IRIS Software Ltd:
(Herein referred to as “IRIS Software”)
Terms and Conditions
CONTENTS
GENERAL TERMS AND CONDITIONS
1 DEFINITIONS AND INTERPRETATION
2 APPOINTMENT
3 DURATION
4 SERVICES
5 USER ACCESS AND CUSTOMER DATA
6 SERVICE FAILURE
7 CONTRACT MANAGEMENT
8 CHARGES AND PAYMENT
9 FEATURE REQUEST
10 CONTRACT CHANGE
11 INTELLECTUAL PROPERTY RIGHTS
12 INTELLECTUAL PROPERTY INDEMNITIES
13 NON SOLICITATION
14 FORCE MAJEURE
15 CONFIDENTIALITY
16 ANNOUNCEMENTS
17 DATA PROTECTION
18 TERMINATION
19 CONSEQUENCES OF EXPIRY OR TERMINATION
20 WARRANTIES
21 LIMITATIONS ON LIABILITY
22 ASSIGNMENT
23 RIGHTS OF THIRD PARTIES
24 ENTIRE AGREEMENT
25 NOTICES
26 DISPUTE RESOLUTION
27 RELATIONSHIP
28 COUNTERPARTS
29 REMEDIES
30 SEVERANCE
31 WAIVER
32 GOVERNING LAW AND JURISDICTION
APPENDIX A: CONTRACT CHANGE NOTE
SCHEDULE 1: SOFTWARE LICENCE
SCHEDULE 2: INSTALLATION SERVICES
SCHEDULE 3: SUPPORT SERVICES
SCHEDULE 4: HOSTING SERVICES
GENERAL TERMS AND CONDITIONS
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following terms have the following meanings:
Account Manager: as defined on the Frontsheet;
Additional Services: the services described on the Frontsheet (if any);
Agreement: the Frontsheet, these General Terms and Conditions and the schedules selected on the Frontsheet;
Applicable Law: all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal, all codes of practice having force of law, statutory guidance, regulatory policy or guidance and industry codes of practice;
Business Day any day which is not a Saturday, Sunday or a public or bank holiday in England;
Change a variation to the Services or to any other terms of this Agreement but excluding a Feature Request;
Contract Change Note or CCN the form used by the Parties to set out the details of an agreed Change and which shall be substantially in the form set out in Appendix A to these General Terms and Conditions;
Charges the charges to be paid by the Client for the Services and the Licence as described on the Frontsheet;
Client Data all data or records of whatever nature in whatever form relating to the Client, its operations, facilities, assets, employees, students or otherwise relating to its business, whether subsisting at the date of this Agreement, or created or processed in connection with the Services or as provided by the Client to IRIS Software in connection with the Services. Client Data shall include all Client Personal Data;
Client IPR Claim: any claim or allegation that the Client infringes a third party’s Intellectual Property Rights that arises out of, or in connection with, the receipt or use of the Services or the Software in accordance with this Agreement;
Client IPR: all Intellectual Property Rights subsisting in the Client Data and the Client Modifications;
Client Modification: as defined in paragraph 8 of Schedule 3 (Support Services);
Client Personal Data: all Personal Data which is owned, controlled or processed by the Client which is provided by or on behalf of the Client to IRIS Software or which comes into the possession of IRIS Software as a result of or in connection with the supply of the Services;
Confidential Information: information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain during the Contract Term in breach of any obligation of confidence;
Contract Commencement Date: as defined on the Frontsheet;
Contract Term: the period during which this Agreement is in force and effect as determined by clause 3;
Defect (a) any error or failure of code within the Software which causes the Software to produce unintelligible or incorrect results; or
(b) any error or failure of code within the Software which causes a material adverse effect on performance;
Dispute: any dispute, disagreement or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes and claims);
Dispute Resolution Procedure: the Dispute resolution procedure in clause 26;
or DRP
Documentation: the Software user documentation made available generally to IRIS Software ’s clients via https://www.isams.com/resources/support/
Feature Request: as defined in clause 9.1;
Force Majeure Event: any cause affecting the performance by a party of any of its obligations under this Agreement which is beyond its reasonable control and which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable;
Frontsheet: the front sheet to this Agreement which contains the details of the parties, identifying the applicable schedules and contains certain other details specific to this Agreement;
Go Live: date of confirmation by IRIS Software to the Client that the Installation Services have been completed and the Support Services will commence or, where IRIS Software is providing Hosting Services, commencement of the provision of the Hosted Services by IRIS Software ;
Go Live Date: the date upon which Go Live occurs;
Good Industry Practice: the exercise of that degree of skill, diligence, prudence, foresight and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same or a similar business;
Hosting Services: the services described in Schedule 4 (Hosting Services);
Initial Term: as defined on the Frontsheet;
Installation Services: the services described in Schedule 2 (Installation Services) including the Training Services;
Install Manager: as defined on the Frontsheet;
Intellectual Property Rights : any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, copyright and neighbouring and related rights, rights in designs, trade and service marks, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights;
IRIS Software Background IPR : all Intellectual Property Rights owned by or licensed to IRIS Software before the date of this Agreement or developed by IRIS Software independently of this Agreement, including all Intellectual Property Rights in the Software;
IRIS Software IPR Claim: any claim or allegation that IRIS Software infringes a third party’s Intellectual Property Rights that arises out of, or in connection with, the receipt or use of the Client IPR in connection with the provision of the Services or any Client Modification;
Liabilities: all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
Licence: as defined in paragraph 1 of Schedule 1 (Software Licence);
Permitted Purposes: as defined in clause 15.1;
Planned Go Live Date: the planned Go Live Date agreed between the Parties and stated on the Frontsheet;
Platform: the hosted service platform provided by IRIS Software ’s hosting service partner (as described in paragraph 3.1 of Schedule 4 (Hosting Services)) upon which the Software will be installed and configured on behalf of the Client pursuant to the provision of the Hosting Services (if applicable);
Project IPR: all Intellectual Property Rights which result from or otherwise come into existence as a result of the supply of the Services, including any modification, adaptation or enhancement to the Software;
Personal Data: as defined in clause 17.1.1;
Primary Contact: as defined on the Frontsheet;
Processing : as defined in clause 17.1.1;
Service Failure: any disruption to the provision of the Services in accordance with this Agreement;
Service Levels: the minimum standard of performance required in respect of the Support Services (as set out in Schedule 3 (Support Services)) and the Hosted Services (as set out in Schedule 4 (Hosting Services));
Services: to the extent the following services have been selected or described on the Frontsheet: the Installation Services, Support Services, Hosting Services and Additional Services;
Software: the database, web interface software and API which are licensed to the Client as listed on the Frontsheet;
Support Commencement Date: as defined on the Frontsheet;
Support Manager: as defined on the Frontsheet;
Support Services: the services described in Schedule 3 (Support Services);
Training Services: as defined in paragraph 5.1 of Schedule 2 (Installation Services);
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any other tax of any jurisdiction based on sales of goods or services such as sales taxes and any similar, replacement or additional tax;
Virus: any “back door”, “time bomb”, “Trojan horse”, worm”, “drop dead device”, “virus” or other computer software routine intended or designed to:
(a) disable, damage, erase, disrupt or impair the normal operation of; or
(b) provide unauthorised access to or modification of,
computer systems or any software or information saved on those computer systems; and
Working Hours: as defined on the Frontsheet.
