Terms of Service Agreement

Agreement entered into on the 1st January 2024 whose provisions come into effect fully on the date of signature by all parties identified below, between:
Parties
Avant Global Solutions Ltd (hereinafter referred to as the Service Provider) both with registered office 22, Emerald Flat 8, Triq Giovanni Schranz, Msida, MSD1431, Malta , company registration numbers C98249 as duly represented hereon; and The Subscriber (hereinafter referred to as the Subscriber) as duly represented by any individual or entity who subscribes to and signs up for the platform hereon. The Service Provider and the Subscriber are individually referred to as a"Party" and collectively referred to as the "Parties".

Background
Whereas:
1. The Service Provider has developed certain software applications and platforms which it makes available for use to subscribers as a service via the internet.
2. The Service Provider has agreed to provide to the Subscriber, a Subscription, as defined below, to the Services during the Subscription Term, which the Subscriber has agreed to pay for, subject to the terms and conditions of this agreement.
3. The Subscriber wishes to use the Services in its business operations.

NOW THEREFORE BOTH PARTIES AGREE AS FOLLOWS:

1. INTERPRETATIONS
1.1 The following definitions and rules of interpretation apply within this agreement:
a. Effective Date: the effective date of this agreement shall be the date at which this agreement has been signed by the Parties.
b. The Services: the provision by the Service Provider to the Subscriber of a shared and hosted facility to use the Software, defined in Schedule 1 of this agreement, and Documentation on a shared, hosted environment and the provision of all other services necessary for productive use of such software including company set-up and configuration, user identification and password change management, data processing and reporting, data import/export, monitoring, Subscriber support services, systems maintenance and administration, application and systems administration, management and monitoring, data backup and change management but specifically excluding any rights to intellectual property or copyright to this software.
c. Hosting Environment: shall mean the hardware, operating system, management environment and computing resources utilised for the running of the Software.
d. Software: the online software applications provided by the Service Provider as part of the Services as defined in Schedule 1 of this agreement.
e. Documentation: the document(s) made available by the Service Provider to the Subscriber, either physically or online, which describe the functions, features and the instructions for usage of the Services. The Documentation shall provide Authorized Users with sufficient instruction such that an Authorized User can become as self-reliant as possible with respect to access and use of the Services.
f. Authorised Users: those of the Subscriber’s employees, contractors, agents, and/or any other individual or entity authorized by the Subscriber to use the Services solely in line with the terms of this agreement;
g. Subscription: a renewable, non-exclusive, royalty-free, and worldwide right granted by the Service Provider to the Subscriber during the Term to allow Authorised Users to access and use the Services.
h. Company Set-Up Fees: the one-off charge that may be applicable for the set-up of each company within the Services.
i. Initial Subscription Period: is the period of one year starting from the Effective Date.
j. Renewal Period: the period described in clause 2.
k. Renewal Anniversary Date is the date that occurs annually 12 months after the Effective Date.
l. Subscription Term: is the period consisting of the Initial Subscription Period as well as any subsequent Renewal Period
m. Subscription Fee: the fee payable by the Subscriber to the Service Provider, in accordance with this agreement, for subscription to the Services during the Term for the quantity of User Subscriptions.
n. User Subscription: the subscription purchased by the Subscriber pursuant to clause 9.1 which entitles the number of Authorised Users equivalent to the number of User Subscriptions to access and use the Services and the Documentation during the Subscription Term in accordance with this agreement.
o. User Account: an account set up on the Software to enable access to the Services using a User Subscription.
p. Price List: a document which outlines the prices at which the Services are provided by the Service Provider to Subscribers, which is subject to change at the Service Provider's sole discretion.
q. Subscriber Data: the data inputted by the Subscriber, Authorised Users or the Service Provider on the Subscriber's behalf for the purpose of using the Services or facilitating the Subscriber's use of the Services.
r. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 18.6.
s. Business Day: any day which is not a Saturday, Sunday or public holiday in the Republic of Malta.
t. Normal Business Hours: 8.00 am to 17.00 pm Malta time, each Business Day.
u. Service Level Standards: the standard, scope and procedures that govern the service levels at which the Service Provider shall provide the Services to the Subscriber as defined in Schedule 2 of this agreement.
v. Support Services Policy: the Service Provider's policy for providing support in relation to the Services as defined in section 3 of schedule 2 may be notified to the Subscriber from time to time.
w. Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
x. Cause: basis upon which this agreement may be terminated as provided for in Clause 5 of this agreement.
1.2 Any reference in this agreement to a clause, schedule or paragraph refers to a clause, schedule or paragraph containing within this agreement unless specifically stated to the contrary.
1.3 The heads given to any Clause, schedule or paragraph shall not affect the interpretation of this agreement.
1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Words in the singular shall include the plural and vice versa.
1.7 A reference to one gender shall include a reference to the other genders.
1.8 A reference to a statute or statutory provision is a reference to it as it is in
force for the time being, taking account of any amendment, extension, or re-
enactment and includes any subordinate legislation for the time being in
force made under it.
1.9 A reference to writing or written includes a communication sent via e-mail.

