For Aqualog Service, aquaLite app (device) and Gobacti app (device)
1. Introduction to this Agreement
This agreement governs your acquisition and use of our services. By accepting this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. You may not access the services if you are our direct competitor, except with our prior written consent. In addition, you may not access the services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
‘License Fee’ – The annual subscription that you pay for use of the Aqualog System as described in this Agreement.
‘Aqualog Service’ – The web software application including applications downloaded onto devices for use with the Aqualog Service, as described in the Agreement.
‘Client’ or ‘You’ & ‘Your’ – Company, person or entity purchasing the License.
‘Client Data’ – All data entered by you or your authorised subcontractors into logbooks.
‘Logbook’ – An element of the Aqualog Service which typically houses all Client Data relating to a specific building or buildings.
‘The Agreement’ – This software license and service level agreement.
‘Asset’ – either an individual monitoring point, eg ‘TMV hot water inlet’ which test data can be held against such as temperature readings, or an appliance such as a water softener. For billing purposes, the smallest part, or test point is counted. (A basin made up of 3 test points inclusive of a TMV hot water outlet, TMV hot water inlet and Cold Tap outlet count as 3 assets.
‘Our’, ‘We’ and ‘Us’ – Aqualog Limited
‘User(s)’ – a Person(s) nominated by you whom you have granted access to enter, view or process Client Data within the Aqualog Service.
‘Effective Date’ – Date you signed this Agreement. It defines the start date for the Aqualog Service that you have procured.
‘Minimum Term’ – The minimum term which You commit to receive the Aqualog Service measured from the Effective Date, as specified in the Commercial Terms.
3. Software Service Provided by Aqualog
This Agreement represents a Software License and Service Level Agreement between Aqualog Limited and You and your authorised subcontractor(s) for the provision of a web application for the purpose of water hygiene data management and outlines the key elements of the service as agreed by both parties.
3.1. Data Capture
We will provide a paperless data capture facility for the recording of test and sample results including tasks all relevant to water hygiene. It is your responsibility to ensure that this facility is used for the said purpose.
We will make available device based applications running on IOS and Android for the purpose outlined above.
3.2. Hosted Service
We will make available, host and manage a dedicated cloud server with the appropriate level of data security over the Internet for the client. The sole purpose of this server will be to house an instance of the Aqualog System application for the clients use. Hereafter referred to as the ‘Aqualog Service’. We will provide an SSL secure login facility for access to the Aqualog Service. We will ensure that the Aqualog Service is available to you 99% of the time.
3.3. Defect Management of Out of Specification Test Results
We will provide a system to manage data relating to defects created by out of specification test results.
3.4. Task Scheduling
We will provide a scheduling system to handle activities, scheduled and reactive tasks.
3.5. Legislative Guidance
We will ensure that aspects of the system such as asset types, test types and associated parameters are in line with local legislative guidance including, but not limited to ACoP L8/HSG 274 part 2 and HTM 04-01.
We will provide reports to assist with the operational management of water hygiene programs.
We will provide training to help users get the best out of the service.
3.8. Technical Support
We will provide support to assist users with all enquiries and issues, which can be accessed by telephone and email, based on the severity level.
4. Technical Support
4.1. Telephone and Email Support
We will provide telephone support 24 hours a day for severity Level 1 issues and 6 am until 6 pm (GMT) Monday to Saturday for level 2 issues. Our UK telephone number is 0845 0568691. Our UK email address is firstname.lastname@example.org. All emails will be dealt with within 48hrs of receipt.
4.2. Severity Level Description and Examples
Level 1 Critical production issues affecting all users, including system unavailability and data integrity issues with no workaround available. Level 2 Non Critical inquiries regarding a routine technical issue, information requested on application capabilities, navigation, installation or configuration or bug affecting a small number of users and where there is a reasonable workaround available. A resolution is required as soon as reasonably practicable.
5. Account Management
You will be assigned 2 account managers; a dedicated remote support manager and a field manager as outlined below.
5.1. Remote Support Manager
The role of the remote support manager is to monitor logbook usage and help you maximise the benefits of using Aqualog to your organisation and to facilitate the resolution of any technical issues to a successful outcome.
5.2. Field Account Manager
The field account manager has overall responsibility for delivering the contract and works in close contact with both You and Aqualog. You may take advantage of quarterly site meetings with the field account manager to discuss progress, introduce new features of Aqualog when they become available and to listen to users’ feedback on Aqualog. This forms an important part of our software development program.
6. Software Training
Software training can be undertaken either at our premises in Surbiton or at your premises. Training incurs an additional charge to the annual licence fee.
7. Client Responsibilities
7.1. Internet Access and Hardware and Software Configurations
You agree to be responsible for providing and maintaining your own Internet access and agree to notify us of any changes in your equipment, including any system configuration changes or any hardware or software upgrades, which may affect the services provided by us.
7.2. Reproducing Errors
We must be able to reproduce errors in order to resolve them. Therefore you agree to cooperate and work closely with us to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate.
7.3. Remote Access for Troubleshooting
Subject to your approval and based on a case by case basis, your users may be asked to provide remote access to their account and/or desktop system for troubleshooting purposes.
7.4. Unlawful Use
Our services are only to be used for lawful purposes. You agree not to transmit, re-transmit or store materials on or through the web application that are harmful to the Aqualog service or software, or in violation of any application laws or regulations. You are responsible for the nature of all Client Data.
7.5. Aqualog Administration
At the end of the implementation period or after 3 months from the agreement date, which ever is the later: (a) you will be responsible for setting up and maintaining client login/passwords and assigning user and logbook permissions to your users by making use of the supplied Role Management software functionality and (b) set up and implementation of new logbooks (c) creation/editing of assets (d) creation /editing of activities & jobcards and subordinate functions including asset mapping & scheduling.