1.2 In this Agreement, unless otherwise specified, a reference to one gender shall include reference to the other genders; words denoting a singular number include the plural and vice versa; references to the definite article shall include the indefinite article and vice versa; references to persons shall include firms, companies and other organisations; reference to a statutory provision includes a reference to the same as modified, re-enacted or both from time to time and any subordinate legislation made under it, in each case whether before or after the date of this Agreement; headings shall not affect the interpretation of this Agreement and words such as “include” or “including” are to be construed as meaning “including without limitation”.
1.3 If there is any conflict, apparent conflict or ambiguity in or between any of the sections of this Agreement set out below, the sections shall be applied in the following order of precedence with the sections higher in the order of precedence prevailing over those lower in the order:
1.3.1 the clauses; then
1.3.2 the Schedules; then
1.3.3 any other document referred to in this Agreement.
2 APPOINTMENT
With effect from the Contract Commencement Date, and subject to the terms of this Agreement, the Client appoints IRIS Software to supply the Services and grant the Licence to the Client.
3 DURATION
This Agreement shall commence on the Contract Commencement Date and (unless terminated earlier in accordance with this Agreement) shall continue until all applicable schedules have expired or otherwise terminated.
4 SERVICES
4.1 IRIS Software shall supply the Services:
4.1.1 in accordance with Good Industry Practice;
4.1.2 in accordance with all Applicable Laws applying to IRIS Software ’s responsibilities under this Agreement; and
4.1.3 in accordance with the requirements of this Agreement.
4.2 IRIS Software shall use reasonable endeavours to attain the Service Levels.
4.3 IRIS Software may from time to time and without notice, change any Services or the Software in order to comply with any Applicable Laws, provided that such changes do not materially affect the nature, scope or, or the Charges for those Services or the Software.
4.4 If the Client commits any breach of this Agreement IRIS Software shall be entitled to suspend provision of the Services pending remediation of such breach.
5 USER ACCESS AND CUSTOMER DATA
5.1 The Client is responsible for ensuring that each of its users:
5.1.1 manages their user account information to ensure it remains up to date; and
5.1.2 keeps their account password confidential to ensure no unauthorised access is made to the Services via that user’s account.
5.2 IRIS Software shall not be responsible for any Liabilities arising from unauthorised access to the Services arising from the Client’s failure to comply with clause 5.1.
5.3 The Client shall be responsible for the accuracy and integrity of all Client Data managed, stored or processed using the Services and, unless IRIS Software is providing Hosting Services to the Client, shall also be responsible for maintaining appropriate back ups of all such Client Data notwithstanding the provision of any Additional Services by IRIS Software .
6 SERVICE FAILURE
6.1 If there is a Service Failure, or it is reasonably foreseeable that there may be one, as soon as reasonably practicable IRIS Software shall notify the Client of its nature and the action that it has taken or proposes to take to minimise its adverse effects.
6.2 IRIS Software shall minimise the impact of any Service Failure and resume normal supply of the Services as soon as reasonably possible.
6.3 Throughout the period of any Service Failure, IRIS Software shall keep the Client advised of the status of all remedial efforts being undertaken by it or on its behalf with respect to the underlying cause and effects of the Service Failure.
7 CONTRACT MANAGEMENT
7.1 The Install Manager shall be responsible for handling all queries and concerns relating to the Installation Services and the Support Manager shall be responsible for handling all queries and concerns relating to the Support Services. All other queries and concerns relating to the provision of the Services and the operation of this Agreement will be handled by the Account Manager.
7.2 The Primary Contact shall act as the lead point of contact on behalf of the Client for the receipt of the Services (and shall have authority to commit the Client under this Agreement) and be responsible for proper liaison with IRIS Software .
8 CHARGES AND PAYMENT
8.1 The Client shall pay the Charges and all expenses incurred by IRIS Software in connection with the provision of the Training Services pursuant to paragraph 5.4 of Schedule 2 (Installation Services) in accordance with the terms of this Agreement. The Charges are stated exclusive of VAT (where applicable) which the Client shall pay in addition to the Charges at the rate prevailing on the date of the invoice.
8.2 The Client shall pay each invoice within the period of 30 days following the date of the valid invoice. Any Client queries regarding any invoice must be raised with IRIS Software within 14 days of receipt of the invoice.
8.3 All payments due under this Agreement shall be made in pounds sterling unless otherwise agreed in writing between the parties.
8.4 If the Client fails to make any payment due to IRIS Software under this Agreement by the due date for payment, IRIS Software may charge the defaulting party interest on the overdue amount at the rate of 3% per annum above the base lending rate of the Bank of England, as published from time to time. Such interest shall accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
8.5 If the Client fails to make any payment due to IRIS Software under this Agreement within 30 days following notice from IRIS Software that the amount has not been paid by the due date for payment, IRIS Software may:
8.5.1 suspend the provision of the Services pending payment in full (plus accrued interest); or
8.5.2 terminate this Agreement by written notice to the Client.
8.6 The Client shall not be entitled to set off any Charges due to IRIS Software against any amounts due to the Client from IRIS Software either under this Agreement or otherwise.
8.7 IRIS Software will increase the annual recurring Software Licence, Support Services and Hosting Services fees by 3%, with effect from each anniversary of the System Go Live Date. IRIS Software shall be entitled to increase the annual recurring Software Licence, Support Services, Hosting Services fees by no more than 10% per annum but will give the Client not less than six months’ prior notice.
8.8 If the number of students as at an anniversary of the Go Live Date falls below or exceeds the student number banding stated on the Frontsheet then the Client shall give IRIS Software prior written notice and IRIS Software shall adjust the Software Licence fees in accordance with IRIS Software ’s then current standard price list with effect from such date. IRIS Software reserves the right to audit the Client’s use of the Software from time to time to verify student numbers.
8.9 The Client will reimburse IRIS Software in respect of the costs incurred by IRIS Software to procure a UK certificate of tax residence in order to obtain tax relief from the taxation authorities of the jurisdiction in which the Client is resident or operates.
