Etellect Services Agreement

Services Agreement

This Agreement is between ETELLECT LTD., a company incorporated in Scotland with registered number SC204571 and whose registered office is at Merlin House, 20 Mossland Road, Hillington Park, Glasgow, G52 4XZ ("Etellect") and you, ("the Customer").

Formation of Agreement

Etellect's issue of an Order Form to the Customer constitutes a contractual offer and the Customer's signing/acceptance of these Terms and Conditions and acceptance/signing of an Order Form will conclude the contract between Etellect and the Customer relating to the Subscription Services and Professional Services listed in the Order Form. All Order Forms will be deemed to be subject to and include these Terms and Conditions.

The Agreement Comprises:

1. The Order Form(s)
2. These Terms and Conditions
3. The Privacy Policy
4. The Service Level Agreement (SLA)

Table of Contents

PART ONE – SUBSCRIPTION SERVICES

1. Grant of Licence

Etellect grants to the Customer a non-exclusive, royalty based (i.e. the fees specified in the Order Form), non-sublicensable, term licence to Use the Subscription Services for the Customer's internal business purposes for the Subscription Term, subject to the following conditions:

1.1 Platform Location and Access

The Subscription Services are located on the Platform. Etellect has full administrative access rights to the Platform. Users may access the Subscription Services but have no right to administer the Platform or receive a copy of the object code or source code to the Software.

1.2 Internet Connection and Local Equipment

Users must have a reasonable speed Internet connection, and Local Equipment that is compatible with the Subscription Services, as set out in the Documentation. None of these things are Etellect's responsibility.

1.3 Upgrades and Updates

Etellect may periodically Upgrade and Update the Services, in order to provide Users with a greater, evolving user experience. Some of these changes shall occur automatically, while others may require the Customer to schedule and implement the changes. The changes may also mean that Users need to upgrade their Local Equipment in order to make efficient use of the Subscription Services. Etellect shall provide the Customer with reasonable notification in advance in this case.

1.4 Distribution Rights

Etellect has all required distribution rights to the Intellectual Property in the Software and the Documentation. A full list of third party licenses and attribution, is available on request.

1.5 Force Majeure

Neither party shall be under any liability to the other in respect of anything which, apart from this provision, may constitute breach of the Agreement arising by reason of Force Majeure.

2. Conditions of Use

The Subscription Services provided to the Customer are non-exclusive, non-transferable and are for the Customer's internal business use only. The Customer's right to use the Subscription Services is subject to the following conditions:

3. User Content/Security

3.1 User Responsibility

Users provide all data for use in the Subscription Services, and Etellect is not obliged to modify or add to User Content except as specified in Clause 4. The Customer is solely responsible for User Content and the accuracy of User Content.

3.2 Ownership

User Content belongs to Users or their licensors, and Etellect makes no claim to any right of ownership in User Content except as specifically provided herein.

3.3 Confidentiality

Etellect shall keep User Content confidential in accordance with Clause 16 of the Agreement.

3.4 Usage of User Content

Subject to the terms of Clauses 4 and 23, Etellect shall only be entitled to use User Content strictly as necessary to carry out its obligations under the Agreement, and for no other purpose. However, Etellect:

• 3.4.1 May observe and report back to the Customer on the Customer's and its clients' usage of the Subscription Services, and make recommendations for improved usage of the Subscription Services; and,
• 3.4.2 Shall use reasonable endeavours to ensure that the data centre containing the User Content complies with ISO 27001;
• 3.4.3 May identify trends and publish reports on its findings from data aggregated from more the User Site(s) provided such reports do not identify the User and otherwise anonymise the data and comply with the terms of Clause 16 (Confidentiality);

3.5 Data Protection

Etellect shall, in providing the Subscription Services, comply with the Privacy Legislation and in accordance with its Privacy Policy and Clauses 21 and 22 of the Agreement. For the purposes of the Legislation (except in the case of Data Sharing in terms of Clause 22), Etellect will be a Data Processor and the Customer will be the Data Controller of User Content. This clause is in addition to, and does not relieve, remove or replace, Etellect's obligations or rights under the Privacy Legislation.

