

(8) Hyperlinks

You must not link to any website or web page containing material that would, were it posted on the Service, breach the preceding terms of this Policy above.

(9) Breaches of this Policy

We reserve the right to edit or remove any Content in our sole discretion for any reason, without notice or explanation.

Without prejudice to this general right and our other legal rights, if you breach this Policy in any way, or if we reasonably suspect that you have breached this Policy in any way, we may:

  • (a) delete or edit any of your Content;
  • (b) send you one or more formal warnings;
  • (c) temporarily suspend your access to a part or all of the Service; and/or
  • (d) permanently prohibit you from using a part or all of the Service.
  • (di) the Provider reserves the right to report any illegal activities to the Police
(10) Banned users

Where we suspend or prohibit your access to the Service or a part of the Service, you must not take any action to circumvent such suspension or prohibition (including without limitation using a different account).

(11) Monitoring 

Notwithstanding the provisions of this Policy, we do not actively monitor Content.

(12) Report abuse

If you become aware of any material on the Service that contravenes this Policy, please notify us by email.