9 FEATURE REQUEST
9.1 If the Client wishes IRIS Software to introduce additional Software functionality then it may submit a request for such functionality (Feature Request) through IRIS Software ’s feature request management system, UserVoice.
9.2 All Feature Requests are subject to approval by IRIS Software (in its sole discretion) before being made available via UserVoice for IRIS Software ’s clients to vote in favour of such Feature Request.
9.3 IRIS Software regularly reviews the voting in respect of each Feature Request and take such client voting into account when developing a new release of a Software module.
10 CONTRACT CHANGE
10.1 Either party may request a Change by giving notice in writing to the other describing the Change and the reasons for requesting it in sufficient detail to enable the other party to understand the possible impact of the proposed Change (Change Request).
10.2 If either party reasonably requires any clarification or further information in order for it to respond to a Change Request, it shall promptly notify the other party and the relevant time period shall be extended by the time taken by the other party to provide that clarification or information. Each party shall respond to any request for clarification or further information as soon as reasonably practicable.
10.3 Within 10 Business Days of receiving a Change Request from the Client (or at the time of making its own Change Request), IRIS Software shall provide an estimate (Estimate) to the Client in writing which sets out:
10.3.1 whether the Change is technically feasible;
10.3.2 whether relief from compliance by the Supplier with its obligations under this Agreement is required during the implementation of the Change;
10.3.3 any impact of the Change on the supply of the Services or the Charges payable in respect of the Services;
10.3.4 any amendment required to this Agreement as a result of the Change; and
10.3.5 the period within which the Change can be implemented.
10.4 As soon as practicable after the Client receives the Estimate, the Parties shall discuss and seek to agree the matters set out in the Change Request and the Estimate.
10.5 Where the Parties agree to make a Change pursuant to clause 10.4, IRIS Software shall prepare 2 copies of a CCN bearing a unique identifying number and recording the approved Change, which the Account Manager shall sign and deliver to the Primary Contact for his/her signature.
10.6 Following a CCN being signed by both Parties and returned to IRIS Software, IRIS Software shall implement the Change to which it relates in accordance with the CCN.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All Client IPR shall remain vested in and owned by the Client.
11.2 All IRIS Software Background IPR and Project IPR shall remain vested in and owned by IRIS Software . The parties agree that, except as stated herein or as agreed by the parties in writing, this Agreement does not grant to the Client any right, title or interest in the IRIS Software Background IPR, the Project IPR or any Intellectual Property Rights subsisting in the Software or any other Intellectual Property Rights of IRIS Software.
11.3 Any infringement of the Intellectual Property Rights of either party shall constitute an irremediable material breach of this Agreement.
12 INTELLECTUAL PROPERTY INDEMNITIES
12.1 IRIS Software shall:
12.1.1 indemnify the Client against any Liabilities suffered or incurred by or awarded against the Client arising from any Client IPR Claim or that are incurred by the Client in complying with its duties under clause 12.2; and
12.1.2 conduct or (at its option) settle any Client IPR Claim (at no cost to the Client).
12.2 In relation to any Client IPR Claim which comes to its attention the Client shall:
12.2.1 promptly notify IRIS Software of the Client IPR Claim;
12.2.2 procure any authorisation reasonably required for IRIS Software to conduct or settle the Client IPR Claim;
12.2.3 provide IRIS Software with all reasonable assistance to conduct or settle the Client IPR Claim; and
12.2.4 not admit, compromise or settle any part of the Client IPR Claim without first obtaining IRIS Software ’s written agreement.
12.3 In respect of any Service or Software that is the subject of a Client IPR Claim IRIS Software shall (at no cost to the Client) either:
12.3.1 procure the right for the Client to continue to use that Service in accordance with this Agreement; or
12.3.2 modify or replace the Service so that it no longer infringes any third party’s Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected.
12.4 The Client shall:
12.4.1 indemnify IRIS Software against any Liabilities suffered or incurred by or awarded against IRIS Software arising from any IRIS Software IPR Claim or that are incurred by IRIS Software in complying with its duties under clause 12.5; and
12.4.2 conduct or (at its option) settle any IRIS Software IPR Claim (at no cost to IRIS Software).
12.5 In relation to any IRIS Software IPR Claim which comes to its attention IRIS Software shall:
12.5.1 promptly notify the Client of the IRIS Software IPR Claim;
12.5.2 procure any authorisation reasonably required for the Client to conduct or settle the IRIS Software IPR Claim;
12.5.3 provide the Client with all reasonable assistance to conduct or settle the IRIS Software IPR Claim; and
12.5.4 not admit, compromise or settle any part of the IRIS Software IPR Claim without first obtaining the Client’s written agreement.
12.6 This clause constitutes the Client’s exclusive remedy in respect of a Client IPR Claim and IRIS Software ’s exclusive remedy in respect of an IRIS Software IPR Claim.
13 NON SOLICITATION
Neither party shall during the Contract Term or during the period of one year after it has terminated, entice or induce or attempt to entice or induce away from the other party any person who, at any time during the term of this Agreement, is, or has been, employed by the other party in relation to the provision of the Services to the Client or the receipt of the benefit of such Services.
14 FORCE MAJEURE
If either party is delayed or prevented in the performance of any of its obligations under this Agreement by a Force Majeure Event, that party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that party, using all reasonable endeavours, to perform that obligation.
15 CONFIDENTIALITY
15.1 Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).
15.2 Each party shall treat as confidential all Confidential Information of the other party and shall not divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the Permitted Purposes. Each party shall ensure that its employees are aware of, and shall use reasonable endeavours to ensure its employees comply with, this clause 15; and
15.3 The restrictions imposed by clause 15.1 and 15.2 shall not apply to the disclosure of any Confidential Information which:
15.3.1 is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause 15;
15.3.2 before any negotiations or discussions leading to this Agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or
15.3.3 is required by law or regulation to be disclosed to any person who is required by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
15.4 Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information of the other party and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
15.5 The obligations of confidentiality set out in this clause 15 shall survive the expiry or termination of this Agreement.
16 ANNOUNCEMENTS
Each party agrees that it will not make or issue any announcement relating to the existence or subject matter of this Agreement or to the fact that the Client is a customer of IRIS Software or use the other’s logo without the prior written approval of the other party provided that these restrictions shall not apply to any announcement to the extent that such announcement is required by any law, applicable securities exchange, supervisory, regulatory or governmental body.
17 DATA PROTECTION
17.1 Applicability
17.1.1 Each party will comply with its obligations under this clause 17 if and to the extent that Personal Data is Processed in connection with this Agreement.