2. TERM
2.1 This agreement shall commence on the Effective Date and shall continue for the Initial Subscription Period and, thereafter, this agreement shall be automatically renewed annually for successive periods of 12 months (each a Renewal Period) from the end of the Initial Subscription Period unless Terminated as provided in clause 5.

3. SERVICES
3.1 The Service Provider shall, during the Subscription Term, provide the Services and make available the Documentation to the Subscriber on and subject to the terms of this agreement.
3.2 The Services shall consist of the provision of access and processing facilities to a number of Authorised Users, based on the number of User Subscriptions to which the Subscriber has subscribed, to the Software, defined in Schedule 2 of this agreement, which will be hosted on the Hosting Environment, together with the Documentation and the provision of all other services necessary for productive use of the Software including user identification and password change management, data processing and reporting, data importing and exporting, monitoring, technical support, software maintenance, data backup and recovery, systems administration, systems management, systems monitoring and change management but specifically excluding any rights to intellectual property or copyright to this software.
3.3 The Service Provider shall use commercially reasonable endeavours to make the Services available in accordance with the Service Level Standards defined in Schedule 2.
3.4 The Service Provider will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with the Service Provider’s standard Subscriber Support Services as defined in section 3 of Schedule 2 and the Maintenance Services outlined in section 4 of Schedule 2. The Service Provider may amend the Subscriber Support Services policy at its sole discretion giving 60 days’ notice. The Subscriber may purchase enhanced support services separately at the Service Provider’s then current rates.

TRAINGING
4.1 The Service Provider agrees to provide the number of hours of training at the cost defined in the price list. Training will be provided in a location and method of delivery determined by the Service Provider.

TERMINATION
5.1 Either party shall be able to terminate this agreement without Cause at any time by a simple notification to the other party in writing at least 30 days prior to the next Renewal Anniversary Date, effective as at the next Renewal Anniversary Date, hereinafter referred to as the Last Date of Service.
5.2 In addition either party will be able to terminate the agreement for Cause, after the party in default has been notified of the breach in writing and been given 5 working days to remedy his breach and still this remedy has been unforthcoming, if:
a) The other party is in breach of any conditions, terms or provisions of this agreement or any provisions required by law;
b) Insolvency of the other party;
c) an order is made or a resolution is passed for the winding up of the other party, or its placing under administration or the appointment of a liquidator
5.3 The Subscriber shall have the right, in addition to any other rights and remedies under this Agreement or at law, to immediately terminate this Agreement where the Service Provider fails to meet the Service Level Standard defined in Schedule 2 of this agreement for a consecutive three (3) month period.
5.4 In addition the Service Provider shall be able to terminate this agreement for Cause forthwith in the event of the failure by the Subscriber to pay Subscription Fees and any charges due in terms of this agreement within the stipulated time.
5.5 As a result of the provisions outlined above for termination for Cause by the Subscriber which remains uncontested, any money already paid by the Subscriber to the Service Provider in respect of a Subscription for the remaining period shall be refunded by the Service Provider within 30 days of such termination.
5.6 On termination of this agreement for any reason:
a) all Subscriptions to the Services granted under this agreement shall terminate effective as defined above;
b) the Subscriber shall cease to make use of the Services and Documentation

