Zylpha Ltd: Licence Agreement


1. Definitions

“Additional Consultancy Charge”

means the charge (if any) for any additional services being provided as part of this agreement and separately agreed with the Client.

“Agreement”

the Order and the terms and conditions set out in this Licence Agreement.

“Bundling Services”

means the provision of software to digitally combine documents from a variety of formats into a single paginated and indexed portable document format (pdf) document.

“Charges”

means the fee charged for the Licence, which is calculated by reference to the Licence Type as follows:

  1. in the case of a “Team” Licence Type for Bundling by reference to the number of Unique Bundles produced by or on behalf of the Client.
  2. in the case of a “Team” Licence Type for E-Signature Services by reference to the number of e-signature transactions created by or on behalf of the Client in the Client’s e-signature platform.
  3. in the case of an “Enterprise” Licence Type by reference to the First Year Charges and Subsequent Year Charges as specified in the Order.

“Client”

means the person, firm or company named in the Order as the Client.

“Cloud-Based Services”

means provision of any of the Services where such Services are either wholly hosted by Zylpha or made available by Zylpha and delivered by means of the internet.

“Confidential Information”

means all trade secret and confidential or proprietary information of either party, including (without limitation) all information, data, drawings, specifications, documentation, software listings, source or object code which Zylpha may have imparted and may from time to time impart to the Client relating to the Software.

“Effective Time”

means the time and date at and on which (i) the Client first downloads the installer for the Software which is provided to the Client for such purpose by or on behalf of Zylpha or (ii) creates an account for any Cloud-Based Service.

“E-Signature Services”

means the provision of integration software between the Client’s case or document management system and their electronic signature service provider.

“First Year Charges”

means the fee charged (if any) in the first year for the Services and the Support Services and referred to on the Order.

“Free Service”

means any service (including a Licence) that Zylpha makes available to any Client free of Charges and including any service offered as a free trial.

“Installation Charge"

means the fee charged (if any) related to installation of the Software and as referred to on the Order.

“Licence"

means the licence granted by Zylpha to the Client under the terms of clause 2 (Issue and Use of Software) as part of the Services.

“Licence Type"

means the type of licence being supplied to the Client and as referred to on the Order.

“Order"

means the form of order supplied to the Client by or on behalf of Zylpha in relation to the Software, and whether in digital or paper form, and which specifies the Services to be provided by Zylpha.

“Services"

means Bundling Services and/or E-Signature Services, as specified on the Order, together with any additional services being provided as part of this agreement and separately agreed with the Client.

“Software"

means all software supplied by Zylpha to the Client in connection with the Services and as referred to on the Order, and any upgrades to or enhancements of the Software.

“Subsequent Years Charges"

means the fee charged (if any) in the second and subsequent years for the Services and the Support Services referred to on the Order.

“System"

means the computer systems owned and/or operated by the Client solely for the purposes of its business.

“Unique Bundle"

means first production by means of the Software of a single paginated and indexed pdf from documents contained in a single matter or case file.

In relation to the Support Service:

“Fault"

has the meaning given in Schedule 1.

“Maintenance Contact"

means a person or role nominated in writing by the Client for the purposes of reporting the Client’s requirements for the Support Service and for other agreed support for the Software.

“Support Service"

as defined in Schedule1.

2. Use of software

3. Charges and basis of charging

4. Maintenance and upgrades

5. Intellectual property rights

6. Warranties and liability

7. Marketing

8. Confidentiality

9. Compliance with law

10. Force majeure

11. Termination

12. Assignment

13. Waiver

14. General

Schedule 1: Support Service

1. Definitions

The following definitions apply in this schedule.

Business day: a period of time between 9am and 5.30pm Monday to Friday excluding national and public holidays in England.

Commercially reasonable efforts: the same degree of priority and diligence with which Zylpha meets the support needs of its other similar customers.

Client cause: any of the following causes:

Documents: any documents, instructions or specifications provided by Zylpha in connection with the Software;

Fault: any failure of the Software to operate in all material respects in accordance with the agreement, including any failure or error referred to in the Service Level Table.

Help desk support: support provided by help desk technicians.

Maintenance Contact: has the meaning given in the agreement.