17.2 Additional Definitions
In this clause 17:
17.1.1 Data Controller or Controller, Data Subject, Personal Data and Processing shall bear the respective meanings given to them in the Data Protection Act 2018 and the GDPR (and Process shall be construed accordingly);
17.1.2 The GDPR means the General Data Protection Regulation 2016 (Regulation (EU) 2016/679)
17.1.3 Data Protection Law means the GDPR and any other legislation in force from time to time which implements the GDPR, the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all Applicable Law in any jurisdiction relating to the processing or protection of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or relevant supervisory authority from time to time.
17.3 Details of Data Processing
17.3.1 Subject Matter
The subject matter of the data processing is the Client data as defined in clause 1.
17.3.2 Duration
The duration of the Processing shall be as instructed by the Client or until the relevant Services have been terminated or expire.
17.3.3 Purpose of Processing
The purpose of the data Processing is the provision of the Services pursuant to this Agreement.
17.3.4 Types of Personal Data
IRIS Software processes Personal Data such as name, email address and date of birth. IRIS Software also process sensitive personal data such as ethnic origin and religion.
17.3.5 Categories of Data Subject
Data Subjects include the Client’s employees, suppliers, pupil’s contacts, pupils and end-users of the Service.
17.4 Obligations and Rights
17.4.1 Compliance with Laws
IRIS Software and the Client will each comply with Data Protection Law. In particular, the Client warrants and undertakes that:
a) it has obtained appropriate authority from all data subjects to whom it relates, or has provided them with the requisite information required under applicable Data Protection Law or has otherwise satisfied itself regarding the legal basis for processing Personal Data under the GDPR, to enable IRIS Software to process the Personal Data in accordance with this Agreement; and
b) it has all necessary appropriate consents and notices in place or has otherwise satisfied itself regarding the legal basis for processing Personal Data under the GDPR to enable lawful transfer of the Personal Data to IRIS Software for the duration and purposes of this Agreement.
17.4.2 Processing
IRIS Software will not Process Client Data other than to provide the Services, as instructed by the Client or as necessary to comply with law.
17.4.3 Submit to Audits and Inspections
IRIS Software will:
a) permit the Client to undertake an audit of IRIS Software ’s records relating to the provision or the Services to the Client to confirm IRIS Software ’s compliance with Data Protection Law provided that IRIS Software is given at least 60 days’ prior notice and provided further that such audits shall not be performed more than once in any 12 month period (unless otherwise required by a supervisory authority).
b) provide all information as reasonably requested by the Client to demonstrate that IRIS Software has met their obligations pursuant to Data Protection Law; and
c) advise the Client promptly if it becomes aware of any instruction given by the Client that does not comply with the GDPR or any other Data Protection Law.
17.4.4 Cooperate with Supervisory Authorities
IRIS Software shall, where applicable, cooperate with the supervisory authorities and make any records, if requested, available for auditing purposes.
17.4.5 Records of Processing Activities
IRIS Software shall keep and maintain records of all Processing activities in respect of provision of the Services in accordance with the requirements of Data Protection Law.
17.4.6 Transfer of Personal Data
IRIS Software shall only transfer Personal Data of the Client outside the European Economic Area if it has ensured that adequate safeguards have been put in place (as required by Data Protection Law) to protect the rights of the Data Subjects to whom such Personal Data relates.
17.5 Client Instructions
IRIS Software will only process Personal Data in accordance with the documented instruction of the Client unless required to do so by law, in such a case, IRIS Software will inform the Client of that legal requirement before processing, to the extent it is legally permitted to do so.
17.6 Confidentiality
IRIS Software shall ensure that persons Processing Personal Data for or on behalf of IRIS Software are authorised and are subject to appropriate confidentiality, data protection and data security obligations.
17.7 Security of Processing
IRIS Software has implemented and maintains appropriate technical and organisational measures to ensure the security of processing, including as appropriate:
17.7.1 the pseudonymising and encryption of personal data;
17.7.2 the ability to ensure ongoing confidentiality, integrity, availability of processing systems and services;
17.7.3 the ability to restore the availability and access to personal data; and
17.7.4 the ability to regularly test, assess and evaluate the effectiveness of technical and operational measures.
17.8 Sub-Processors
17.8.1 The Client agrees that IRIS Software may use subcontractors to fulfil its contractual obligations who will undertake Processing of Client Data (Sub-Processors).
17.8.2 The IRIS Software website lists Sub-Processors that are currently authorised by IRIS Software to Process Client Data. At least 30 days before IRIS Software authorises and permits any new Sub-Processor to Process Client Data, IRIS Software will advise the Client and update the website.
17.8.3 IRIS Software will
a) the Sub-Processor’s access to Client Data only to what is necessary to provide or maintain the Service;
b) enter into a written agreement with the Sub-Processor and will impose on the Sub-Processor contractual obligations consistent with those to which IRIS Software is subject under this clause 17; and
c) remain responsible to the Client for any acts or omissions of the Sub-Processor that cause IRIS Software to breach any of IRIS Software ’s obligations under this clause 17.
17.8.4 The Client may object to the appointment of a new Sub-Processor without prejudice to any termination rights the Client has under this Agreement and subject to the applicable terms and conditions.
17.9 Assisting the Client and the Data Subjects’ Rights
IRIS Software will provide all information reasonably requested by the Client to assist the Client:
17.9.1 to meet the Client’s obligations to advise data subjects and supervisory authorities of Personal Data breaches.
17.9.2 to comply with Data Subject access requests; and
17.9.3 to carry out data protection impact assessments (DPIA).
17.10 Security Breach Notification
IRIS Software will notify the Client of a Personal Data breach without undue delay after becoming aware of such a breach.
17.11 End of Contract Provisions
Upon termination of this Agreement, IRIS Software will delete or return all Personal Data to the Client as requested by the Client except to the extent any Personal Data is required to be retained by IRIS Software under applicable law.
18 TERMINATION
18.1 Either party may terminate this Agreement with immediate effect on giving notice to the other party if the other party:
18.1.1 commits a material breach of this Agreement which is incapable of remedy (save as to time of performance).
18.1.2 commits a material breach of this Agreement which is capable of remedy but fails to remedy that breach within 60 days of being notified of the breach.
18.1.3 has a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee, supervisor or other similar officer appointed in respect of itself or any of its assets under the law of any jurisdiction.
18.1.4 in the reasonable opinion of the terminating party is unable to pay its debts as they fall due or, in the reasonable opinion of the terminating party, the aggregate value of all its assets is less than that of all its liabilities (including its contingent and prospective liabilities).
18.1.5 suffers an insolvency event analogous to any of the events set out in clause 18.1.3 or 18.1.4 in any jurisdiction; or
18.1.6 suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.