6. DATA TREATMENT ON TERMINATION
6.1 In the event of termination without Cause, the Subscriber may make a request for the provision by the Service Provider of the version of the Subscriber Data valid as at the Last Service Date providing that:
a. a request in writing is received within 15 days of the Last Service Date.
b. the Subscriber has fully paid all due fees and charges outstanding.
c. the data is to be provided in an electronic format determined by the Service Provider at its sole discretion;
d. the data is to be provided by the Service Provider within 30 days of the Last Service Date
6.2 The Service Provider shall destroy all the Subscriber Data in its possession within 60 days of the Last Service Date but not sooner than 30 days after the Last Service Date. Without prejudice to the foregoing, the Service Provider retains the right at law to maintain Subscriber Data or any other data relating to this agreement relating to transactions in any shape or form arising from this agreement as it may be required to by law, in which event, it is warranted that such Subscriber Data or other data shall only be kept on record as provided for by law and shall not be utilised, exploited or processed in any manner.

7. User subscriptions
7.1. The Parties agree to calculate the number of User Subscriptions required by the Subscriber based on the following criteria:
a. In the case of the use of theOneAvant, the number of User Subscriptions is to be at least equal to the greater of:
I. the number of active, non-terminated employees recorded under each of the companies or entities for which the Subscriber is using the Services
II. the number of active User Accounts
b. In the case of all other Software, the number of User Subscriptions is to be equal to the number of active User Accounts.
7.2. When these numbers change, the Subscriber is to advise the Service Provider within 5 working days and the Service Provider shall raise the appropriate charge for the additional User Subscriptions as defined in clause 9.
7.3. The Subscriber agrees to subscribe to the initial number of User Subscriptions, in accordance with the terms and conditions of this agreement.
7.4. The Service Provider hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Services and the Documentation during the Subscription Term solely for the Subscriber's internal business operations for a quantity of User Accounts equivalent to the User Subscriptions and any Additional User Subscriptions subsequently purchased in accordance with clause 8 of this agreement.
7.5. The Subscriber undertakes that:
a. it will create and manage the number of users on the Software in accordance with the requirement for User Subscriptions defined within this agreement.
b. the maximum number of User Accounts that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
c. it will not allow or suffer any User Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
d. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed regularly in accordance with best practice and that each Authorised User shall keep his password confidential;
e. it shall permit the Service Provider to audit its use of the Services in order to establish conformity in the usage of the Services with this agreement. Such audit may be conducted no more than once per quarter, at the Service Provider's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Subscriber's normal conduct of business;
f. if any of the audits referred to in clause e) reveal that the usage of the Services has not been in conformity with this agreement, then the Service Provider will be entitled to block the access by the Subscriber to the Services until the non-conformity is resolved
g. if any of the audits referred to in clause e) reveal that the Subscriber has underpaid Subscription Fees to the Service Provider, the Subscriber shall pay to the Service Provider an amount equal to such underpayment, including back payments, as calculated in accordance with the prices set out in the price list within ten (10) Business Days of the date of the relevant audit. Failure to settle outstanding Subscription Fees according to this Clause 7.5(g) within the stipulated ten (10) Business Days shall be construed mutatis mutandis as constituting Cause as provided for in Clause 5.4 of this agreement and the Service Provider shall be entitled to avail itself of any remedies available under Clause 5 accordingly.

