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iPaaS Service Agreement

This Agreement is made between Patchworks Media Ltd with Head Offices at 16 CommerceSquare, Nottingham, United Kingdom, NG1 1HS (“Patchworks HQ”), and the legal entitydefined on an Invoice, Order, Quotation and / or proposal ("Licensor").

By signing up for the Patchworks service (the “Service”) you agree to be bound by the termsof this Agreement.

If you are an agent or employee of an entity, you represent and warrant that (i) you are dulyauthorized to accept this agreement on such entity’s behalf and to bind such entity, and (ii)such entity has full power, corporate or otherwise, to enter into this agreement and perform itsobligations under this agreement.

This Agreement will become effective when this Agreement is executed by authorized representatives of both parties (the “Effective Date”).

 

Patchworks Obligations
Services Provided by Patchworks:

The following services shall be included:

  1. Patchworks shall provide the customer with phone line and e- mail address, which will ensure expedient response times with regards to support issues.
  2. Patchworks shall provide the customer with early access to feature releases.

 

Customer Obligations

License Fees: Customer shall pay Patchworks the fees set forth in the written Agreement.

Fees

Subscription Fees: The Subscription Fee will remain fixed during the initial term of your contract, unless your usage requires us to upgrade the hosting provision for your Patchworks instance or you request additional endpoints and / or services to be added into your instance.

Fee Adjustments: Patchworks’ platform, hosting and service fees are reviewed annually and, where appropriate, our current price list is updated. If this increase applies to you, we will notify you at least thirty (30) days in advance of the increase being applied and your next renewal point (be that monthly, quarterly, bi-annually or annually). The increased fees will apply at the start of the next renewal term. If you do not wish to agree to an increase, either party can choose to terminate your subscription at the end of your current term by giving the notice required in the ‘Term & Termination’ section below

Payment: Recurring license and support subscriptions will be furnished on the aforementioned payment schedule(s) by method of Direct Debit via Patchworks’ payment partner; GoCardless. Payments automated by GoCardless are attributed seven (7) day terms from date of invoice by default.This method of payment may be altered upon agreement of both parties and Patchworks are typically also able to support Bank Transfers and Credit Card payment, if required.

Payment Information: You will keep your contact information, billing information and direct debit / credit card / bank transfer details (where applicable) up to date. Changes may be made by emailing accounts@patchworks.co.uk. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

Sales Tax: All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of associated Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.

Withholding Tax: If you are required to deduct or withhold tax from payment of your Patchworks invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”). You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you
do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

 

Representations and Warranties

Patchworks Warranties: Patchworks represents and warrants to customer that during the term it will provide the services including the support services in a manner consistent with this agreement. Patchworks does not warrant that customer’s use of the services will be error-free or uninterrupted.

Customer Warranties: Customer represents and warrants that: customer has the legal power to enter into this agreement. Customer shall be responsible for the content and the operation of and transactions processed through the websites. Patchworks shall not be liable to customer, any user or any third party for any use of or inaccuracy in any content or for any transactions processed through the websites.

Disclaimer: Except as specifically set out in this section the service is provided “as is”, without any representations and/or warranties and or conditions of any kind. Patchworks and its licensors and/or suppliers make no other representations and give no other warranties or conditions, express, implied, statutory, or otherwise regarding the service provided under this agreement and patchworks specifically disclaims any and all statutory representations,warranties and/or conditions against non-infringement and any and all implied representations, warranties and/or conditions of merchantability, merchantable quality, durability, title and fitness for a particular purpose to the maximum extent permitted by applicable law.

Limitation of Liability: In no event shall patchworks be liable to the customer for any lost profits or for any incidental, punitive, indirect, special or consequential damages (including, without limitation, damages for loss of business, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss), however caused and under any theory of liability (including negligence) and whether or not patchworks has been advised of the possibility of such damage. In no event shall patchworks’s aggregate liability for damages arising out of or related to this agreement exceed the fees paid by customer in the twelve (12) months prior to the date on which the claim arose.

Confidentiality: Neither party shall use any confidential information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s confidential information as it uses to protect its own confidential information of like nature. Neither party shall disclose the other party’s confidential information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such confidential information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s confidential information.

Injunctive Relief: Each party acknowledges that due to the unique nature of the other party’s confidential information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its confidential information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

Other Exceptions: Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment
is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement.

 

General

Relationship of Parties: The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

Assignment: Customer may not assign this agreement without the prior written consent of patchworks. Patchworks may assign this agreement at any time

Choice of Law: This Agreement shall be governed by and interpreted in accordance with the laws of United Kingdom and the parties irrevocably attorn to the jurisdiction of the courts of the United Kingdom with respect to any dispute or claim arising out of or in connection with this Agreement.

Compliance with Laws: Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure: Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.

GDPR: Patchworks support the GDPR and ICO. Please refer to our statement of compliance for detailed information on how Patchworks comply with the associated legislation: https://www.patchworks.co.uk/pages/ipaas-compliance-statement/

 

Term & Termination

Term: Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Initial Term”). Following the Initial Term, Customer will be placed on a thirty (30) day rolling contract and Customer may terminate this agreement at any time with at least thirty (30) days written notice.

Termination: Either party may terminate this Agreement with written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party;(ii) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach;(iii) ceases to carry on business as a going concern; or (iv) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party. 

 

Uptime & SLA Credits

This Service Level Agreement applies to all services delivered directly to Customers of Patchworks. Uptime guarantees and SLA credits are calculated quarterly.

Availability
Patchworks services have a guaranteed 99.5% uptime. Uptime is exclusive of service outages attributed to
1. Scheduled maintenance of which Customer has notice
2. Failures by the Customer, the Customer’s third party providers, suppliers or any factors beyond Patchworks reasonable control.
3. Internet connectivity issues (Customer cannot connect to the internet).

Patchworks will take reasonable endeavours to ensure that the integration is up and working all of the time. Patchworks deploy integrations on dedicated virtual droplet servers which can be deployed within moments. If there is a hardware or server issue, Patchworks can redeploy swiftly. All code is backed up locally in cloud code repositories (Beanstalk) and on backed up server instances.

Calculation of SLA Support Credits
In the event that Customer experiences less than 99.5% uptime in a calendar quarter, then upon Customer’s written request, Patchworks will provide credit against Customer’s normal monthly license fees (“Support Credit”). Each credit will be calculated as one month of Customer’s standard license fees

SLA Support Credit Process
To be eligible for Support Credits, Customer must have opened a support ticket / email at the time of the outage. Outage notifications must state the date, time, and length of each drop in service. Following review and approval of outage notifications, Patchworks will apply a  Support Credit to Customer’s fees for services. To be eligible for Support Credits, Customer must be up to date with payments. Written requests for a Support Credit must be timely or Customer will forfeit rights to a Support Credit for the quarter. Customer is eligible for one Support Credit in any calendar quarter. Support Credits available to Customer for any calendar quarter will not exceed one month’s license fees.

Last Updated : Jan 28th 2021