4. Acceptable Usage Policy

4.1 Usage Rules

Without prejudice to the generality of Clause 2.7, when using the Subscription Services; Users should do so in accordance with the following rules:

• 4.1.1 Users must not use obscene or vulgar language;
• 4.1.2 User Sites may not contain any material that is unlawful or otherwise objectionable (including that which may be in breach of rules, regulations or legislation in force in the United Kingdom or any other jurisdiction in which the Customer's User Site can be lawfully accessed. This does not extend to material which may be automatically blocked in certain jurisdictions but that is lawful in the Customer's home country);
• 4.1.3 User Sites may not contain any material that is intended to promote or incite violence or any other unlawful conduct against any group, individual or animal. This includes, but is not limited to, the provision of instructions on how to assemble weapons of any kind, bombs, grenades or other explosive devices;
• 4.1.4 User Sites may not infringe the Intellectual Property rights of any third party including, but not limited to, copyright, trademarks, patents and designs;
• 4.1.5 User Sites may not contain any material that may contain viruses or other software or instructions that may damage or disrupt other software, computer hardware or communications networks; and
• 4.1.6 User Sites may not be used for unauthorised mass-communications such as "spam" or "junk mail".

4.2 Content Moderation

Etellect does not screen or pre-approve any User Site or User Content (although Users acknowledge that Etellect may do so if it wishes).

4.3 Enforcement

Etellect may edit a User Site to comply with the provisions of sub-Clause 4.1 without prior consultation. In cases of severe breaches of the provisions of sub-Clause 4.1, a User Site may be taken down and the relevant account may be suspended or terminated. The Customer will not be informed in writing of the reasons for such alterations or take downs.

4.4-4.7 Additional Terms

• 4.4 Etellect accepts no responsibility or liability for any infringement of third-party rights by User Sites.
• 4.5 Etellect will not be liable in any way or under any circumstances for any loss or damage that any User may incur as a result of such User Sites, or Etellect exercising its rights under the Agreement, nor for any errors or omissions in User Sites. Use of and reliance upon User Sites is entirely at the Customer's own risk.
• 4.6 The Customer acknowledges that Etellect may retain copies of any and all communications, information, User Content and User Sites sent to Etellect.
• 4.7 Users must comply with the terms of the Privacy Legislation at all times.
• 4.8 Users who are the Customer's employees and consultants and other third parties must enter into the EULA.

5. Intellectual Property

5.1 Etellect's Property

Subject to the exceptions in Clause 6 of the Agreement, all Content, that is not User Content, and the Database and the Software and the Documentation are the property of Etellect, or Etellect's Affiliates or licensors. By continuing to use the Subscription Services the Customer acknowledges that such material is protected by applicable United Kingdom and international Intellectual Property and other laws.

5.2 Permitted Use of Content

The Customer may print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Subscription Services for personal or educational purposes only unless otherwise given Etellect's express written permission to do so. Specifically, the Customer agrees that it will not systematically copy Content from the Subscription Services with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given Etellect's express written permission to do so.

5.3 New Inventions

In the event that new inventions, designs or processes evolve in performance of or as a result of the Agreement, the Customer acknowledges that the same shall be the property of Etellect unless otherwise agreed in writing by Etellect.

5.4 Trademarks

Any trade mark, trade name or logo such as "Powered by Etellect" appearing on or in the Software is the property of Etellect and must not be copied, obscured or removed from the Software.

6. User Site Intellectual Property

6.1 User Content Ownership

The Intellectual Property rights subsisting in the User Content of User Sites belong to the User to which that/those User Site(s) belong(s) unless it is expressly stated otherwise in the Agreement.

6.2 Third Party Content

Where expressly indicated, certain Content available through User Sites and the Intellectual Property rights subsisting therein belongs to third parties.

6.3 Third Party Permissions

The third party Content described in this Clause 6, unless expressly stated to be so, is not covered by any permission granted by Clause 5 of these Terms and Conditions to use Content.

6.4 Database Exclusion

For the avoidance of doubt, the Database (excluding the User Content therein) shall not be considered User Content.

7. Third Party Intellectual Property

7.1 Third Party Rights

Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, copyright and trademarks, in Content belong to the manufacturers or distributors of such Content as may be applicable.

