Master Terms and Conditions
Version: 1.2 January 2023
By executing an Order Form with Causeway one.network that references these Master Terms, the entity identified in such Order Form (“Customer”) agrees to these terms which, together with any other documents incorporated by reference into such Order Form and/or these Master Terms, will exclusively govern such Order Form (collectively “Agreement”).
This Agreement applies to customers using the services outside the United States; if you are using the services in the United States, please refer to Causeway one.network’s Master Terms and Conditions for customers in the United States.
1. AGREEMENT STRUCTURE
1.1 Customer may request Services by executing a written Order Form. The Order Form shall only be deemed to be accepted by Causeway one.network when Causeway one.network issues a written acceptance that is also executed by Causeway one.network. Causeway one.network shall be free to accept or decline each Order Form in its own discretion.
1.2 Each Agreement shall govern a single Order Form that forms part of it and shall constitute a distinct contract independent of any other Order Form and Agreement between Customer and Causeway one.network.
1.3 Any quotation given by Causeway one.network shall not constitute an offer, and is only valid for the period specified in the quotation (or if no such period is specified, 30 days from its date of issue).
1.4 The following are expressly incorporated into each Agreement by reference and form part of this Agreement to which it applies:
1.4.1 The relevant Services Specification(s) which have the same name as the Services specified in the Order Form;
1.4.2 the most current version of the policies located at https://one.network/legal at the time this Agreement comes into force (and as updated from time to time pursuant to Clause 14.2) together with such other policies listed in the Order Form (together the “Policies”);
1.4.3 such other service specific terms as may be specified in the relevant Order Form from time to time.
1.5 Unless the Order Form specifically states otherwise, if there is an inconsistency between any of the documents comprising this Agreement, the following, descending order of precedence shall apply: (i) the Order Form; (ii) any Services Specifications that apply to that part of the Services; (iii) these Master Terms; (iv) any other document that forms part of this Agreement.
1.6 Any documents or terms issued by Customer or which Customer seek to impose or incorporate, including any purchase order, shall be for Customer’s internal administrative purposes only and, regardless of what they may say otherwise, will have no contractual force or effect on Causeway one.network and shall not operate to govern our relationship or modify this Agreement between Causeway one.network and the Customer (whether such document is signed by Causeway one.network or not).
2. COMMENCEMENT AND DURATION
2.1 Each Order Form shall become legally binding once accepted and executed by Causeway one.network in writing (“Effective Date”) and, unless earlier lawfully terminated, shall continue until the Licence Commencement Date and then for such minimum term as may be expressed in the Order Form (“Initial Period”). Upon expiry of the Initial Period the Order Form shall automatically renew for a further period equal to the Initial Period, or as otherwise stated on the applicable Order Form (“Renewal Term”) unless Customer or Causeway one.network have given written notice of non-renewal at least three (3) months prior to the end of the Initial Period or Renewal Term (as applicable).
3. LICENCES AND IPR OWNERSHIP
3.1 All Intellectual Property Rights in the Services (including the Causeway one.network IP) shall belong to and remain the property of Causeway one.network. All Intellectual Property Rights in any modifications to the Services (including modifications of the underlying software and algorithms), whether made by or on behalf of Causeway one.network independently of this Agreement, pursuant to its terms or otherwise in the course of this Agreement, shall belong to and remain the property of Causeway one.network.
3.2 As between Causeway one.network and Customer, all Intellectual Property Rights in the Customer Data shall be owned by Customer. Customer hereby grants (and shall procure the grant of) a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, sub-licensable (to Causeway one.network’s subcontractors, and to the Third Parties identified in this Clause) licence for Causeway one.network (and its subcontractors to use on Causeway one.network’s behalf): (i) to use and modify the Customer Data to the extent necessary to perform its obligations or exercise its rights under this Agreement; (ii) to analyse, develop, test and operate the systems, products and services of Causeway one.network and its Affiliates; (iii) for such other purposes as specified in the Services Specification; and (iv) to create aggregated and/or deidentified data derived from Customer Data or use of the Services (“Usage Data”) for Causeway one.network’s business purposes including for industry analysis, benchmarking, and analytics. Nothing in this Agreement (including this Clause) shall be considered to place any limit on Causeway one.network’s use of any Customer Data to the extent such data is also available to Causeway one.network from another source (including open data sources).