8. ADDITIONAL USER SUBSCRIPTIONS
8.1 In the event that the number of User Accounts required by the Subscriber to be in conformity with this agreement exceeds the current number of User Subscriptions purchased under this agreement then:
a. the Subscriber shall effect a request in writing to the Service Provider for the purchase of additional User Subscriptions prior to the deployment of the User Accounts.
b. as long as the Subscriber is in good standing regarding payments due, the Service Provider shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
c. the Service Provider shall raise a charge to the Subscriber for the relevant fees for such additional User Subscriptions as set out in clause 9.

9. CHARGES AND PAYMENT
9.1 The Parties agree that the charges due by the Subscriber to the Service Provider for the Services are to be based on the Service Provider’s Price List for the Services current at the time of the provision of the Services.
9.2 Pricing for the Services is based on the price list of the Software.
9.3 OneAvant defines the billable usage by providing a price-per-application.
9.4 Should the Subscriber request tailored features above what is originally included off the shelve, both parties must agree in writing to an added cost for The Subscriber based on the total deliverables requested.
9.5 All amounts and fees stated or referred to in this agreement:
a. shall be payable in Euros or any other currency agreed to in writing by the Parties;
b. are, subject to clause 5, non-cancellable and non-refundable, save when Termination for Cause has been effected as described above
c. are exclusive of value added tax, duties or any other such taxes which shall be added to the Service Provider's invoice(s) at the appropriate rate applicable at the time of the provision of the service should they be imposed by legislation or legal notice.
9.6 At the time of renewal, in the event that the number of User Accounts is lower than the then current subscribed number of User Subscriptions, the Subscriber shall have the right to notify the Service Provider to decrease the number of User Subscriptions, and the Service Provider shall calculate the annual cost of the User Subscriptions for the next Renewal Period based on the pricing tier for the new number of User Subscriptions in accordance with the Price List current at the time of this renewal.
9.7 The Service Provider shall be entitled to increase the Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 9.6(c) at the start of each Renewal Period upon 90 days' prior notice to the Subscriber and.

10. RIGHT TO SUSPEND THE SERVICES
10.1 If the Service Provider has not received payment, then, without prejudice to any other rights and remedies of the Service Provider, the Service Provider:
a. may, five days following a notice of suspension sent in writing to the Subscriber, and without any liability to the Subscriber, disable access to all or part of the Services for all the User Accounts of the Authorised Users of the Subscriber;
b. shall be under no obligation to provide the Services while the invoice(s) concerned remain unpaid;
c. shall be entitled for payment even for the period of suspension
d. interest shall accrue on such overdue amounts at an annual rate equal to 8% at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
11. USAGE

11.1 The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; causes damage or injury to any person or property; and the Service Provider reserves the right, without liability to the Subscriber, to disable the Subscriber’s access to the Services until such time as such material is removed.
11.2 The Subscriber shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
a. attempt to copy, modify, duplicate, create derivative works from, frame, or republish any portion of the Services and/or Documentation in any form or media;
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
c. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
d. subject to clause 26.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
e. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided within this agreement.
11.3 The Subscriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Service Provider.

12. CONTROL AND LOCATION OF SERVICES.
11.4 The method and means of providing the Services shall be under the exclusive control, management, and supervision of the Service Provider, giving due consideration to the requests of the Subscriber.
11.5 The Services (including data storage), shall be provided solely from within the European Union or European Economic Area and on computing and data storage devices residing therein.