7.2 Restrictions

Subject to Clause 5 the Customer may not reproduce, copy, distribute, store or in any other fashion re-use Content unless otherwise indicated on the Subscription Services or the Documentation or unless given express written permission to do so by the relevant manufacturer or supplier.

8. Subscription Services Warranties

8.1 Etellect Warranties

Etellect warrants that: (i) the Subscription Services will function substantially as described in the Documentation; and (ii) Etellect owns or otherwise has the right to provide the Subscription Services to the Customer under the Agreement. The remedies set out in this Clause 8 are the Customer's exclusive remedies for breach of either warranty.

8.2 Non-Conformance Remedy

If the Subscription Services do not function substantially in accordance with the Documentation, Etellect shall, at its option, either (i) modify the Subscription Services to conform to the Documentation; or (ii) provide a workaround solution that will reasonably meet the Customer's requirements. If neither of these options are commercially feasible, either party may terminate the relevant Order Form under the Agreement, in which case Etellect shall refund to the Customer all fees pre-paid to Etellect under the relevant Order Form for unused Subscription Services.

8.3 IP Infringement

If the normal operation, possession or use of the Subscription Services by the Customer is found to infringe any third party Intellectual Property right or Etellect believes that this is likely, Etellect shall, at its option, either (i) obtain a license from such third party for the benefit of the Customer; (ii) modify the Subscription Services so that they no longer infringe; or (iii) if neither of these options is commercially feasible, terminate the relevant Order Form under the Agreement, in which case Etellect shall refund to the Customer all fees pre-paid to Etellect under the relevant Order Form for unused Subscription Services.

8.4 Warranty Exclusions

However, Etellect has no warranty obligations for:

• 8.4.1 The extent that Software has been modified by the Customer or any third party, unless the modification has been approved in writing by Etellect; or,
• 8.4.2 Problems in the Subscription Services caused by any Third-Party Software or hardware, by accidental damage or by other matters beyond Etellect's reasonable control.

PART TWO – PROFESSIONAL SERVICES

9. Professional Services Warranties

9.1 Service Standards

Etellect warrants that (i) the Professional Services shall substantially conform to the applicable Order Form; and (ii) the Professional Services shall be performed with reasonable skill, care and diligence. The remedies set out in this Clause 9 are the Customer's exclusive remedies for breach of either warranty. If the Professional Services do not conform to the Order Form or are not performed with reasonable skill, care and diligence, Etellect shall re-perform the Professional Services to the extent necessary to correct the defective performance.

9.2 SLA Compliance

Etellect shall comply with the terms of the SLA (or as amended in an Order Form) at all times. The terms of Clause 9.1 shall apply to the SLA.

10. The Customer's Responsibilities

The Customer shall provide Etellect with all information, access, and full good faith cooperation reasonably necessary to enable Etellect to deliver the Professional Services and shall do anything that is identified in the Order Form as the Customer's responsibility. If the Customer fails to do this, Etellect shall be relieved of its obligations to the extent that the obligations are dependent upon the Customer's performance.

PART THREE – GENERAL

11. Term of Agreement

The Agreement starts on the date that both parties sign an Order Form for the relevant services and ends when Etellect no longer is obliged to provide the Customer with Subscription Services or Professional Services under any Order Form.

12. Payments

12.1 Fees

The Customer shall pay the fees listed in, and in accordance with, the relevant Order Form.

12.2 Pro-Rata Pricing

If the Customer initially purchases Subscription Services for a term, and subsequently orders an additional product, the purchase price for the additional product shall be pro-rated so that the added subscriptions terminate on the same day as the initial Subscription Term (unless specified otherwise in the relevant Order Form).

12.3 Price Changes

The fees for the initial Subscription Term (stated in the relevant Order Form) will be as specified in the Order Form. Etellect reserves the right to change fees from time to time and any such changes may affect the Customer's recurring fees after the initial Subscription Term. Increases in price will be reflected in the Customer's recurring fees for the Services.

13. Termination and Suspension

13.1 Termination for Convenience

Either party may terminate rights granted to the other under a particular Order Form at any time after expiry of the Subscription Term and provided all outstanding fees have been paid to the party providing the services by providing 30 days' prior written notice to the other party.