3.3 Subject to payment by Customer of the Charges and its compliance with the terms of this Agreement, Causeway one.network hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable (except as expressly stated in this Clause) and revocable right from the Licence Commencement Date and then during the Order Term for Customer and its End Users (on Customer’s behalf), in the Territory:
3.3.1 to use and access the Services only for the purposes and only in the manner described in the relevant Services Specification for those Services, which if not otherwise stated will be use for the internal business purposes of the Customer only (the “Purpose”);
3.3.2 unless otherwise stated in the Services Specification or Order Form, use of the Services shall be:
(a) limited to remote access and use of the Services for the Purpose; and
(b) subject to Clauses 3.5 and 3.6, to allow End Users to exercise the rights described in Clause 3.3.2(a) on Customer’s behalf.
3.3.3 to make and use only such number of copies of the Documentation as is reasonably necessary for Customer’s use of the Services in accordance with this Agreement.
3.4 Causeway one.network and its licensors reserve any and all rights (including Intellectual Property Rights) in and to the Services other than the limited licence rights expressly granted in this Agreement. For the avoidance of doubt and without limitation, the licences granted under Clause 3.3 do not permit Customer to:
3.4.1 allow access to the Services by, or grant any sub-licence to the Services to, any Third Party (including any Affiliate of the Customer, or its or their Third Party service providers) except as expressly agreed in an Order Form; or
3.4.2 use itself or grant any sub-licence to the object code or source code of the Services, which shall remain hosted by or on behalf of Causeway one.network at all times.
3.5 Customer shall ensure that all End Users are aware of Customer’s obligations under this Agreement and comply with the applicable terms of this Agreement at all times when using the Services.
3.6 Customer shall be responsible for all acts and omissions of End Users during their usage of the Services and any such act or omission that would breach the terms of this Agreement had the same been undertaken by Customer shall be deemed to be a breach by the Customer of the relevant provision(s) of this Agreement.
3.7 Except to the extent such activities are set out in this Agreement (including in the applicable Order Form), or otherwise prohibited from being restricted by applicable law, Customer shall not, and shall procure that no party to which Customer grants access to the Services (including any Causeway one.network IP) shall:
3.7.1 copy, reproduce, publish, distribute, combine, modify, create derivative works of, sell, resell, or in any way commercially exploit any part of the Services;
3.7.2 copy, frame or mirror any part of the Services or access the Services to copy its features, functions, data or graphics to develop a competing service, or attempt to gain access to Third Party data contained within the Services;
3.7.3 reverse engineer, decompile, translate, disassemble or attempt to discover any source code or underlying ideas or algorithms in the Services or the software (or any part of it) that is used to provide the Services;
3.7.4 use the Services in any manner which infringes any law or regulation (including any applicable export control laws or regulations) or which infringes the rights of any Third Party under the laws of any jurisdiction;
3.7.5 post, link to or transmit through the Services, any material, which is unlawful, or that contains a virus or other hostile computer program;
3.7.6 use the Services for High Risk Activities;
3.7.7 attempt to create a substitute or similar service through use of or access to the Services;
3.7.8 remove or obscure any copyright, trademark notice, or restrictive legend;
3.7.9 incorporate the Content as a core part of printed matter that is redistributed for a fee;
3.7.10 use the Services in a manner that gives access to mass downloads or bulk feeds of any Content; or
3.7.11 use the Services outside the Territory.
3.8 If Customer, or any of its personnel including any End User, provides comments, suggestions, ideas, or other information or materials regarding the Services (“Feedback”) to Causeway one.network, Causeway one.network may use, modify, and incorporate such Feedback to improve or enhance the Services or its other products and services, and Customer hereby grants to Causeway one.network a non-exclusive, perpetual, irrevocable, transferable, sublicensable, worldwide and royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction and without any obligation to provide attribution or compensation to Customer.
4. Technical Support
4.1 Subject to the Customer’s payment of all due and payable Charges and its compliance with this Agreement, Causeway one.network shall provide technical support for the Services to the Customer in accordance with the SLA during the Order Term.
5. Charges and Payment
5.1 All Charges are exclusive of applicable VAT, sales tax and any other applicable taxes which shall be payable by the Customer at the prevailing rate in addition to the Charges.
