THIS AGREEMENT ("AGREEMENT") IS ENTERED INTO BY AND BETWEEN G-FORCES WEB MANAGEMENT LIMITED (REGISTERED IN ENGLAND, COMPANY NUMBER: 3863609) WHOSE REGISTERED OFFICE IS AT 4-5 KINGS ROW, ARMSTRONG ROAD, MAIDSTONE, KENT ME15 6AQ ("G-FORCES") AND THE ENTITY AGREEING TO THESE TERMS ("CUSTOMER"). THIS AGREEMENT IS EFFECTIVE AS OF THE DATE OF SIGNATURE OF THE ORDER CONFIRMATION FORM. THIS AGREEMENT GOVERNS THE CUSTOMER'S ACCESS TO AND USE OF THE SERVICE AS FURTHER DEFINED BELOW.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 19.
Configuration Services: the design and configuration services (which may include the creation of Content) to be provided pursuant to this Agreement as set out in the Order Confirmation Form.
Content: all text, information, data, software, executable code, images, audio or video material in whatever medium or form provided by G-Forces to Customer for incorporation in the Customer Website or otherwise for use as part of the Services.
Customer Data: the data inputted by Customer, Consumer, Authorised Users, or G-Forces on Customer's behalf for the purpose of using the Services or facilitating Customer's use of the Services.
Customer Website: any website hosted, managed on behalf of or provided to Customer by G-Forces as part of the Services.
Disaster: an incident or event which:
Documentation: the documents made available to Customer by G-Forces online via www.netdirector.co.uk or such other web address notified by G-Forces to Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: is the date of the signature of the Order Confirmation Form.
Fees: The fees set out in the Order Confirmation Form (including as applicable the Set-Up Fees, the Subscription Fees and any other fees connected with the Services).
Initial Subscription Term: Period set out in the Order Confirmation Form.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights, moral rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Liabilities: all liabilities, damages awarded and amounts paid or payable under judgments or settlements arising from third party claims, and all reasonable and necessary litigation costs and expenses related thereto (including all legal and other professional fees, expenses and disbursements).
Normal Business Hours: 9.00 am to 5.30 pm GMT, each Business Day.
Order Confirmation Form: the order confirmation provided by G-Forces in accordance with clause 2.1 which shall include the agreed Fees.
Renewal Period: the period described in clause 22.1.
Services: the services provided by G-Forces to Customer under this Agreement, as more particularly described in the Order Confirmation Form including where applicable Configuration services.
Service Credits: the service credits set out in of Schedule 1.
Service Levels: the service levels set out in Schedule 1.
Set-Up Fees: the set-up fees payable by Customer to G-Forces for the re-activation of the Services (including any domain name registration or domain name connection), in the amount of £25.00 GBP.
Software: any online software applications provided by G-Forces to the Customer as part of the Services.
Subscription Fees: the subscription fees payable by Customer to G-Forces for the User Subscriptions, as set out in the Order Confirmation Form.
Subscription Term: has the meaning given in clause 22.1.
Support Hours: the hours during which applicable Support Services are performed as set out in clause 12.
Support Services: the support and maintenance services described in Part B of this Agreement and Schedule 1.
User Subscriptions: the user subscriptions purchased by Customer pursuant to clause 17.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. For the avoidance of doubt web harvesting and web scraping shall also be considered a virus.
PART A: OPERATIONAL TERMS
PART B: SUPPORT TERMS
(d) Provisions of a contactable helpdesk during the Support Hours.
PART C: GENERAL TERMS
For the purpose of this document a disaster is an incident or event which:
GForces Business Continuity Plan (BCP) is continually updated in line with infrastructure improvements, risk assessments, ensuring all aspects of the service are capable of functioning in the midst of disruptive events, the planned actions to be taken following a disaster scenario, the staff responsible for specific tasks, essential operations and systems, actions required to re-start operations, emergency data processing arrangements, backup requirements, hardware requirements and the means and methods of keeping staff and clients informed of arrangements and developments.
|NetDirector - RTO & RPO Service Level and attributes|
|Category||Service Level Attribute||Service Level Agreement|
|Policy||Operational Recovery Time Objective||2 Hours|
|Operational Recovery Point Objective||24 Hours|
|Quality of Service||Data Age at Point of Recovery||24 Hours|
|Processing Power in DR||100%|
|Criticality & Priority||Precedence in Recovery||Criticality 1|
|NetDirector - Overall Uptime Service Level Agreement|
|Uptime Per Month||99.5%|
The Outage Incident Start time of a Service being unavailable shall be defined and measured from the time a PING command is unavailable and the fault is detected by us or is reported to our Support Desk and a support call ticket has been originated.
The Outage Incident End time of the period of unavailability shall be deemed as the time at which the service can be demonstrated to be available by a PING command or that the support call ticket has been resolved.
Total Outage Time
The Total Outage Period shall be the period, or sum of multiple periods as applicable within any calendar (excluding any period of planned downtime) from the Outage Incident Start time to the Outage Incident End time, each as outlined above.
|Response||Confirmation of Time to Resolve/Plan||Release and Implementation|
|<2hrs||<2hrs||Dependant on release date and implementation plan|
This covers any request for work to make functional or graphical changes or enhance your platform and service that can be achieved within the software framework. This includes, but is not limited to; graphics for offers, implementation of available functionality, layout changes, addition of new sections or franchises, feed import/exports and the creation or coordination of campaigns.
Service interruptions or software errors where an element of the site is not performing as specified and is preventing your service or platform from functioning as it was designed, or where system errors have (or are likely to) cause(d) a service interruption.
A Feature Request should be raised when a requirement is not possible within the software framework.
|Critical||System outage or total workflow interruption to multiple users. i.e. Complete site outage or issues impacting functionality of stock, enquiry points (including forms and phone) and search.|
|Medium||Non-critical problem or fault affecting partial workflows of multiple or single users.|
|Low||All "Requests" and minor technical problems that have low or zero workflow impact to users.|
|Monday to Friday||- 09:00 to 17:30|
|Saturday & Sunday||Closed|
GForces TrueView Webinar Promotion Terms and Conditions
This promotion is open only to UK-based GForces clients and prospects who attended the TrueView Webinar hosted by GForces and Google, at 11:00am GMT on Thursday 11th August 2016. A TrueView video will be created, free of charge, for the first twenty two (22) applicants to book and provide a purchase order for a TrueView campaign, with minimum spend of £1,200 + VAT (£1,000 media, £200 management fee) that begins on or before 30th September 2016. Promotion is not available to GForces clients who have run a TrueView campaign within the last 6 months, or those living and/or trading outside the UK.