13.2 Termination for Cause

Either party may terminate the Agreement, or any rights granted under a particular Order Form with immediate effect if:

• 13.2.1 The other party commits a material breach of any term of the Agreement or any Order Form which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
• 13.2.2 The other party is unable to pay its debts and/or ceases to trade and/or suffers an Insolvency Event.

13.3 Survival

Sections 2.4, 2.5, 3.3, 4, 5, 6, 7, 8, 11, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23, 24 and 25 shall continue after the Agreement ends.

13.4 Non-Payment Consequences

If Etellect terminates an Order Form under the Agreement because of non-payment by the Customer, all unpaid fees for the remainder of the Subscription Term immediately fall due for payment.

13.5 Effect of Termination

Upon termination of the Agreement or any Order Form for any reason:

• 13.5.1 (except in the case of termination due to the Customer's material breach of the Agreement), the Customer will be given restricted access to the Subscription Services for a period of ten days in which to recover their User Content. Etellect can provide a User Content recovery service to the Customer, should they wish to use it. Etellect reserves the right to charge for this service; and
• 13.5.2 Each party shall immediately pay to the other all of that party's unpaid invoices and interest at the rate specified in the relevant Order Form, for any services for which no invoice has been raised and any work in progress. Each party shall invoice the other and the invoice shall be payable immediately on receipt.

13.6 Accrued Rights

Termination of the Agreement or any Order Form shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages (subject to the limitations contained herein) in respect of any breach of the Agreement or any Order Form that existed at or before the date of termination.

13.7 Backup Retention

Etellect may retain User Content in backup media for an additional period of up to one year after the date of termination of the Agreement, or longer if required by law, provided it makes no further use of such User Content (except as provided for herein or as is required by law), keeps the User Content confidential in accordance with Clause 16, and supplies the Customer with a copy of the most recent back-up of the User Content within 30 days of the Customer's request (at the Customer's cost).

14. Warranty Disclaimer

15. Limitation of Liability

15.1 Exclusion of Indirect Damages and Liability Cap

Neither party shall be liable under the Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort/delict, strict liability or any other theory), even if the other party has been informed of this possibility.

The Customer assumes all responsibility for the selection of the Subscription Services, Software and Documentation necessary to achieve the Customer's intended results, and for the use and results of the Subscription Services or work product.

15.2 Professional Indemnity Insurance

Etellect's liability under the Agreement (except where provided otherwise in the Agreement to a lesser extent) shall be limited to the amount of professional indemnity insurance underwritten in the name of Etellect which shall be £250,000. This limitation shall not apply to a breach of Clauses 21 or 22.

16. Confidentiality

16.1 Confidential Information Definition

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement and any Order Form. A party's Confidential Information shall not be deemed to include information that:

• (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the "Receiver"), generally known or available;
• (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver's records;
• (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or
• (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.

16.2 Obligations

Subject to clauses 16.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party (other than to a consultant or a Sub-contractor for the purposes of the Agreement and which consultant or Sub-contractor shall have entered into undertakings of confidentiality in relation to the Confidential Information on terms no less onerous than those contained in this Clause 16), or use the other's Confidential Information for any purpose other than to carry out its obligations under the Agreement.

16.3 Employee/Agent Protection

Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

16.4 Required Disclosure

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of a competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 16.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

16.5 Public Announcements

No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16.6 Survival

This clause 16 shall survive termination of the Agreement or any Order Form, howsoever arising.

17. Indemnification by Etellect

17.1 Indemnity Scope

Etellect shall indemnify and hold harmless the Customer its clients, its Affiliates, directors and employees from any damages finally awarded against the Customer (including, without limitation, reasonable costs and legal fees incurred by the Customer) arising out of any third party suit, claim or other legal action alleging that the use of the Subscription Services or Documentation by the Customer (other than User Content – see Clauses 4 and 18) infringes the Intellectual Property of any third party, ("Legal Action"). Etellect shall provide reasonable assistance in the defence of such Legal Action.

17.2 Indemnity Exceptions

However, Etellect shall have no indemnification obligations for any Legal Action arising out of:

• (i) a combination of the Subscription Services and/or Software with software or products not supplied, or approved in writing by Etellect;
• (ii) any repair, adjustment, modification or alteration to the Subscription Services by the Customer or any third party, unless approved in writing by Etellect; or
• (iii) any refusal by the Customer to install and use a non-infringing version of the Subscription Services offered by Etellect under Clause 8.3(ii).