5.2 Charges are payable in full in advance, unless otherwise agreed in the Order Form.
5.3 Unless otherwise agreed in the Order Form, all Charges are due 30 days from the invoice date. The Customer shall make all payments by electronic transfer in accordance with the instructions set out in the invoice without any set off or withholding.
5.4 The Customer will be responsible for all reasonable expenses (including legal fees) incurred by Causeway one.network in collecting overdue amounts, except where such overdue amounts are due to Causeway one.network’s billing inaccuracies. Causeway one.network shall have the right to charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time (or at the statutory rate if higher) from the due date until the date of actual payment, whether before or after judgment, on any Charges which are overdue.
5.5 No terms and conditions contained in or referred to in any purchase order issued by the Customer shall apply to or shall modify this Agreement and any terms or conditions in any such purchase order are of no legal force or effect.
6. CONFIDENTIALITY
6.1 Each Party may have access to Confidential Information of the other Party under this Agreement. A Party’s Confidential Information shall not include information that:
6.1.1 is or becomes publicly known through no act or omission of the receiving Party; or
6.1.2 was in the receiving Party’s lawful possession prior to the disclosure; or
6.1.3 is lawfully disclosed to the receiving Party by a Third Party without restriction on disclosure; or
6.1.4 is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information (and such independent development can be shown by written evidence); or
6.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body or other regulations including the Freedom of Information Act 2000 provided that in each case the Party required to provide disclosure shall provide reasonable advance notice to the other Party if lawfully permitted.
6.2 Each Party shall hold the other Party’s Confidential Information in confidence and, unless required by law, not make the other Party’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.
6.3 Each Party agrees to 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.
6.4 Causeway one.network shall be permitted to disclose or permit access to Customer’s Confidential Information also to its Affiliates and subcontractors and to their employees and independent contractors, provided that their access or use otherwise satisfies the requirements set out in Clauses 6.2 and 6.3. The Customer agrees that Causeway one.network may publicly announce and list the Customer as a customer of Causeway one.network (including on Causeway one.network’s website).
6.5 This Clause 6 shall survive termination of this Agreement and each Order Form for any reason.
6.6 Nothing in this Clause 6 shall prevent the use or disclosure of any Customer Data where otherwise permitted by this Agreement.
7. WARRANTIES AND REPRESENTATIONS
7.1 Each of the Parties warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
7.2 Customer warrants to Causeway one.network that:
7.2.1 Customer has the right, power and authority to grant to Causeway one.network the rights in the Customer Data to perform its obligations and exercise its rights as specified in this Agreement; and
7.2.2 it will comply with all laws and regulations applicable to the Customer’s use or receipt (and the use or receipt by its End Users) of the Services.
7.3 Causeway one.network warrants to Customer that:
7.3.1 Causeway one.network has the right, power and authority to grant to Customer the rights contemplated herein and supply the Services;
7.3.2 Causeway one.network will comply with all laws and regulations applicable to Causeway one.network’s provision of the Services;
7.3.3 Causeway one.network shall provide all Support Services with reasonable care and skill; and
7.3.4 Causeway one.network will use reasonable endeavours to ensure that the Customer’s use of the Services shall not introduce any virus to the Customer’s systems, including by using the latest version of anti-virus definitions and software available from an industry accepted anti-virus software vendor.
7.4 Causeway one.network warrants to Customer that:
7.4.1 the Services and Support Services will materially comply with their description and specification set out in the Services Specification; and
7.4.2 Causeway one.network will not materially reduce the description and/or specification of the Services during the Order Term.
7.5 If the Customer notifies Causeway one.network in writing of any alleged breach of Clause 7.4, Causeway one.network undertakes to use all reasonable endeavours to remedy such alleged breach within three (3) months of that Customer notification. If Causeway one.network remedies such alleged breach within such time then Causeway one.network will have no other liability of any kind in respect of the alleged breach. Such remedy shall be free of charge to Customer unless Causeway one.network determines there has been no breach of Clause 7.4, at which point Customer shall pay all reasonable and demonstrable costs and expenses incurred by Causeway one.network in investigating and/or resolving the alleged breach.
7.6 Customer acknowledges and agrees that:
7.6.1 it is Customer’s responsibility to ensure the facilities and functions of the Services meet Customer’s requirements (including Customer’s legal and regulatory requirements); and
7.6.2 Causeway one.network is not and cannot be aware of the extent of any potential damages or losses resulting from any failure by Causeway one.network to discharge its obligations under this Agreement.
