Description Of The Services Contracted
a) The Supplier will provide Recite Me web accessibility software (“the Web Accessibility Software”) for the Client’s website for the duration of the agreement. Recite Me is supplied on a software as a service (“SaaS”) basis.
b) The Supplier will provide a named account manager who will be the main point of contact between the Supplier and the Client throughout the agreement
c) The Supplier will provide technical support as required
Exclusivity and Intellectual Property Rights
a) During the term of the contract, the Client will not contract with other suppliers of software similar to the Web Accessibility Software.
b) The Supplier is permitted to offer the same Web Accessibility Software to other companies.
c) It is agreed and acknowledged that all Intellectual Property Rights in the Web Accessibility Software shall belong exclusively to The Supplier.
d) This clause 6 shall continue to have full force and effect both before and after termination of this Agreement (for whatever reason).
The Supplier is committed to providing technical support to the Client, when applicable, throughout the Term of this agreement. Furthermore, the Supplier will ensure that the Web Accessibility Software is available in accordance with the service levels set out in Appendix A.
Breach Of Contract
a) The Supplier will endeavour to rectify a breach of contract within 1 month
b) The Client shall be permitted to contract with another supplier should the Supplier fail to rectify the breach within the given period
Both parties must keep each other advised of any special requirements that are applicable to the services
The contract can be terminated without notice subject to
a) receivership, administration or liquidation of either party
b) breach of any term of the agreement that is not remedied within one month by either party
c) gross misconduct of either party
a) Each party agrees to keep confidential any and all commercial, technical, financial or other business information concerning the other party to which it may become party during the course of this Agreement and further agrees in particular not to disclose all or any part of that information to any third party, except as may be required by a mandatory rule of law or order of court of competent jurisdiction.
b) For the purposes of this clause if the parties agree that confidential information shall not include:
- information generally available to members of the public in written or other fixed form or which becomes so available through no fault or breach of this Agreement on the part of the recipient;
- Information which its recipient can establish by independent evidence was available to it and its free disposal prior to its receipt under or in connection with this Agreement; and
- Information at any time received from a third party not apparently bound (after enquiry) by any contractual or fiduciary obligation of confidence and thus free to make disclosure.
- The Supplier may issue press releases or promotional material relating to the Client and its use of the Web Accessibility Software for advertising or other purposes before, during or after termination of this agreement.
- This clause shall continue to have full force and effect both before and after termination of this Agreement (for whatever reason).
Service of documents between the parties may be by email or normal post.
a) The Supplier is not liable for failure to perform its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service.
b) Save in the case of death or personal injury resulting from its negligence the aggregate liability of Recite Me Ltd. under this Agreement (howsoever arising) shall not exceed £5,000.
Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
- During each month of this Agreement the Supplier undertakes to the Client that the Software shall be capable of being accessed (except where inaccessibility is caused by backbone outage or power failure of the National power suppliers or any event of Force Majeure) no less than 99.9% of the time during normal working hours of 09:00 to 17:00.
- During each month of this Agreement the Supplier undertakes to the Client that the server on which the Software is hosted and the ancillary equipment out to the relevant router shall have no more than 1.0% down-time.
- The Supplier undertakes that the Software is backed-up at least once every 24 hours and secured in accordance with good industry practice.
- The Supplier will monitor the Software on the relevant server and if at any time the Software is not fully accessible for 2 hours or more then the Supplier shall notify the Client immediately and the Supplier shall start correcting the problem immediately and shall continue working on it until it is remedied.
- The Supplier will ensure that:
- all planned maintenance will be undertaken outside of the normal working hours referred to above
- all planned maintenance which may result in the Software not being available for more than 2 hours will be notified to all users logged into the application at that time prior to carrying out such maintenance
- Notice of emergency maintenance will be given as soon as is practicable