8. Confidential Information and Non-Disclosure
The Parties – each (the “Confidee”) – undertake on behalf of themselves and their employees, agents and permitted subcontractors that they will keep confidential and will not use for their own purposes (other than fulfilling their obligations under this Agreement) nor without the prior written consent of the other disclose to any third party any information of a confidential nature relating to the other (the “Confidor”), including (without limitation) any trade secrets, confidential or proprietary technical information, trading and financial details and any other information of commercial value, which may become known to the Confidee under or in connection with this Agreement (“Confidential information”).
9. Data Protection – Your Privacy
We comply fully with the Data Protection Act 1998 and all applicable data protection and privacy legislation. We will only process personal data in accordance with the applicable rules. We will control all personal data you submit.
We reserve the right at all times to monitor, review, retain and/or disclose any Data or other information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to investigate any suspected breach of these Terms and Conditions.
We collect IP addresses from all users of the Aqualog System when they log into the Services as part of the Company’s “Identity Confirmation”
We collect the email addresses of all the users of the Aqualog System primarily as a means to communicate login and password information in the event users forget part of their login details. We may also from time to time use them to communicate information about new functionality, updates or other issues which solely applicable to their use of the Aqualog System.
We do not share any of your data with any third parties.
10. Intellectual Property
Intellectual property rights in all software, information, technology or data whatsoever supplied by us under the Agreement shall remain our property.
aquaLog® is a registered trademark of Aqualog Limited. aquaLite™ and GoBacti™ are trademarks owned by Aqualog Limited. You may use our trademarks in work instructions, safety and training publications and reports to specify the use of our products as long as the ownership by Aqualog is acknowledged.
12. Force Majeure
Neither party shall be responsible to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of force majeure. Events of force majeure include, but are not limited to, war, acts or terrorism, acts of government, natural disasters, fire, acts of God. If an event of force majeure results in delay or non-performance by a party for a period of thirty (30) days or more, either party shall be entitled to terminate this Agreement with immediate effect.
Aqualog warrants that (a) this Agreement accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) Aqualog will not materially decrease the overall security of the Client Data during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, (d) We will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Section 15.
14. Right to Modify Agreement
Any amendments to this Agreement shall be in writing and shall have no effect unless they are signed by the duly authorised representatives of both Parties.
15. Term and Termination
The minimum term of this Agreement is a period of One (1) year, unless specified differently in the Commercial Terms, from the Effective Date (“Initial; Term”), after this Initial Term this Agreement shall be automatically renewed every year for subsequent one year terms unless terminated by either Party with a written notice no less than thirty (30) days prior to the then current Expiry Date. Notice of cancelation will only be accepted if the account is running within the agreed payment terms; a termination notice will not be valid if the account is in arrears at the time of the notice. In order to cancel this agreement prior to the Expiry Date the balance due for the remainder of the term is payable in full.
16. Data Portability and Deletion.
Upon request by the client made within 30 days after the effective date of termination or expiration of this Agreement, the provider will make Client Data available to the client for export or download. After that 30-day period, the provider will make Client Data available online (with download facility) for a period of one (1) year at a cost to the client of 20% of the Annual License Fee, payable in full immediately.
Unless otherwise specified herein, any and all notices served hereunder shall be deemed to be served only if any such notice is served via registered post or email with receipt acknowledgement.
18. Commercial Terms
All prices are fixed for the minimum term.
License Fee based on asset and entry charges as per the Price List if not specifically stated in the Commercial Terms.
18.1.Training & Implementation
All Training and implementation fees are charged in addition to the License Fee as set out in the Price List, or Commercial Terms here within.
18.2.Technical Support & Account Management
All services as outlined in sections 4 and 5 of this agreement are included within the License Agreement cost, unless stated differently in the Commercial Terms.
Payment terms are strictly 30 days from invoice date.
We reserve the right to charge interest for late payment at statutory interest rates and or disable services. If we disable the service we reserve the right to charge a reasonable service reinstatement fee.
Unless specified otherwise, Aqualog states all Charges exclusive of VAT which is charged at the current rate. Any Charges not specified in the Commercial Terms shall be at Standard List Price. Rounding and minimum charges apply as set out in the Commercial Terms and/or the Price List.
Access Fees shall be invoiced by Aqualog monthly or annually in advance and all other Charges shall be invoiced monthly in arrears. Customer shall pay all invoices by the Due Date without set off, unless validly disputed. If You reasonably and in good faith disputes an invoice or part of it, You shall use reasonable endeavours to notify Aqualog of such dispute before the Due Date, providing explicit details of why the invoiced amount is incorrect and how much You consider is due. Where Aqualog has not received payment for undisputed Charges by the Due Date, Aqualog shall: (a) contact Customer’s accounts payable department (or other contact advised to Aqualog in writing) to request payment; (b) be entitled to charge interest on the overdue undisputed Charges at 4% per annum above the base rate of the Bank of England; and (c) be entitled to charge You reasonable administration costs as a result of You paying late. All third party costs incurred by Aqualog in relation to recovering any late payment including legal fees and debt recovery fees will be paid by You.
Where Aqualog has not received payment within 5 working days of the Due Date, Aqualog shall contact Customer again to request payment and give notice of the actions Aqualog will take if payment is not received. Where Aqualog has not received payment within 5 working days of the Due Date, Aqualog may take all or any of the following actions until such time as payment, including any interest due, has been received: (a) withhold any sums owing to You by Aqualog; (b) suspend Your use of the Services in relation to which Charges are outstanding; and (c) subject to Aqualog having taken one of the actions above, demand the balance of payment for the minimum term of the agreement.
This agreement supersedes all terms and conditions of any purchase order that you issue to Aqualog in relation to payment for this agreement.