19 CONSEQUENCES OF EXPIRY OR TERMINATION
19.1 On termination of this Agreement for any reason:
19.1.1 the Client shall immediately pay to IRIS Software any sums due to IRIS Software under this Agreement; and
19.1.2 subject to paragraph 6.1 of Schedule 4 (Hosting Services) (if applicable), each party will promptly destroy or return all documents and materials belonging to the other party then in its possession, custody, or control.
19.2 The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations, or liabilities of the Parties existing at expiry or termination.
19.3 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of this Agreement, shall remain in full force and effect after this Agreement expires or terminates.
20 WARRANTIES
20.1 IRIS Software warrants to the Client that:
20.1.1 the Software will comply with the Documentation;
20.1.2 it has taken all precautions in accordance with Good Industry Practice to prevent the introduction of any Virus into its computer systems or those of the Client; and
20.1.3 the Services will be provided in accordance with the terms of this Agreement.
20.2 IRIS Software hereby excludes all liability for breach of any warranty and condition, express or implied, which is not expressly set out in this Agreement.
21 LIMITATIONS ON LIABILITY
21.1 Nothing in this Agreement shall limit or exclude the liability or remedy of either party or any other person:
21.1.1 for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
21.1.2 for fraud or fraudulent misrepresentation;
21.1.3 in respect of an obligation in this Agreement to indemnify a party or any other person; or
21.1.4 for any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law.
21.2 Subject to clause 21.1, IRIS Software ’s total aggregate liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise howsoever, for any event or series of connected events shall be limited to an amount equal to 100% of the Charges paid or payable under this Agreement during the 12 month period preceding the occurrence of the event (or series of connected events).
21.3 Subject to clause 21.1 and except as expressly provided to the contrary in this Agreement, IRIS Software will not be liable to the Client for any:
21.3.1 loss of profits or business revenue;
21.3.2 loss of goodwill or reputation;
21.3.3 subject to clause 21.4, loss of, or corruption to, data; or
21.3.4 indirect, special or consequential loss or damage.
22 ASSIGNMENT
The Client may not assign, transfer, charge, create a trust over or otherwise deal in this Agreement or any of its rights or obligations under this Agreement (or purport to do so) without the prior written consent of IRIS Software.
23 RIGHTS OF THIRD PARTIES
This Agreement does not create any right or benefit enforceable by any person not a party to it except for a person who under clause 22 is a permitted successor or assignee of the rights or benefits of a party that may enforce such rights or benefits.
24 ENTIRE AGREEMENT
24.1 This Agreement constitutes the entire agreement and understanding of the Parties and supersedes and extinguishes all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter.
24.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a party (whether made innocently or negligently) which is not expressly set out in this Agreement.
25 NOTICES
25.1 Any notice or similar communication given under or in connection with this Agreement shall be in writing and shall be delivered:
25.1.1 by hand;
25.1.2 sent by pre-paid post providing for next Business Day delivery (or pre-paid air mail if overseas) providing proof of postage; or
25.1.3 (subject to clause 25.2.4) by email,
to the recipient party at the address or email address, and for the attention of the persons, set out on the Frontsheet (being IRIS Software Customer Account Manager or the Client’s Primary Contract, as appropriate) or such other address or email address or persons (not exceeding 2 persons) as that party may specify by notice to the other party.
25.2 Notices and similar communications shall be deemed to have been received:
25.2.1 if delivered by hand, at the time of delivery to the address;
25.2.2 if sent by pre-paid post, at 09.00 on the second Business Day after posting;
25.2.3 if sent by pre-paid air mail, at 09.00 on the fifth Business Day after posting; and
25.2.4 if sent by email, at 09.00 on the next Business Day after sending provided that the subject line of the email identifies that it is a notice being given under this Agreement and provided that a confirmatory copy is provided by one of the other means referred to in clause 25.1 dispatched on the same date as the email was sent, failing either of which the email shall not constitute a valid notice.
25.3 Faxes and electronic communications other than email are not valid notices under this Agreement.
26 DISPUTE RESOLUTION
26.1 The Parties shall procure that the Account Manager and the Primary Contact shall meet and use their reasonable endeavours to resolve any Dispute. If the Dispute is not resolved between the Account Manager and the Primary Contact within 10 Business Days of receipt of a written request from either party (Dispute Notice), the Dispute shall be referred to a senior executive from each of the Parties. If the Dispute is not resolved within 15 Business Days from the date of receipt of the Dispute Notice, either party may, in its sole discretion commence legal proceedings as contemplated by clause 32.2.
26.2 For the avoidance of doubt, nothing in this clause 26 shall prevent or restrict the Parties from commencing or continuing court proceedings or from seeking injunctive relief at any time.
27 RELATIONSHIP
27.1 This Agreement does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.
27.2 Neither party shall have, nor represent that it has, any authority to make or enter into any commitments on the other’s behalf or otherwise bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).
28 COUNTERPARTS
28.1 This Agreement may be executed in counterparts or duplicates, each of which, when executed, shall constitute an original of this Agreement and such counterparts or duplicates together shall constitute one and the same instrument.
28.2 No counterpart or duplicate shall be effective until each party has executed at least one counterpart or duplicate.
29 REMEDIES
29.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
29.2 Any right or remedy expressly included in any provision of this Agreement (or the exercise of them) shall not be considered as limiting a party’s rights or remedies under any other provision of this Agreement (or the exercise of them).
30 SEVERANCE
30.1 If any provision, or part of a provision, of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
31 WAIVER
31.1 A failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that, or any other, right, power or remedy and shall not, and nor shall any single or partial exercise of any such right, power or remedy, preclude the further exercise of that, or any other, right, power or remedy.
31.2 Any waiver of any right under this Agreement is only effective if it is in writing and it shall only apply to the party to whom the waiver is addressed and to the circumstances for which it is given.
32 GOVERNING LAW AND JURISDICTION
32.1 This Agreement and any Dispute shall be governed by and construed in accordance with the law of England and Wales.
32.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.
SCHEDULE 1: SOFTWARE LICENCE
1 Licence
1.1 Subject to the terms and conditions of this Agreement and in consideration of the payment of the Charges, IRIS Software grants to the Client a non-exclusive licence to permit Authorised Users to use the Software for the operation of the Licensed Schools (as defined on the Frontsheet) subject to the provisions of this Agreement (Licence).
1.2 Authorised Users means those employees and contractors undertaking their work activities at the Licensed Schools, school inspectors and other officials of the Client but excluding, for the avoidance of doubt, any competitor of IRIS Software.
2 Licence Duration
2.1 The type of licence is indicated on the Frontsheet. The Licence shall commence on the Contract Commencement Date, shall continue for the Initial Term and thereafter shall renew automatically for successive 12 month periods unless either party terminates the Licence by not less than 180 days’ written notice to the other party to terminate the Licence with effect from an anniversary of the Contract Commencement Date.