7.7 Causeway one.network does not warrant or represent that:
7.7.1 the Services shall be:
(a) uninterrupted or error free; or
(b) interoperable or compatible with any software, hardware or service other than as expressly set out in the Services Specification; or
7.7.2 the Content shall be accurate, complete, or current.
7.8 Save to the extent set out in this Clause 7 or to the extent that any exclusion is prohibited by law, no other representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, satisfactory quality, performance or fitness for purpose), are given or assumed by Causeway one.network in respect of the Services and any such representations, warranties or conditions are hereby excluded.
7.9 Any warranties given by Causeway one.network shall be subject to Customer using the Services in compliance with this Agreement, and Causeway one.network shall not be liable under this Clause for, or required to remedy, any problem arising from any defect or error wholly caused by any software, systems, services or other equipment used in connection with the Services that are provided by the Customer or any Third Party.
8. LIMITATION OF LIABILITY
8.1 Nothing in this Agreement or any Order Form excludes or limits the liability of:
8.1.1 either Party for death or personal injury caused by the negligence of such Party, for fraud or fraudulent misrepresentation, or in respect of any other liability which cannot by law be limited or excluded; or
8.1.2 Customer for any wilful misconduct, any unauthorised use of the Services or Causeway one.network IP.
8.2 Subject to Clause 8.1, neither Party shall be liable to other Party for:
8.2.1 any loss, whether direct or indirect, of business, profits, revenue, anticipated savings, loss of or depletion of goodwill, loss of or corruption to data; or
8.2.2 compensatory or restitutionary payments to any Third Party (other than in respect of Third Party Claims and Infringement Claims);
8.2.3 any losses, fines and expenses imposed by a regulator, governmental authority or professional body; or
8.2.4 any indirect or consequential loss or damage,
in each case, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not either Party was aware of the possibility of such loss arising.
8.3 Subject to Clauses 8.1, 8.2 and 8.4, each Party’s total aggregate liability to the other Party under or in connection with this Agreement whether under contract, tort (including negligence), breach of statutory duty or otherwise, shall not for any and all causes of action arising in or relating to a Contract Year exceed 100% of the Charges paid by Customer to Causeway one.network under that Order Form in that Contract Year.
8.4 Subject to Clause 8.1, the Parties agree that the limitations described in Clause 8.3 shall not apply to the Customer’s indemnification obligations in Clause 9 (Indemnities).
8.5 Any liability which arises under or in connection with this Agreement after the Order Term shall be considered to have arisen in or relate to the final Contract Year during the Order Term.
9. INDEMNITIES
9.1 If either Party becomes aware of any claim or potential claim that use of the Services infringes a Third Party’s copyright or UK or EU patent (“Third Party Claim”), that Party will immediately notify the other in writing specifying the particulars of the alleged infringement or unauthorised use.
9.2 Causeway one.network shall indemnify Customer and hold Customer harmless from and against all losses, liability, costs, damages, fines or expenses (including reasonable legal costs) either awarded against Customer by a court of competent jurisdiction in connection with the Third Party Claim or agreed to be settled by Causeway one.network (“Customer Losses”). Payment of Customer Losses in accordance with this Clause 9 shall be Customer’s sole and exclusive remedy in respect of any Third Party Claim.
9.3 In relation to any Third Party Claim, Customer shall:
9.3.1 not make any admission of liability, agreement or compromise in relation to the Third Party Claim without the prior written consent of Causeway one.network;
9.3.2 give Causeway one.network (at Causeway one.network’s own expense) the conduct of or the right to settle all negotiations and litigation arising from any Third Party Claim (subject to any settlement not imposing any monetary obligation on Customer without its consent); and
9.3.3 provide Causeway one.network and its professional advisors with such information and assistance as it or they may from time to time reasonably request in relation to the defence and/or settlement of the Third Party Claim.