Out-of-scope services: any services provided by Zylpha in connection with any apparent problem regarding the Software reasonably determined by Zylpha not to have been caused by a Fault, but rather by a Client Cause or a cause outside Zylpha’s control (including any investigational work resulting in such a determination).

Service level table: the table set out in paragraph 5 of this Schedule 1.

Software: has the meaning given in the agreement.

Solution: either of the following outcomes:

Support charges: charges levied or incurred in relation to the Support Service

Support Hours: between 9am and 5.30pm Monday to Friday excluding national and public holidays in England.

Support Period: the term of the agreement.

Support Request: a request made by the Client in accordance with this Schedule 1  for support in relation to the Software, including correction of a Fault.

Support Service: maintenance of the then-current version or release of the Software, including Help Desk Support, but excluding any Out-of-scope Services.

2. Support Service

Subject to clause 2.6, during the Support Period, Zylpha shall provide, or procure the provision by a third-party contractor of, the Support Service during the Support Hours in accordance with this Schedule 1.

As part of the Support Service, Zylpha shall:

Zylpha may reasonably determine that any services to be provided in connection with the Software are Out-of-scope Services. If Zylpha makes any such determination, it shall promptly notify the Client of that determination.

The Client acknowledges that Zylpha is not obliged to provide Out-of-scope Services.

No person other than the Maintenance Contact shall make Support Requests.

Zylpha shall have no obligation to provide the Support Service or any support whatsoever in relation to any Free Service.

3. Fees

The provision of the Support Service on a remote, off-site basis (such as over the telephone or by e-mail) within the Support Period shall be included in the Support Charge.

4. Submitting support requests and access

The Client may request Support Service by way of a Support Request.

Each Support Request shall include a description of the problem and the start time of the incident.

The Client shall provide Zylpha with:

All Support Service shall be provided from Zylpha’s premises.

The Client acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit Zylpha direct access at the Client’s premises to the Client System and to the Client’s files, equipment and personnel.

The Client shall provide such access promptly, provided that Zylpha complies with all the Client’s security requirements and other policies and procedures relating to contractors entering and working on the Client’s premises notified in advance to Zylpha.

5. Response obligations of Zylpha in connection with the Support Service

Zylpha shall:

Faults will be categorised as set out in the table below by Zylpha in its reasonable opinion at the time each Fault is reported.

Zylpha may subsequently change the priority of such a Fault if it is reasonable to do so in the circumstances.

Critical

A problem which would make the System inoperable or unworkable e.g. persistent System crash.

Severe

A problem which would make the System operationally inconvenient in use e.g. System becoming unresponsive for extended periods of time

Medium

A problem which is inconvenient but does not reduce the System’s operational capacity e.g. delay moving between screens.

Minor

A problem of a minor nature e.g. enhancement request.

Zylpha shall use all reasonable endeavours to provide a response, resolution, workaround or plan to address the Fault within the following applicable timescales:

Critical

3 working hours

Severe

16 working hours

Medium

2 weeks

Minor

1 month

The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the response times.

Zylpha shall give the Client regular updates of the nature and status of its efforts to correct any Fault.

6. Escalation

If a Solution is not provided within the relevant response time set out in paragraph 5.1, the Client may escalate the Support Request to Zylpha’s relevant relationship manager and then to Zylpha senior management as identified below:

Tim Long - Managing Director

Schedule 2: Data Protection

Both the Client and Zylpha will comply with all applicable data protection and privacy legislation in force from time to time in the UK including the UK General Data Protection Regulation; the Data Protection Act 2018; and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) as amended (Data Protection Legislation). This paragraph 1.1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

Both the Client and Zylpha acknowledge that, for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.

Without prejudice to the generality of paragraph 1.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Zylpha for the duration and purposes of this agreement.

Without prejudice to the generality of paragraph 1.1, Zylpha shall, in relation to any personal data processed in connection with the performance by Zylpha of its obligations under this agreement:

The Client consents to Zylpha appointing such third-party processor or processors as shall be specified on Zylpha’s website from time to time as third-party processor of personal data under this agreement in connection with conversion of non-pdf documents into pdf documents. Zylpha confirms that it has entered into, or (as the case may be) will enter into, with any such third-party processor a written agreement which Zylpha confirms reflects and will continue to reflect the requirements of the Data Protection Legislation.

Create secure court document bundles quickly & easily, for FREE