3 Licence Restrictions
3.1 The Client shall not:
3.1.1 make any part of the Software available to, or use the Software for the benefit of, any person other than the Authorised Users;
3.1.2 sell, resell, license, sub-license, distribute, rent or lease any of the Software or include any of the Software in a service bureau or outsourced service offering;
3.1.3 permit use of the Software which circumvents a usage limit set out in this Agreement; or
3.1.4 use the Software or IRIS Software ’s Confidential Information to develop a competing service.
3.2 The Client shall have no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Software in whole or in part except:
3.2.1 to the extent contemplated by sections 50B and 50C of the Copyright, Designs and Patents Act 1988;
3.2.2 to make sufficient back up copies of the Licensed Software for disaster recovery purposes. The Client shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying; and
3.2.3 to the extent that such action is legitimately required for the purposes of integrating the operation of the Licensed Software with the operation of other software or systems used by the Client, in circumstances where IRIS Software is not prepared to carry out such action at a reasonable commercial fee.
SCHEDULE 2: INSTALLATION SERVICES
1 Term
The Installation Services will be provided from the Contract Commencement Date until their completion in accordance with this Agreement.
2 Installation
2.1 IRIS Software shall perform the following services in accordance with the installation plan agreed between the parties (Installation Plan):
2.1.1 import the Client Data into the Software using the Install Spreadsheets populated by the Client pursuant to paragraph 3.1.3;
2.1.2 install and configure the Software remotely on the Client’s IT systems (if the Client intends to locally host the Software) or on the Platform (if IRIS Software is providing Hosting Services to the Client);
2.1.3 perform the configuration work set out in the Installation Plan; and
2.1.4 confirm to the Client when the Software may Go Live.
3 Client Dependencies
3.1 The Client will be responsible for:
3.1.1 if the Software will be installed on the Client’s IT systems, complying with its responsibilities set out in the IRIS Software Server Installation Guide;
3.1.2 extracting Client Data from the Client’s current management information system;
3.1.3 using such extracted data to populate the install spreadsheets provided by IRIS Software (Install Spreadsheets);
3.1.4 undertaking data cleansing in respect of the populated Install Spreadsheets; and
3.1.5 performing all other Client dependencies set out in the Installation Plan.
3.2 The Client shall ensure that all Client Dependencies are implemented prior to the date specified in the Installation Plan for the commencement of the Installation Services.
4 Delay
4.1 IRIS Software shall not be liable for any delay caused by events beyond its reasonable control and shall be entitled to a reasonable extension of time to perform its obligations under this Agreement.
4.2 Dates and times given for completion, delivery, or installation of the Software or of any stage or process are given in good faith as estimates only.
4.3 Whilst IRIS Software shall use all reasonable endeavours to meet any time estimate, it reserves the right to amend any such estimate. Time estimates given by IRIS Software assume the Client will perform the Client Dependencies on time. If delay results from the Client’s failure to do so, then such time estimates shall be extended for a reasonable period and IRIS Software may recover additional costs incurred.
5 Training Services
5.1 IRIS Software shall supply the training services set out in the training plan agreed in writing between the parties (Training Plan) to the Client to enable the Client’s personnel properly to operate the Licensed Software (Training Services). Training Services are provided in half day increments.
5.2 The Training Services shall be performed at the times and location specified in the Training Plan or as may otherwise be agreed in writing between the parties (such agreement not to be unreasonably withheld or delayed). Subject to agreement of the Training Plan, IRIS Software will provide training at the Client’s own premises, at IRIS Software ’s Slough offices and shall provide regional training at approved training centres.
5.3 The party at whose premises the Training Services are hosted shall ensure that the facilities include comfortable seated accommodation in a properly lit, ventilated, heated and safe training area, with computer facilities appropriate to the Training Services and reasonable refreshments for the attendees and IRIS Software ’s staff.
5.4 The Client shall reimburse IRIS Software for the reasonable cost of travel and accommodation incurred in connection with the performance of the Training Services away from IRIS Software ’s Slough offices provided such costs are approved in writing in advance by the Client and subject to the production, at the Client’s request, of proper invoices and receipts which are valid for the purposes of VAT (where applicable). Where training is delivered outside the UK the Client will reimburse IRIS Software in respect of flight costs and accommodation and if a flight time exceeds 7 hours the IRIS Software trainer will fly premium economy class or, if unavailable, business class.
5.5 The Client may cancel any training course or amend the number of its personnel who will be attending any training course without charge by giving at least 10 Business Days’ prior written notice to IRIS Software. If less than 10 Business Days’ prior written notice is given by the Client of any cancellation or reduction in the number of its personnel who will be attending the training course, the Client agrees to pay a cancellation charge of 50% of the course fee in respect of individual personnel who are unable to attend the training course. If less than 5 Business Days’ prior written notice is given by the Client, the Client agrees to pay a cancellation charge of 100% of the course fee in respect of individual personnel who are unable to attend the training course.
5.6 If the trainer for a particular course is incapacitated, IRIS Software will use all reasonable endeavours to find a suitable replacement trainer of equivalent skill, status, knowledge and experience to the originally scheduled trainer. If within 48 hours IRIS Software is unable to provide a replacement trainer it may cancel the course provided that IRIS Software :
5.6.1 offers an alternative course date acceptable to the Client;
5.6.2 refunds any fee paid by the Client where an alternative course date is unacceptable for any reason.
5.7 If the Client requires IRIS Software to provide further training services, these shall, at IRIS Software ’s sole discretion, be provided by IRIS Software and any additional training fees (calculated at IRIS Software ’s then current fee rates for such services) shall be agreed with the Client prior to the supply of such further training.
SCHEDULE 3: SUPPORT SERVICES
1 Definitions
1.1 In this Schedule the following terms have the following meanings:
Resolved resolving a Defect by the issuance of a software patch or update and “Resolve” and “Resolution” shall be construed accordingly;
Triaged providing a temporary workaround to circumvent a Defect pending the Defect being Resolved.
2 Term
2.1 The Support Services will be provided from the Support Commencement Date for an initial term of 12 months and thereafter shall renew automatically for successive 12 month periods unless:
2.1.1 the Client terminates the provision of the Support Services by not less than 180 days’ written notice to IRIS Software ; or
2.1.2 IRIS Software terminates the provision of the Support Services by not less than 180 days’ written notice to the Client,
to terminate the provision of the Support Services with effect from an anniversary of the Support Commencement Date.