9.4 The indemnity in Clause 9.2 does not apply to Customer Losses to the extent they arise as a result of:
9.4.1 the use of the Services by Customer other than in accordance with the terms of this Agreement;
9.4.2 the products, software, services or other equipment with which Customer has bundled, combined or otherwise integrated the Services;
9.4.3 any modification of the Services by anyone other than Causeway one.network;
9.4.4 any Intellectual Property Right of Customer;
9.4.5 any breach of this Agreement by Customer;
9.4.6 access or use of the Third Party Service or Third Party Content, except to the extent that the relevant Third Party itself indemnifies Causeway one.network in respect of such Third Party Claim;
9.4.7 failing to notify Causeway one.network in writing in accordance with Clause 9.1 and such delay increases the Customer Losses incurred; and/or
9.4.8 Customer failing to comply with Clause 9.3 and such failure increases the Customer Losses incurred.
9.5 In the event of a Third Party Claim, or where Causeway one.network reasonably considers that there may be a Third Party Claim, Causeway one.network shall have the right to terminate this Agreement immediately and shall provide Customer with a pro-rata refund of any pre-paid fees which relate to the period after the effective date of termination.
9.6 Customer shall, and shall procure that:
9.6.1 the Customer Data (and Causeway one.network’s use of Customer Data in accordance with this Agreement) does not:
(a) breach applicable law (including a breach of Data Protection Legislation);
(b) breach Customer’s obligations in Schedule 2;
(c) infringe any Third Party’s rights (including rights in contract and Intellectual Property Rights); and
9.6.2 the Customer Data does not contain any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous,
(together being “Infringing Material”).
9.7 If either Party becomes aware of any claim or potential claim relating to any Infringing Material (“Infringement Claim”), that Party will immediately notify the other in writing specifying the particulars of the alleged infringement or unauthorised use.
9.8 Causeway one.network shall have the right to remove any Infringing Material from the Services without the need to further consult Customer. Where this Clause 9.8 applies Causeway one.network shall be relieved from any obligations to make the Infringing Material available to Customer in conjunction with the Services.
9.9 Customer shall indemnify, and keep Causeway one.network and its Affiliates, indemnified at all times from and against any and all losses, claims, liability, costs, damages, fines or expenses (including reasonable legal costs) that are incurred, suffered or threatened against Causeway one.network and its Affiliates arising out of or in connection with any Infringement Claim (“Causeway one.network Losses”).
9.10 Customer shall not settle any Infringement Claim without the consent of Causeway one.network (not to be unreasonably withheld or delayed) and provided always that such settlement releases Causeway one.network of all liability in connection to the Infringement Claim.
9.11 The indemnity in Clause 9.9 shall not apply to Causeway one.network Losses the extent that the Infringement Claim in question arises as a result of:
9.11.1 a breach of this Agreement by Causeway one.network; and/or
9.11.2 Causeway one.network failing to notify Customer in writing in accordance with Clause 9.7 and such delay increases the Causeway one.network Losses incurred.
10. SUSPENSION AND TERMINATION
10.1 Without prejudice to any other rights or remedies which the Parties may have under this Agreement, either Party may terminate this Agreement without liability to the other immediately upon giving notice to the other if the other Party commits a material breach of this Agreement which is irremediable or, if capable of being remedied, is not remedied within 30 days of receipt of a notice from the other Party requiring it to be remedied; or
10.2 Without prejudice to Causeway one.network’s other express rights under this Agreement, Causeway one.network may immediately terminate this Agreement or suspend Customer’s access to and/or Causeway one.network’s provision of, the Services if:
10.2.1 Customer fails to pay any amount due under the Order Form on the due date for payment and remains in default not less than 45 days after being notified in writing to make such payment;
10.2.2 Customer is in breach of Customer’s obligations set out in this Agreement and such breach has had (or is reasonably likely to have) a serious adverse impact on the security of Causeway one.network’s IT systems and the security of Causeway one.network’s other customers and their data;
10.2.3 Customer becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency (or equivalent laws in other countries) or makes an assignment for the benefit of creditors or Causeway one.network reasonably determines that Customer may become subject to the foregoing; or
10.2.4 for such other reasons as set out in the Services Specifications.
10.3 Causeway one.network shall notify Customer of a suspension pursuant to Clause 10.2 and the same shall continue until the Customer has remedied Customer’s breach to Causeway one.network’s satisfaction. Such suspension shall not place Causeway one.network in breach of Causeway one.network’s obligations to provide the Services and shall not relieve Customer from paying the Charges in accordance with the terms of this Agreement. Causeway one.network shall use reasonable endeavours to provide Customer with such information Causeway one.network is aware of to expedite Customer’s remedy of such breach. Causeway one.network may charge Customer a reconnection and/or administration fee following any such suspension.