13. SUBSCRIBER DATA
The Subscriber shall own all rights, title and interest in and to all of the Subscriber Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data.
13.1 The Service Provider shall follow its archiving procedures for Subscriber Data as set out in its Back-Up Policy which may be amended by the Service Provider in its sole discretion from time to time. In the event of any loss or damage to Subscriber Data, the Subscriber's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged Subscriber Data from the latest back-up of such Subscriber Data maintained by the Service Provider in accordance with the archiving procedure described in its Back- Up Policy. The Service Provider shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party.
13.2 The Service Provider shall, in providing the Services, comply with its Privacy and Security Policy applicable at the time relating to the privacy and security of the Subscriber Data and such policy may be amended from time to time by the Service Provider in its sole discretion. In the event of such amendments to either its Privacy and/or Security Policy, the Service Provider shall notify the Subscriber that such a change has taken place.
13.3 If the Service Provider processes any personal data on the Subscriber’s behalf when performing its obligations under this agreement, the parties record their intention that the Subscriber shall be the data controller and the Service Provider shall be a data processor and in any such case:
a. the Service Provider shall ensure that the personal data will be stored within the European Union or the EEA or the country where the Subscriber and the Authorised Users are located in order to carry out the Services and the Service Provider’s other obligations under this agreement;
b. the Subscriber shall ensure that the Subscriber is entitled to transfer the relevant personal data to the Service Provider so that the Service Provider may lawfully use, process and transfer the personal data in accordance with this agreement on the Subscriber's behalf;
c. the Subscriber shall ensure that the Authorised Users and any other relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
d. the Service Provider shall process the personal data:
I. only in accordance with the terms of this agreement;
II. subject to any lawful instructions reasonably given by the Subscriber from time to time whether such processing should involve processing the personal data internally between the Subscriber and the Service provider or where the Service Provider is instructed by the Subscriber to process the personal data towards any third party indicated through the Subscriber’s instructions
III. when required to do so by law, whether this shall be required by the laws of Malta or any European Union law;
e. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
f. each party shall ensure that all obligations relating to secure processing of data required by the laws of Malta and any applicable European Law are appropriately adhered to for the purposes of processing of data under this Clause.
g. the Service Provider shall not engage any third party to process any personal data on the Subscriber’s behalf without the express written permission of the Subscriber to do so. Furthermore, it is warranted by the Service Provider that where a third party is engaged with the written permission of the Subscriber, such third party shall be contractually bound to all the conditions under this Clause 13.4 in its entirety as well as contractually precluded from engaging any other processor in its stead for any reason whatsoever;
h. the Service Provider warrants that all of its personnel who may engage in processing the personal data on behalf of the Subscriber are subject to strict obligations of confidentiality;
i. the Service Provider shall endeavour to the best of its ability through applicable technical and organisational measures to assist the Subscriber in responding to any of its data subjects’ requests for exercising any rights over the Subscriber as a data controller;
j. the Service Provider shall assist the Subscriber to the best of its ability, taking into consideration the information actually available to it as a processor to assist the Subscriber in referring to any supervisory authority it is required to by any applicable law prior to commencing any processing operations;
k. the Service Provider shall, if instructed to by the Subscriber, delete or return all personal data belonging to the Subscriber subsequent to processing operations being carried out as well as deleting all copies of such data on the Service Provider’s records unless required to maintain such data by applicable Maltese or European Union law;
l. the Service Provider shall, where required to by the Subscriber, allow the Subscriber to subject the Service Provider’s data processing under this Clause 13.4 to an audit, whether carried out directly by the Subscriber or any third party engaged by the Subscriber for the purposes of this Clause 13.4 in order to ensure that the Service Provider is acting in compliance with applicable data protection laws; and
m. where the Service Provider receives instructions from the Subscriber which are in breach of applicable laws, the Service Provider shall notify the Subscriber that such instruction would constitute a breach of law and such instructions by the Subscriber shall not be considered binding upon the Service Provider under this Agreement.
13.4 Each party shall ensure that any and all other personal data to be processed for the purposes of the rights and obligations set out in this agreement shall be carried out in compliance with the General Data Protection Regulation (Regulation 2016/679) and/or any applicable law which may supplement, amend or replace said law from time to time.