3 Service Desk
3.1 The Service Desk will be the first point of contact for reporting Defects and raising queries for Resolution by IRIS Software (Request) and seeking updates on the current status of a logged Request. The core functions include:
3.1.1 receiving all Requests;
3.1.2 obtaining and categorising relevant information to facilitate the successful Resolution or appropriate advice in respect of a Defect or Query;
3.1.3 allocating a unique ticket number for each Request;
3.1.4 aiming to respond, update and Resolve Requests within the service targets set out in paragraph 9; and
3.1.5 notifying the Client of planned maintenance via IRIS Software ’s website, changes to interactive support hours and other relevant service information
3.2 The Service Centre comprises 3 teams responsible for managing Requests from creation, through investigation and diagnosis to resolution or escalation.
Customer Support Team
3.3 This team is responsible for receiving and managing all Requests. Requests are identified, categorised and either Resolved or Triaged accordingly. Requests that cannot be Resolved within this team are escalated to the relevant and appropriate support team. The Customer Support Team deal with questions and issues relating to the use of the Software including the user interface (front end).
Technical Support Team
3.4 The Technical Support Team is responsible for managing Requests and issues relating to Client Data and investigating functionality defects (back end). The Technical Support Team also support the environment.
Reporting Services
3.5 The Reporting Services Team is responsible for providing the report creation, amendment and consultancy services.
Other Support Teams
3.6 In addition to the Service Desk, IRIS Software ’s other departments which may provide support and assistance are:
3.1.6 Development Department;
3.1.7 Training Department; and
3.1.8 Sales Department.
4 Software Update
IRIS Software will provide regular updates to the Software (typically twice a week) which will be installed automatically using remote access. The Client shall provide all necessary access to its IT systems to enable IRIS Software to deploy such updates.
5 Request Management
5.1 The Client will receive a response and a unique ticket number for its Request by the contact channel the Client has used to contact the Service Desk. A ticket will be created each time the Client raises a Request.
5.2 Contacting the Service Desk via email or the portal will result in a new ticket being created ready for a member of the support team to check and respond to.
5.3 If the member of the IRIS Software support team who answers the Client’s call is unable to Resolve the Defect over the phone the details will be taken and investigated and, if necessary, escalated through to Resolution.
Request Resolution and Closure
5.4 Ownership of Requests will be the responsibility of IRIS Software and as such regularly managed and maintained. Request tickets will be marked as Resolved once a suitable solution or reasonable response has been given. Once a Request has been answered, or a Resolution provided, the corresponding ticket will be marked as Resolved. Resolved tickets will remain in Resolved status for 4 days after which will be marked as closed.
5.5 During the Resolved status either stakeholder may reopen the request ticket if the Resolution or response is not suitable for further investigation. Requests of a differing nature, not related to the original request ticket, will need to be created as a new ticket.
5.6 After 4 days Request tickets will be marked as closed and may not be reopened.
5.7 Upon solving a Request ticket the Client will receive notification.
5.8 In order to effectively maintain and manage all Request tickets, Request tickets will be marked as Resolved after prolonged repeat contact with no response from the Client. The Client can, if necessary, reopen the Request ticket within 4 days or create a new ticket.
5.9 Request tickets will also be marked as Resolved if deemed as long term bugs with relevant information posted on the Support Forum.
Request Feedback
5.10 Upon Resolving of a ticket the Client will be emailed a notification request asking for feedback regarding the support the Client has received. This is one simple question requiring a yes/no answer. In addition, there is an option to leave a comment regarding the service received.
Contact Channels
5.11 Defects and Queries may be reported by the Client via the following contact channels:
Contact Method Submitting New Requests Interactive Support Description
Online Helpdesk
Monday to Sunday
24 Hours Working Hours The Client will have access to the IRIS Software online helpdesk. From here requests can be created and managed
Telephone
0344 815 5572: Monday – Friday (excl Bank Holidays) 08:30-17:00
24 Hours – Voicemail can be left outside of interactive support hours Working Hours The Service Desk support team can be contacted via telephone for new requests or to discuss existing requests
Monday to Sunday
24 Hours Working Hours Emailed requests to the helpdesk will automatically create a new request (ticket) under the Client’s name and organisation. Further email communications are added as comments to requests.
5.12 The Client shall provide all relevant information when raising a Request including:
5.12.1 name, telephone number and location;
5.12.2 a description of the Request including screen shots/screen casts; and
5.12.3 the impact of the Defect.
6 Service provision methods
Method Service
Telephone Service The Client may telephone the Service Desk or the Service Desk may telephone the Client upon notification of a request ticket.
Remote Software Service By remote connection in agreement with the Client. The remote connection may be upon notification of a Request ticket, a telephone request or a call back from the Service Desk.
Self Service Guidance The Service Desk support forums provide guidance and information that can be used for support without contacting the Service Desk. It is recommended that the Client visit this section of the helpdesk.
7 Client responsibilities
7.1 The Client shall:
7.1.1 ensure sufficient notice is given regarding Requests;
7.1.2 provide timely responses to queries to assist in resolving Requests;
7.1.3 ensure Client personnel are fully trained in the use of the Software;
7.1.4 ensure Client personnel are aware and comply with the terms of this Agreement;
7.1.5 provide feedback on the quality and timeliness of the Support Services;
7.1.6 check support forums and guides; and
7.1.7 provide suitable remote access to enable the Client to remedy Defects.
8 Client modifications
8.1 The design of the Software enables the Client to:
8.1.1 make modifications to the underlying database (Database Modifications);
8.1.2 create its own custom database query reports (Custom Reports); and
8.1.3 develop its own software modules that are embedded into the Software user interface (Client Modules).
(together, Client Modifications).
8.2 IRIS Software is not obliged to provide Support Services in respect of Client Modifications and will only agree to do so on a “reasonable endeavours” basis and subject to the Client’s understanding that the correction of a Defect may require the installation of the latest release of the Software.
8.3 The Client acknowledges that the installation of a new release of the Software will delete any Database Modifications. However, Custom Reports and Client Modules can be marked by the Client as protected files and therefore would only be deleted by a security update to the Software which necessitated such deletion.
9 Excluded support
9.1 IRIS Software shall not be obliged to provide Support Services in respect of any Defect which is attributable to:
9.1.1 the Client not using the then current release of the Software;
9.1.2 any failure by the Client to follow IRIS Software ’s instructions;
9.1.3 any design, specification, configuration or any other information provided by the Client;
9.1.4 any use of the Software in combination with any third party equipment or software or any fault in any such equipment or software; or
9.1.5 user error.
10 Priority Levels and Response, Update and Resolution Times
Priority Levels
10.1 Each Request ticket will be allocated a priority level dependant on the information received, impact, severity and urgency. Bug tickets which may take longer to resolve than the standard target times will be updated according to the severity.
Priority Level Response Time Description Target update time Target Resolution Time
Urgent Within 30 minutes (during Working Hours) An issue that causes parts or all of the system to either fail or not work as expected resulting in the Client unable to complete critical and necessary tasks.