10.4 Any right of Causeway one.network to suspend or terminate an Agreement shall entitle Causeway one.network to suspend or terminate any other Agreement with Customer.
10.5 Upon the expiry of termination of this Agreement:
10.5.1 the provision of the Services and all rights granted to Customer to access, receive and use the Services shall cease;
10.5.2 without prejudice to Causeway one.network’s other rights and remedies, Customer shall immediately pay all Charges incurred prior to the date of termination; and
10.5.3 Customer shall immediately delete or remove any Causeway one.network IP from all computer equipment and electronic devices including storage devices in its possession and certify to Causeway one.network that it has done so.
10.6 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry. Any provision hereof that, by its nature, is intended to survive termination or expiry hereof shall so survive.
11. Third Party Content and Third Party Services
11.1 If the Services incorporate Third Party Services then the Customer’s access and use of those Third Party Services is subject to the terms, conditions and guidelines provided by the relevant Third Party as further detailed in this Agreement or as specified at https://one.network/legal .
11.2 If the Services incorporate Third Party Content, then the Customer’s access and use of the Third Party Content is subject to the terms, conditions and guidelines provided by the relevant Third Party as further detailed in this Agreement (including this Clause) or as specified at https://one.network/legal .
11.3 Without limitation to Clause 11.2, if the Third Party Content is provided by TomTom Global Content B.V. (“TomTom”) then the following shall apply:
11.3.1 The covenants and obligations undertaken by the Customer herein are intended for the direct benefit of TomTom and may be enforced by TomTom directly against the Customer.
11.3.2 Neither TomTom nor its suppliers shall be liable to the Customer for any incidental, consequential, special, indirect or exemplary damages arising out of this Agreement, including lost profits or costs of cover, loss of use or business interruption or the like, regardless of whether the Party was advised of the possibility of such damages.
11.3.3 Notwithstanding anything to the contrary contained herein, TomTom or its suppliers shall have no monetary liability to the Customer for any cause (regardless of the form of action) under or relating to this Agreement.
11.3.4 The TomTom Third Party Content is provided on an “as is” and “with all faults basis” and TomTom and its suppliers expressly disclaim all warranties, express or implied, including but not limited to, the implied warranties of non-infringement, merchantability, satisfactory quality, accuracy, title and fitness for a particular purpose. No oral or written advice or information provided by TomTom or any of its agents, employees or third party providers shall create a warranty, and the Customer is not entitled to rely on any such advice or information. This disclaimer of warranties is an essential condition of this Agreement.
11.3.5 The Customer agrees to protect the TomTom Third Party Content from public disclosure and to consider the TomTom Third Party Content exempt from the Freedom of Information Act 2000.
11.3.6 The Customer shall not use the Services to provide competitive information about TomTom or its products to third parties.
11.3.7 Causeway one.network shall be entitled to vary the provisions of this Clause 11.3 upon providing notice to the Customer if required to do so by TomTom. Upon receipt of such notice, the Customer shall, and shall require End Users to, accept such modified terms.
12. Verification and Audit
12.1 The Customer shall promptly notify Causeway one.network of any unauthorised use of, or access to, the Services of which it becomes aware.
12.2 Causeway one.network reserves the right to monitor usage of the Services by Customer and all End Users during the term of this Agreement.
12.3 At Causeway one.network’s written request, not more than once per calendar year, the Customer shall provide Causeway one.network with a certification signed by an officer of the Customer verifying that the Services are being used in compliance with this Agreement.
12.4 Furthermore, Causeway one.network shall have the right, no more than once per calendar year, and upon at least thirty (30) days prior written notice, to appoint an independent person to examine and verify the Customer’s compliance with this Agreement. Audits shall be conducted during regular business hours at the Customer’s facilities and shall not unreasonably interfere with the Customer’s business activities. The Customer shall provide Causeway one.network with reasonable access to the Customer’s relevant records and facilities.
12.5 If an audit reveals that the Customer has underpaid Charges to Causeway one.network during the period audited, then Causeway one.network shall invoice the Customer, and the Customer shall promptly pay Causeway one.network the underpaid Charges based on the prices in effect under this Agreement at the time the audit is completed and in that event the Customer shall also pay Causeway one.network’s reasonable audit costs.