14. SERVICE LEVELS
14.1 The Service Provider shall provide the Services in accordance with the Service Level Standards defined in Schedule 2 of this agreement.
14.2 In the event that the Service Provider does not meet the Service Level Standard, the Service Provider shall use its best efforts to ensure that any unmet Service Level Standard is subsequently met.
14.3 Notwithstanding the foregoing, the Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service.
14.4 The Subscriber or his assigned agent shall have the right, not more frequently than once a quarter, to inspect the Service Level attainment records, measurement and auditing tools of the Service Provider to verify Service Level Standard achievement.

15. SERVICE PROVIDER’S OBLIGATIONS15.1 The Service Provider undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
15.2 The undertaking at clause 15.1 shall not apply to the extent of any non- conformance which is caused by use of the Services contrary to the Service Provider's instructions, or modification or alteration of the Services by any party other than the Service Provider or the Service Provider's duly authorised contractors or agents.
15.3 If the Services do not conform with the foregoing undertaking, Service Provider will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 15.1. Notwithstanding the foregoing, the Service Provider:
a) does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Subscriber through the Services will meet the Subscriber's requirements; and
y. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
15.4 This agreement shall not prevent the Service Provider from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

16. SUBSCRIBER'S OBLIGATIONS
The Subscriber shall:
a) provide the Service Provider with all necessary co-operation in relation to this agreement and all necessary access to such information as may be required by the Service Provider in order to render the Services, including but not limited to Subscriber Data, remote access controlled by the Subscriber, security access information and configuration services;
z. comply with all applicable laws and regulations with respect to its activities under this agreement;
aa. carry out all other Subscriber responsibilities set out in this agreement in a timely and efficient manner or within the timeframes explicitly specified in this agreement. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, the Service Provider may, at its sole discretion, adjust any agreed timetable or delivery schedule as reasonably necessary;
bb. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
cc. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Service Provider, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
dd. ensure that its network and systems comply with the relevant specifications provided by the Service Provider from time to time; and
ee. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Service Provider’s Hosting Environment, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet.

17. PROPRIETARY RIGHTS
The Subscriber acknowledges and agrees that the Service Provider and/or its licensors own all intellectual property rights in the Services and the Documentation. This agreement does not grant the Subscriber any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

18. CONFIDENTIALITY
18.1 The Service Provider acknowledges that the Subscriber Data is the Confidential Information of the Subscriber and that the Service Provider has no rights of ownership or usage to the Subscriber Data.
18.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
a. is or becomes publicly known other than through any act or omission of the receiving party;
b. was in the other party's lawful possession before the disclosure;
c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
18.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
18.4 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 this agreement.
18.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
18.6 The Subscriber acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Service Provider's Confidential Information.
18.7 This clause 18 shall survive termination of this agreement, however arising and shall subsist on a perpetual basis within the scope of this agreement.

19. LIMITATION OF LIABILITY
19.1 Subject to the provisions of clause 20, this clause 19 sets out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber in respect of:
a. any breach of this agreement;
b. any use made by the Subscriber of the Services and Documentation or any part of them; and
c. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
19.2 Except as expressly and specifically provided in this agreement:
a. the Subscriber assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Subscriber, and for conclusions drawn from such use. The Service Provider shall have no liability for any damage caused by errors or omissions in any information, or instructions or scripts provided to the Service Provider by the Subscriber in connection with the Services, or any actions taken by the Service Provider at the Subscriber's direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c. the Services and the Documentation are provided to the Subscriber on an "as is" basis.
19.3 The Service Provider disclaims any liability for any and all uses of the Services by the Subscriber. This shall include but not be limited to cases where the security of the Subscriber has been breached, resulting in pecuniary damages, actions of their employees and/or agents with malicious intent or gross negligence or any conceivable use of the Services. Furthermore, the Service Provider disclaims any and all liabilities to the Subscriber for damages incurred as a consequence of any breach of security of the Service Provider’s servers owing to said security being out of the hands of the Service Provider at any given time.
19.4 Subject to clause 19.2 and clause 19.3 the Service Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement, unless this shall have been caused by wilful misconduct or gross negligence.
19.5 The maximum aggregate liability applicable under this contract shall not exceed the charges equivalent to one year’s Subscription.