Clause 8.3(ii) and this Clause 17 state the entire liability of Etellect with respect to any Intellectual Property infringement by the Subscription Services or Software or Documentation.

17.3 Procedural Requirements

The Customer shall give written notice to Etellect of any Legal Action no later than 30 days after first receiving notice of a Legal Action, and shall give copies to Etellect of all communications, notices and/or other actions relating to the Legal Action. The Customer shall give Etellect the sole control of the defence of any Legal Action, shall act in accordance with the reasonable instructions of Etellect and shall give Etellect such assistance as Etellect reasonably requests to defend or settle such claim. Etellect shall conduct its defence at all times in a manner that is not adverse to the Customer's interests. the Customer may employ its own counsel to assist it with respect to any such claim. The Customer shall bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Etellect or its counsel, or because Etellect fails to assume control of the defence. The Customer shall not settle or compromise any Legal Action without Etellect's express written consent. Etellect shall be relieved of its indemnification obligation under Clause 17 if the Customer materially fails to comply with Clause 17.3.

18. Indemnification by the Customer

18.1 Customer Indemnity

The Customer shall indemnify and hold harmless Etellect, its Affiliates, directors, and employees from any damages finally awarded against Etellect (including, without limitation, reasonable costs and legal fees incurred by Etellect) arising out of any third party suit, claim or other legal action (including but not limited to any governmental investigations, complaints and actions) in connection with the User Content, including, without limitation, any action for infringement of any trademark, copyright, trade secret, right of publicity or privacy (including defamation), patent or other proprietary right with respect to the User Content ("Legal Claim").

18.2 Procedural Requirements

Etellect shall give written notice to the Customer of any Legal Claim no later than 30 days after first receiving notice of a Legal Claim and shall give copies to the Customer of all communications, notices and/or other actions relating to the Legal Claim. Etellect shall give the Customer the sole control of the defence of any Legal Claim, shall act in accordance with the reasonable instructions of the Customer and shall give the Customer such assistance as the Customer reasonably requests to defend or settle such claim. The Customer shall conduct its defence at all times in a manner which is not adverse to Etellect's interests. Etellect may employ its own counsel to assist it with respect to any such claim. Etellect shall bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with the Customer or its counsel, or because the Customer fails to assume control of the defence. Etellect shall not settle or compromise any Legal Claim without the Customer's express written consent. The Customer shall be relieved of its indemnification obligation under Clause 18 if Etellect materially fails to comply with Clause 18.2.

19. Publicity

Etellect may list the Customer as a customer and use the Customer's logo on Etellect's website, on publicly available Customer lists, and in media releases with the Customer's consent, such consent not to be unreasonably withheld.

20. Miscellaneous

20.1 Entire Agreement

The Agreement represents the entire express agreement of the parties, and supersedes any prior or current agreements or understandings, whether written or oral. If there is a conflict between the Agreement and an Order Form, the Order Form shall prevail.

20.2 Amendments

The Agreement may not be changed or any part waived except by written agreement between the parties.

20.3 Governing Law

The Agreement shall be governed by the laws of Scotland. The parties consent to the exercise of exclusive jurisdiction of the Scottish courts.

20.4 Assignment

Neither party shall assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the other party.

20.5 Language

The language of the Agreement shall be English.

20.6 Time Zone

The time zone of the Agreement shall be Greenwich Mean Time.

21. Data Processing

21.1 Privacy Legislation Compliance

Both parties will comply with all applicable requirements of the Privacy Legislation. This Clause 21 is in addition to, and does not relieve, remove or replace a party's obligations or rights under the Privacy Legislation.

21.2-21.6 Processing Framework

The provisions of the Agreement shall apply to the processing of the Personal Data carried out for the Customer by Etellect. Etellect is only to process the Personal Data received from the Customer:

• For the purposes of the Agreement and not for any other purpose;
• To the extent and in such a manner as is necessary for those purposes;
• Strictly in accordance with the Agreement or otherwise with the express written authorisation and instructions of the Customer.

