The terms in this document (“Terms”) set out how you, the Customer may use the Flowlens Subscription Service or Trial Period and the basis upon which we will provide you and your Permitted Users with our Services.1.0 AGREEMENT
The software is provided by Flowlens, a Limited company, whose registered address is 1st Floor, Unit B4, 19 Heron Road, Belfast, BT3 9LE, United Kingdom (“Flowlens, we, us, our”).1.1 By signing the Proposal Summary you are agreeing to be bound by these terms, which together with the Proposal Summary form a legally binding agreement between you and us (the Agreement). 1.2 Where applicable, by accepting a Permitted User access invitation to Flowlens for a free of charge Trial Period, you are agreeing to be bound by these terms and conditions. 1.3 If you instruct us to commence providing you with the services set out in the Proposal Summary before you have signed it, you will be deemed to have signed it when you instruct us to proceed. 1.4 Flowlens provides the Services and the Customer wishes to Purchase the Services as set out in the Proposal Summary. The terms of this relationship and the rights and obligations of either Party are set out in the agreement below and the Documents referred to (as updated by Flowlens from time to time) which form a legally binding contract between the Customer and Flowlens (the “Agreement”) 1.5 The Parties agree as follows: 1.6 Definitions. In these Conditions, the following definitions apply:
|“Additional Services”||means services provided to the Customer which are not specified in the Proposal.|
|“Agreement”||means the agreement between the Parties for the purchase of the Flowlens Subscription and Services, in accordance with these Conditions.|
|“Business Day”||means a day (other than a Saturday, Sunday or public holiday) when banks in Northern Ireland are open for business.|
|“Change Control”||means any changes required and agreed with the customer not detailed in the proposal. The Change Control procedure is detailed in Appendix 1.|
|“Charges”||means the charges payable by the Customer for the supply of the Software and Services including any additional services, in accordance with clause 4.|
|“Conditions”||means these terms and conditions as amended from time to time in accordance with clause 11.7.|
|“Contract Term”||means the duration of the contract term from the date of signature until terminated by either party.|
|“Customer”||means the person or firm who purchases the Services from Flowlens.|
|“Customer Data”||means the information (text, images, documents or other relevant formats) created and/or stored by the Customer and their Permitted Users in the Flowlens Software.|
|“Documentation”||the documentation and information made available to the Customer by Flowlens (for example our invoices, information on our Website, technical and user guides) excluding marketing literature.|
|“Expenses”||means any costs incurred by Flowlens when carrying out any additional Services for the Customer.|
|“Hosting” and “Hosting Platform”||Flowlens software is hosted on UK based virtual private servers. Our host, currently Linode, provides 99.9% uptime guarantee on hardware and network availability. A dedicated application server hosting a copy of the software will be set up for the Customer and this will be the Website as defined below. Flowlens and Linode follow industry best practices to ensure application servers are regularly updated with security patches and to prevent unauthorised access to both servers and client application and data. Physical security of hosting servers is provided by the Linode datacenter. Customer data is stored in an isolated database and only the Customer’s own Flowlens application has the ability to access that data.|
|“Intellectual Property Rights”||means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“Initial Term”||means the contract term set out in the Proposal Summary.|
|“Maintenance Services”||means the maintenance and support service to be provided to the Customer as described in Appendix 1.|
|“New Generation Upgrades”||means new versions of the software which contain modules and/or areas of functionality not contained in the Software as licensed to the Customer or which are not generally provided to Flowlens’ customers as part of maintenance services. Such New Generation Upgrades will typically be signified by a new number preceding the decimal point or by a new product trade name.|
|“Initial Period”||means the number of days after date of signature in which the Customer has the right to cancel the contract.|
|“Permitted Users”||means Customer’s staff, Affiliates (and Staff of Affiliates) and third parties authorised to access the Software, by use of a valid Customer login to the Software or by any other system integration or data exchange process.|
|“Trial Period”||means the access granted to you and/or your authorised employees for the purposes of evaluating the suitability of the features for your business needs, for a number of days agreed with your Flowlens representative, at no charge.|
|“Software”||the Flowlens component modules applicable to the Software as detailed in the Product Description in on the Flowlens website (which can be amended by Flowlens from time to time).|
|“Services”||means the services as specified in the Proposal Summary, including provision of specific software features, user access permissions, hosting, backup, and professional services and training.|
|“Website”||Means the customer-specific application web-site set up on the Hosting Platform specifically for the Customer with the features and user specified in the Proposal Summary.|
- Use reasonable commercial efforts to correct errors.
- Updates, new versions and releases of the Software, but excluding New Generation Updates.
- Reasonable off-site advice and support on the use of the Software, excluding training, by email during normal business hours, of 9.00am to 5.00pm, at Licensor’s local office (i.e. the office primarily supporting the Location(s)), Monday through Friday.
- Use of Flowlens support is based on fair usage policy. We reserve the right to review charges for support services or additional training should usage exceed reasonable levels. Telephone support is provided by calling Flowlens local office directly.
- Flowlens call handling methodology is shown below:
- Priority 1 – System down or system unavailable to users for that customer- 2 hours max
- Priority 2 – Business Critical area of system unavailable – 4 hours max
- Priority 3 – Non-business Critical area of system unavailable – 1 working day
- Priority 4 – Minor Query/Routine Advice – 8 hours max – 2 working days
- Maintenance Services shall be conditional upon the Customer or Permitted User having:
- provided Flowlens with adequate information in respect of any malfunction in the Software
- accepted all releases and amendments issued by Flowlens, and
- Maintenance Services are provided for the current release of the Software which is updated periodically.