20. INDEMNITY
20.1 The Service Provider shall, subject to clause 20.4, defend the Subscriber, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
a. the Service Provider is given prompt notice of any such claim;
b. the Subscriber provides reasonable co-operation to the Service Provider in the defence and settlement of such claim, at the Service Provider's expense; and
c. the Service Provider is given sole authority to defend or settle the claim.
20.2 In the defence or settlement of any claim, the Service Provider may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice to the Subscriber, refunding any amounts already paid by the Subscriber for the future use of the Services, without however any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
20.3 In no event shall the Service Provider, its employees, agents and sub- contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
a. a modification of the Services or Documentation by anyone other than the Service Provider; or
b. the Subscriber's use of the Services or Documentation in a manner contrary to the instructions given to the Subscriber by the Service Provider; or
c. the Subscriber's use of the Services or Documentation after notice of the alleged or actual infringement from the Service Provider or any appropriate authority.
20.4 The foregoing states the Subscriber's sole and exclusive rights and remedies, and the Service Provider's (including the Service Provider’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

21. FORCE MAJEURE
The Parties shall have no liability to each other under this agreement if they are prevented from or delayed in performing their obligations under this agreement, or from carrying on their business, by acts, events, omissions or accidents beyond their reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other Party is notified of such an event and its expected duration.

22. NOTICES
22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by e-mail, by fax, by hand or sent by post or recorded delivery to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, save that any notice that relates to any situation that could lead to a termination of the Services must be sent by hand delivery or by post.
22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre- paid or recorded delivery shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or e-mail shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

23. WAIVER
23.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
23.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

24. SEVERANCE
24.1 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, unenforceable or illegal, the other provisions shall remain in force.
24.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

25. ENTIRE AGREEMENT
25.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them, in writing or orally, relating to the subject matter they cover.
25.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

26. ASSIGNMENT26.1 The Subscriber shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement without the prior written consent of the Service Provider, which consent would not be unreasonably withheld.
26.2 The Service Provider may at any time assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this agreement by a simple notice to that effect sent to the Subscriber.

27. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

28. THIRD PARTY RIGHTSThis agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

29. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
29.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of the Republic of Malta.
29.2 Both parties agree that any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Malta Arbitration Centre in force at the time of the dispute. It is also agreed that:
a. the appointing authority and administrator shall be the Malta Arbitration Centre
b. the number of arbitrators shall be one
c. the place of arbitration shall be Malta.
d. the applicable substantive law shall be the laws of Malta

30. COMING INTO EFFECT
This agreement has been entered into on the date stated at the beginning of it and becomes binding on the Parties on the date of signature of the last Party or on the effecting of a digital signature through an on-line acceptance of terms.

SCHEDULE 1
THE SOFTWARE

SCHEDULE 2
SERVICE LEVEL STANDARDS

1. Support Service DefinitionThe table below outlines the support services provided as a part of this agreement.

2. Services Availability
The Service Provider will use its best efforts to make the Services available with a Monthly Uptime Percentage of 95% during any calendar month, hereinafter referred to as the “Service Commitment”, based on a method of calculation outlined in section 2.2 of Schedule 2.

