Subscription Agreement

This Subscription Agreement is made between OXIT Limited of 5 East Hawthorn Road, Ambrosden, OX252SJ and any company or individual who subscribes to the ingenii digital portal platform. 

Term
This agreement is subject to a monthly rolling subscription and will continue until terminated.

Grant of License to Access and Use Service
OXIT Limited hereby grants to Customer, including to all Customers’ Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service solely for Customer’s internal business operations in accordance with the terms of this agreement and the OXIT Limited ‘s online terms of use.

Support Services
From the commencement of the subscription and at OXIT Limited’s expense, OXIT Limited will provide Customer with telephone or electronic support during OXIT Limited’s normal business hours in order to help Customer correct problems with the Software, and an internet-based support system generally available seven days a week, twenty-four hours a day.

Service Levels
OXIT Limited shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.

OXIT Limited may take the Service offline for scheduled maintenances and change its schedule of maintenances on one month written notice to Customer.

System Availability Definition
“System Availability” means the percentage of minutes in a month that the key components of the Service are operational.

“System Availability” will not include any minutes of downtime resulting from scheduled maintenance, events of force majeure, malicious attacks on the system, issues associated with Customer’s computing devices, local area networks or internet service provider connections, or OXIT Limited’s inability to deliver services because of Customer’s acts or omissions.

Data Protection
OXIT Limited shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.

Data Privacy
OXIT Limited may collect, use and process Customer’s data only accordance with OXIT Limited ‘s online privacy policy.

Fees
Customer shall pay OXIT Limited a monthly subscription fee for the Service.  Fees are to be paid by Direct Debit.

The fees are:

Up to 100 registered staff = £25 per month
100 – 200 registered staff = £45 per month
200 + registered staff = £65 per month

Prices subject to vat at the current rate.

Customer Restrictions
Customer will not:

  • distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
  • modify, alter, or create any derivative works of the Software;
  • reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
  • remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
  • upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Termination

Customer may terminate this agreement for any reason on 30 days’ notice to OXIT Limited.

Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

  • the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
  • the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure to Pay.
OXIT Limited may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12-month period.

Effect of Termination

Pay Outstanding Amounts – Customer shall immediately pay to OXIT Limited  all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use –  Customer shall cease all use of the Service upon the effective date of the termination.

Recovery of Data – Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.


Indemnification

Indemnification by OXIT Limited
Indemnification for Infringement Claims – OXIT Limited shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Service infringe the third party’s Intellectual Property rights.

Notice and Failure to Notify

Before bringing a claim for indemnification, Customer shall

  • notify OXIT Limited of the indemnifiable proceeding, and
  • deliver to OXIT Limited all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

If the Customer fails to notify OXIT Limited of the indemnifiable proceeding, OXIT Limited will be relieved of its indemnification obligations.

Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

Limitation on Liability
Mutual Limit on Liability – Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability – Neither party’s liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.

General Provisions
This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

This agreement can be amended only by a writing signed by both parties.

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

Notices

The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party’s address, or to the address that a party has notified to be that party’s address for the purposes of this section.

A notice given under this agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the [fifth] business day after mailing it.

Governing Law
This agreement shall be governed, construed, and enforced in accordance with UK laws.

Severability
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver
The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.

Force Majeure
A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.