21.7-21.12 Data Subject Rights & Security

Key provisions include:

• Data Subject Requests: Etellect shall promptly assist the Customer in complying with legitimate data subject requests.
• GDPR Compliance: Both parties shall comply at all times with the GDPR and other applicable laws.
• Security Measures: Appropriate technical and organisational measures to protect Personal Data.
• No EEA Transfer: Personal Data will not be processed outside the EEA (other than the UK) without prior written consent.
• Third Party Transfers: Not permitted without Customer consent.

21.13-21.16 Data Breach Procedures

Etellect shall notify the Customer without undue delay of any Personal Data breach, including:

• Immediate notification of any form of Personal Data breach;
• Full cooperation with Customer on breach response;
• Assistance with data subject access requests and complaints;
• Provision of all necessary information for compliance.

21.17-21.23 Indemnities & Sub-Processors

22. Data Sharing

22.1 Shared Personal Data Framework

In certain circumstances, Etellect and a Customer may require to share data which includes Personal Data for example to improve and enhance User experience, to perform and/or improve the Services, and to obtain relevant marketing, demographic, and other appropriate information.

22.2-22.11 Data Sharing Obligations

Key requirements for data sharing:

• Purpose Limitation: Shared Personal Data only processed for stated purposes.
• Data Controller Obligations: Both parties act as Data Controllers and must comply with GDPR.
• DPO Appointment: Each party shall appoint a data protection officer or representative.
• Compatible Technology: Use compatible technology to preserve accuracy.
• Legitimate Grounds: Ensure legitimate grounds exist for processing.
• Notices & Consents: All required notices and consents in place, including purpose, legal basis, third-party transfers, and Article 13 GDPR information.

22.12-22.18 Mutual Assistance & Retention

The parties shall assist one another with:

• Data subject access requests;
• Information and notices to data subjects;
• Maintenance of records of all data subject requests;
• Retention only for as long as necessary for stated purposes;
• Deletion/disposal or anonymisation upon termination or completion of purposes.

22.19-22.29 Transfers & Security

23. Feedback and Modifications

23.1 Feedback License

The Customer hereby acknowledges that upon submitting Feedback to Etellect, the Customer automatically grants to Etellect a worldwide, perpetual, irrevocable, royalty free licence to use that Feedback in any way Etellect deems appropriate including, but not limited to:

• 23.1.1 The use, publication, distribution, transmission, broadcasting, licensing, sub-licensing, leasing, lending and sale of the Feedback; and
• 23.1.2 The creation, use, publication, distribution, transmission, broadcasting, licensing, sub-licensing, leasing, lending and sale of any derivative works based upon the Feedback.

23.2-23.3 Rights and Ownership

• 23.2 Etellect's use of the Feedback shall not bestow any rights or interests upon the Customer whatsoever.
• 23.3 The Customer hereby acknowledges that any modifications made to the Software at the request or suggestion of the Customer will belong to and be the Intellectual Property of Etellect.

24. Change Orders

24.1 Change Order Process

If the Customer wishes to amend the scope of an Order Form, the parties will use all reasonable endeavours to agree to a Change Order. Each Change Order shall detail the requested changes to the applicable task, responsibility, duty, budget, work programme or other matter. The Change Order will become effective upon the execution of the Change Order by both parties and will include:

• A specified period of time (as agreed upon by the parties) within which Etellect will implement the changes; and
• Any increase in price.

24.2 Good Faith Requirement

Both parties agree to act in good faith and promptly when considering a Change Order requested by the other party. Etellect reserves the right to postpone effecting material changes in the scope of Professional Services until such time as the parties agree to and execute the corresponding Change Order.

25. Entire Agreement

26. Complaints and Dispute Resolution

26.1 Complaints Procedure

ETELLECT is committed to providing excellent service to all clients. If you have a complaint or concern about our services, we will work diligently to resolve it promptly and fairly.

26.2 Complaint Resolution Process

All complaints will be handled through the following structured process to ensure fair and timely resolution:

26.3 Escalation Process

26.4 Domain-Specific Disputes

For complaints or disputes specifically related to domain name registration, transfer, or management:

• UK Domains (.uk, .co.uk, etc.): As a Nominet-accredited registrar, ETELLECT adheres to all Nominet UK policies. Disputes can be escalated through the Nominet dispute resolution process. Full details: Nominet UK Policy
• Global Domains (.com, .net, .org, etc.): Through our Tucows partnership, all domain disputes follow ICANN policies including the Uniform Domain Name Dispute Resolution Policy (UDRP). Full details: ICANN Policies
• Contact for domain disputes: domains@etellect.co.uk

Additional information about our domain management practices and dispute procedures can be found on our Domain Management page.