1. Downtime
Downtime is the period in which the Services are not available for use by the Subscriber and specifically excludes Permitted Downtime.
Permitted Downtime is planned service and maintenance about which the Subscriber has been informed in a timely manner to address planned maintenance and upgrades of the Services
The Service Provider is not responsible for downtime or any other failure to satisfy the agreed service level if the Service Provider can prove it was caused by any of the following circumstances and provided that the said circumstance was not directly attributable to the Service Provider and such time shall be excluded from the calculation of downtime:

a. Circumstances outside the Service Provider’s area of responsibility for the Service, such as a failure of communications or other products or services from third parties for which Service Provider has not specifically taken responsibility.
b. Any other circumstances for which the Subscriber has responsibility under the terms of the agreement including but not limited to Internet connectivity.
c. Virus or other malevolent attack on security, as long as the Service Provider has taken reasonable and professional security measures,
d. any circumstance referred to as force majeure
e. Interruption from Internet provider
f. If the Subscriber had his account suspended as allowed within this agreement for any period of the month under analysis
g. Downtime due to the acts or omissions of the Subscriber, its employees, agents, or third party contractors or vendors for whom the Subscriber is responsible.

Downtime is calculated from the moment in time the Service Provider receives an e-mail reporting the failure in Availability to the Service Provider, in the manner defined below, until the Services become available again.

2. Monthly Uptime Percentage Calculation
The Monthly Uptime Percentage (MUP) is calculated using the following formula:

MUP (%) = ((AS – PD - DT)x 100) / (AS – PD)

AS = Agreed Hours of Service during any period of one calendar month
PD = Permitted Downtime
DT = Downtime

3. Reporting of Downtime and/or Faults

Downtime and/or faults are to be reported by the Subscriber to the Service Provider via e-mail through the Ticketing and Support System provided by the Service Provider. The report shall include a description of the fault to a level of detail so as to allow the Service Provider’s support staff to address the issue and contact details for the users affected.

4. Service Level Standards Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination caused by:

• factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Services;
• that result from any actions or inactions of the Subscriber or any third party;
• that result from the Subscriber’s or any 3rd party’s equipment, software or other technology and;
• arising from our suspension or termination of the Subscriber’s right to use the Services in accordance with this Agreement.

• Monitored Ticketing System
• Remote assistance using Remote tools
• Regular system health checks
• Carrying out of backups

The hours of response outlined above are hours contained within the Support Coverage Hours.

4. Maintenance

The Service Provider shall provide enhancements and upgrades to the Application Software which form a part of the Software as made available for general release to Subscribers by the Service Provider. The Service Provider shall also provide upgrades to the operating system and hosting environment as required to ensure efficient operations and maintain the availability and integrity of the system.

5. Backup Policy

The Service Provider shall carry out whatever is necessary to maintain a back-up of the data stored in the Hosted Environment in such a manner as to allow a point-in-time recovery of data for up to the previous 12 days on a rolling basis.

Should the Subscriber wish to restore their data to any point in time within this time window, the Subscriber must make a request in writing within 10 days of the period to which the data relates.

This service is subject to the Service Provider’s then current hourly rate for services of this nature.

6. Price Adjustments

The Service Provider reserves the right to adjust the pricing for the Services from time to time. Price adjustments may be necessary due to, but not limited to, the following reasons:

a) Inflation – Adjustments may reflect changes in the cost of doing business as a result of inflationary pressures that impact operational costs, wages, and other overheads.
b) Operational Costs – Increases in the costs of hosting, third-party service providers, data storage, compliance with new legal or regulatory requirements, or other factors directly related to the delivery of services may warrant changes to the subscription fees.
c) Technological Advancements and Feature Enhancements – The ongoing improvement, development, and enhancement of the Services, including the addition of new features or the scaling of system capacities to meet customer demands, may result in price increases to reflect the added value.
d) Market Conditions – In cases where market conditions or external economic factors result in a significant impact on the overall cost of business operations, the Service Provider may adjust its pricing accordingly.

6.1 PAY-AS-YOU-GO QUOTA SYSTEM
Subscribers will be assigned a pay-as-you-go quota that allows for flexible scaling based on factors including, but not limited to:

• Total number of users
• Total storage space used
• ther enterprise-level scaling factors such as API usage, bandwidth, and processing power.