For example: No Authorised User is able to log into IRIS Software as the link between Active Directory and IRIS Software has broken. Every 30 minutes (during Working Hours) or more frequent as required through to Resolution. <4 Working Hours
High Within 2 Working Hours An issue that causes a single part of the system to either fail or not work as expected resulting in the Client unable to complete an important but not critical task.
For example: Producing mailing labels for end of term mailings that needs to be printed Every 2 Working Hours or more frequent as required through to resolution.
Then as required with a minimum of 2, 5 and 10 Business Days dependant on support tier <15 Working Hours
Normal By end of Business Day An issue that has a moderate effect on the Client completing a task or causes minimal disruption to which a work round or alternative working practice is available.
For example: Adding of a logo As required with a minimum of 2, 5 and 10 Business Days dependant on support tier <38 Working Hours
Low By end of Business Day An issue that doesn’t impact the Client’s ability to complete tasks and is seen as an extra or feature.
For example: Changing the text of a button As required with a minimum of 2, 5 and 10 Business Days dependant on support tier <75 Working Hours
11 Service Performance, Reporting and Reviews
Request Feedback
11.1 Upon Resolving a ticket the Client will be emailed a notification request asking for feedback regarding the support you received. This is one simple question requiring a yes/no answer. In addition, there is an option to leave a comment regarding the service received.
Satisfaction Surveys
11.2 Periodically the Client will be invited to give feedback through our client satisfaction surveys. This feedback will assist IRIS Software ’s continual service improvement plans.
Reviews
11.3 In order to review the effectiveness of the service reviews will be conducted. Reviews will occur bi-yearly between the Client’s stakeholders and IRIS Software to discuss the current level of service delivered and any forthcoming issues or enhancements.
12 Quality Management
12.1 The Service Desk’s objective is to deliver a quality support service and as such aim to regularly maintain standards. Each request will adhere to this Agreement to ensure that the expected level of service is delivered and received.
12.2 The Service Desk follow set procedures and policies regarding the delivery of service and management of requests and tickets. This in turn allows for the effective management of requests, adherence to the support agreement and acceptable levels of service for the Client.
12.3 The quality of service delivered will be monitored and reviewed by the Head of Service and the Service Centre Team Leaders for quality control. Any discrepancies in service will be addressed.
12.4 Any concerns in service should be raised with the Head of Service and Operations.
13 Disputes and Escalation
13.1 It is intended that all disputes are resolved through cooperation and consultation to minimise any disruption to the service. Escalation of Request tickets will occur naturally through the lifecycle of the Request ticket. However, if the Client is not entirely satisfied with the progress or outcome of a request or service the issue can be escalated via the respective escalation contacts.
13.2 Issues not satisfactorily resolved after investigation will be escalated to the next escalation point until a suitable resolution is agreed.
Provider Escalation Contacts
Escalation Point Title Name Phone Email
1 Service Desk EdgenSupport@iris.co.uk
2 Customer Operations Director Alison Edgley +44(0)7827842623
Client Escalation Contacts
See table in Frontsheet.
13.3 The Service Centre will accept complaints in writing via email to the Head of Service and Operations. The person who raised a complaint will receive a response within 28 days.
SCHEDULE 4: HOSTING SERVICES
1 Application
This schedule is only applicable where IRIS Software has agreed to provide Hosting Services to the Client. This schedule does not apply where the Client has chosen to host the Software on its own IT infrastructure or the hosting platform of a third party service provider.
2 Term
The Hosting Services will be provided from the Support Commencement Date for the Initial Hosting Term (as defined on the Frontsheet) and thereafter shall renew automatically for successive 12 month periods unless either party terminates the provision of the Hosting Services by not less than 180 days’ written notice to the other party to terminate the provision of the Hosting Services with effect from an anniversary of the Support Commencement Date.
3 Service Description
3.1 IRIS Software uses Rackspace UK as its hosting service provider who provide a dedicated, managed, virtual environment. The Client shall decide whether its instance of the Platform (and the Client Data) is deployed in a data centre in the UK or Hong Kong (“Primary Data Centre”). The Client Data will be backed up to a separate data centre (“Backup Data Centre”) in the same country chosen by the Client for the Primary Data Centre. If the Client has selected the data centres(s) located in the UK, IRIS Software will give the Client not less than 180 days’ prior written notice of its intention to migrate the Client Date to a data centre to a location outside the UK and which is not within the European Economic Area. Rackspace operates state of the art security including but not limited to: keycard protocols, biometric scanning, 24/7 interior and exterior surveillance, authorised personnel lists and employee background checks. All equipment has power redundancy and is designed to run uninterrupted through power outages. Rackspace also maintains power generators which take over in case of extended power outages.
3.2 IRIS Software will back up the Client Data held on the Platform on a daily basis to the Backup Data Centre during the term of the provision of the Hosting Services. Data restoration will be performed free of charge where the loss or corruption of data has been caused by a Defect or error affecting the Platform or the Software. IRIS Software shall be entitled to charge for the restoration of data arising from user error or for any other reason which is not caused by the acts or omissions of IRIS Software or its hosting service provider.
4 Platform Availability
4.1 IRIS Software will aim to ensure the Platform will have uptime of not less than 99% (measured on a 24×7 basis) excluding Planned Maintenance but including Emergency Maintenance.
4.2 For the purposes of this Schedule 4:
4.2.1 Planned Maintenance means Software maintenance performed in respect of the Software outside Working Hours and within the planned maintenance hours stated on IRIS Software ’s website (https://go.isams.com/?id=hosted_maintenance_windows); and
4.2.2 Emergency Maintenance means Software maintenance performed in respect of the Software which is required to address a Defect or security issue that requires urgent resolution and which may be performed within or outside Working Hours. Advance notice will be given to the Client by email, where practicable.
5 Prohibited use
5.1 The Client shall not:
5.1.1 use the Service to process, transmit or store infringing, offensive, libellous or otherwise unlawful content or materials;
5.1.2 disrupt the integrity or performance of the Hosting Service or any of the IT systems or networks of IRIS Software or its service providers;
5.1.3 permit use of the Services which circumvents a usage limit set out in this Agreement;
5.1.4 copy or distribute content made available as part of the Hosting Services; or
5.1.5 access the Hosting Services in order to develop a competing service.
6 Exit Management
6.1 Upon the Client’s request made within 90 days of the date of expiry or termination of this Agreement IRIS Software will make the Client Data stored on the Platform available to the Client for download in accordance with the Documentation provided by IRIS Software . After such 30 day period IRIS Software will delete all copies of the Client Data on its systems save to the extent IRIS Software is required to retain such Client Data to comply with Applicable Laws.