26.5 Alternative Dispute Resolution (ADR)

If a complaint cannot be resolved through our internal procedures, both parties agree to first attempt resolution through:

26.6 Legal Proceedings

If all alternative dispute resolution methods are exhausted without resolution, legal proceedings may be initiated in accordance with Clause 14 (Governing Law and Jurisdiction) of this Agreement, which specifies that disputes shall be subject to the exclusive jurisdiction of the courts of Scotland and governed by the laws of Scotland.

26.7 Abuse Reporting

26.8 Records and Data Protection

All complaints and dispute records will be handled in accordance with our Privacy Policy and applicable data protection regulations including UK GDPR and the Data Protection Act 2018. Complaint records will be retained for a period of 6 years in accordance with Scottish legal requirements.

PART FOUR – DEFINITIONS

27. Glossary of Terms

The following terms have these specific meanings throughout this Agreement:

PART FIVE – SERVICE LEVEL AGREEMENT (SLA)

Service Level Agreement

This SLA is designed to ensure that Etellect meets the needs of its Customers and it outlines what levels of service can be expected.

1. Server Availability Service Levels

2. Incident Resolution Targets

3. Support Services Included

3.1 Help Desk Facilities

• 3.1.1 Dedicated Account Manager: Etellect will appoint a dedicated account manager who will be the first and primary point of contact for all communications.
• 3.1.2 Email Support: For software issues, the Customer can email support@etellect.com to contact the Etellect Help Desk which is available during normal business hours (Contracted Hours).
• 3.1.3 Support Process: The Customer Contact must submit sufficient material and information to enable Etellect support staff to duplicate the problem. A support technician will be assigned and will attempt to solve a problem immediately, or as soon thereafter as possible.
• 3.1.4 On-line Support: The help desk includes an on-line Support facility. The Customer shall ensure the availability at its expense of compatible Local Equipment including software, hardware, communications infrastructure and adequate broadband facilities for on-line problem resolution.
• 3.1.5 Training Exclusion: The help desk is strictly not a training facility. Its objective is to troubleshoot and resolve Software Operational Issues.
• 3.1.6 Hardware Exclusion: The help desk is not a hardware or Local Equipment IT support facility. Etellect does not support or warrant Local Equipment, or any other system or service that the Customer subscribes to. Its sole purpose is to support the Etellect Software only.

3.1.7 Additional Service Levels

• Etellect will maintain a help desk staffed by skilled, trained professionals.
• The help desk is equipped with a purpose designed management system that allows Customer/User calls to be logged, tracked, traced and reported.
• All requests are logged and prioritised.
• Contracted hours: Monday to Friday - 9am to 5pm GMT.
• A restricted service is provided on public holidays.

3.2 Help Desk Procedures

1. Answer the support case: Update the Case database, agree case priority, give the user a case reference if necessary.
2. Take action on the case: Confirm that this is an Etellect problem, interrogate the Help Desk database, use reasonable endeavours to resolve the problem, report to Customer if problem cannot be resolved, pass to a third party if not an Etellect problem, inform Customer of progress.
3. Close the case: Inform Customer of resolution, update the Help Desk System Database, performance analysis/reporting, review/update the Help Desk Database, review Service Level.
4. Correction of critical errors or assistance to overcome problems.
5. Etellect may, at its sole discretion, correct errors by "patch" or by version update.
6. Provision of Information on availability of new versions of Licensed Software.
7. Provision Consultancy advice (chargeable at agreed rates may apply where appropriate) on Software development, enhancements and modifications, together with estimates for the same.
8. Provide Installations and Re-installations of Etellect as are required and reasonable to support use of Etellect software.

PART SIX – ORDER FORM TEMPLATE

Order Form

The following Order Form is a template to be used and completed each time the Customer wishes to order new Subscription or Professional Services and the terms have been agreed between the parties.

PART SEVEN – END USER LICENSE AGREEMENT (EULA)

End User License Agreement

EULA Structure

The contract ("Agreement") between the User and Etellect will comprise:

1. These Terms and Conditions; and
2. The Privacy Policy

PART ONE – Access and Usage

1. Access to the Software

Etellect grants to the User a non-exclusive, royalty based, non-sublicensable licence to Use the Software for the User's personal business use for the duration of the Agreement, subject to the following conditions:

• The Software is located on the Platform. Etellect has full administrative access rights to the Platform.
• Users may access the Software but have no right to administer the Platform or receive a copy of the object code or source code to the Software.

2. Conditions of Use

The rights to use the Software provided to the User are non-exclusive, non-transferable and are for the User's personal business use only.

3. User Content/Security

• 3.1: Users provide all data for use in the Software. The User is solely responsible for User Content and the accuracy of User Content.
• 3.2: User Content belongs to the User or its licensors, and Etellect makes no claim to any right of ownership in it.
• 3.3: Etellect shall keep User Content confidential.
• 3.4: Etellect may observe and report back to the User on usage and make recommendations for improved usage.
• 3.5: The parties shall comply with the Privacy Legislation and in accordance with the Privacy Policy.
• 3.6-3.8: Account details must be kept confidential, passwords must be strong and changed regularly, Industry Best Practice security measures should be implemented at all times.

4. Acceptable Usage Policy

Users must comply with all acceptable usage rules including:

• No obscene or vulgar language;
• No unlawful or objectionable material;
• No material promoting violence;
• No infringement of Intellectual Property rights;
• No viruses or malicious code;
• No unauthorized mass-communications (spam);
• Full compliance with Privacy Legislation at all times.

5-7. Intellectual Property

All Content (excluding User Content), Database, Software and Documentation are the property of Etellect. User Site Intellectual Property belongs to the User unless expressly stated otherwise. Third Party Intellectual Property belongs to respective manufacturers or distributors.

8-9. Warranties and Liability

• Warranty Disclaimer: Software is provided with no warranties of any kind except as expressly provided.
• Limitation of Liability: Neither party liable for indirect, consequential damages. Total liability capped at £10,000 except for IP infringement or Privacy Legislation breach.
• Professional Indemnity: Limited to £250,000.

10-13. General Provisions

• Confidentiality: Mutual confidentiality obligations apply.
• Indemnification: User indemnifies Etellect against third-party claims related to User Content.
• Governing Law: Scottish law with exclusive jurisdiction of Scottish courts.
• Feedback: User grants worldwide, perpetual, irrevocable, royalty-free license for any Feedback provided to Etellect.

PART TWO – EULA Definitions

The EULA incorporates the same definitions as the main Agreement including: Affiliate, Content, Database, DPA, Documentation, Feedback, GDPR, Intellectual Property, Platform, Privacy Legislation, Privacy Policy, Software, Third Party Software, Update, Upgrade, User, User Content, and User Site.

DOMAIN REGISTRATION SERVICES

Domain Registration and Management

ETELLECT provides comprehensive domain registration and management services ensuring that our clients receive a one-stop shop in the management and control of their online presence.

Registration Authorities

Official .UK Registry Partner

UK Domains (.CO.UK, .ORG.UK, etc.):

ETELLECT registers .co.uk and .org.uk domains with Nominet under the tag ETELLECT and is bound and adheres to all policies as described within the Nominet domain name and Purchase terms and conditions.

Nominet Compliance: ETELLECT is a registered reseller of Nominet and adheres to all conditions required to ensure full compliance with the Nominet Domain Name and Purchases Terms and Conditions.

Trusted Global Domain Partner

Global Domains (.COM, .NET, etc.):

ETELLECT registers top-level (global) domains under the OpenSRS system operated by Tucows.com Inc, which is an ICANN accredited registrar serving over 25 million domains worldwide.

ICANN Compliance: Through our partnership with Tucows, we ensure full compliance with all ICANN Policies including RAA, Transfer Policy, WHOIS accuracy, UDRP, and GDPR requirements.

Domain Services

Abuse Reporting

Domain Disputes

All domain disputes will be managed in accordance with the Terms and Conditions of the appropriate registration authority for the domain. For more detailed information, please visit our Domain Management page.

Contact Information

Acceptance of Terms

Related Documents & Resources