13. Personal Data
13.1 To the extent relevant, the Parties will comply with the provisions of Schedule 2.
14. Variation
14.1 Except as otherwise provided in this Agreement (including Clause 14.2), any amendment to this Agreement must be in writing, signed by both parties, and must expressly state that it amends this Agreement.
14.2 Causeway one.network may amend the:
14.2.1 terms and conditions of this Agreement (including these Master Terms and any or all of the documents incorporated by reference, including the Services Specifications and Policies) or the nature of the Services (including modifying or discontinuing any element of the Services) from time to time, and will notify Customer accordingly on at least three (3) months’ notice; and
14.2.2 the Charges, and will notify Customer accordingly on at least six (6) months’ notice.
14.3 Provided the notice referred to in Clause 14.2 expires before the end of the current Initial Period or Renewal Term (as applicable) any such amendments will automatically become part of this Agreement on the first day of the next Renewal Term. The notice required to be given by Causeway one.network under this Clause may be given by Causeway one.network posting updated documentation at https://one.network/legal (or where the amendment relates to the Charges, then this will be given directly to Customer (including by email)). Customer shall be deemed to have accepted such amendment (and such amendment shall take effect automatically) unless Customer gives Causeway one.network a notice of non-renewal in accordance with Clause 2.1 so that this Agreement does not renew for an additional Renewal Term.
15. Miscellaneous
15.1 The Customer shall not, for the duration of this Agreement and for a period of six months following termination, directly or indirectly induce or attempt to induce any of Causeway one.network’s employees or other personnel who has been engaged in the provision, receipt, review or management of the Services or otherwise in connection with this Agreement to leave their employment or engagement.
15.2 Without prejudice to Clause 14.2, Causeway one.network may change, discontinue, or remove any Services or part of any Services or change or remove features or functionality of any Services from time to time provided that such alterations do not materially diminish the functionality of Customer’s ordered Services. If Customer considers that Causeway one.network’s alterations breach this Clause, Customer must notify Causeway one.network within 30 days of such alteration, and if Causeway one.network agrees (in its sole but reasonable determination) that such alterations materially diminish the functionality of Customer’s ordered Services in breach this Clause then Causeway one.network shall use its reasonable endeavours to reinstate such feature or functionality. If Causeway one.network (having determined in Customer’s favour) has been unable to reinstate such feature or functionality within 14 days of Customer’s notice, Customer shall have the right to terminate this Agreement for convenience and without penalty within 14 days of being notified on the same. The rights set out in this Clause shall be Customer’s exclusive remedy for such breach by Causeway one.network.
15.3 Each Party shall comply with all applicable law relating to anti-bribery and anti-corruption from time to time, including but not limited to the Bribery Act 2010 as in effect from time to time in the United Kingdom, and the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C §§ 78dd-1 et seq. (“Relevant Requirements”). Each Party shall: (i) not commit any act or omission which causes or could cause the other Party and/or its Affiliates to breach, or commit an offence under, any Relevant Requirements; (ii) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and (iii) keep accurate and up to date records showing all payments made and received and all other advantages given and received by it in connection with this Agreement and the steps it takes to comply with this Clause. Each Party shall ensure that any person associated with it who is performing activities in connection with this Agreement (“Associated Person”) is required to abide by terms equivalent to those agreed to by it in this Clause (“Anti-Bribery Commitment”). Each Party shall be responsible for the observance and performance by such Associated Persons of the Anti-Bribery Commitment and shall be directly liable to the other Party for any breach by Associated Persons of that commitment.
15.4 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).
15.5 All notices of termination or breach must be in writing and addressed to the other Party at its address set out above and sent for the attention of the legal department. Notice shall be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
15.6 Except where expressly stated (including in Clause 11.3), this 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) pursuant to the Contracts (Rights of Third Parties) Act 1999. The Parties may amend, renew, terminate or otherwise vary all or any of this Agreement without the consent of any third party beneficiary.
15.7 This Agreement contains the whole agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the Parties relating to that subject matter. Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or the relevant Order Form. Each Party agrees that the only rights and remedies available to it arising out of or in connection with such statements, representations, assurances or warranties shall be for breach of contract.
15.8 Save as set out in this Clause, neither Party shall, without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Causeway one.network shall have the right to subcontract the exercise of its rights and performance of its obligations under this Agreement to Third Parties (and Customer hereby consents to such subcontracting), and to also assign, novate or otherwise transfer any of its rights and/or obligations under this Agreement to: (i) an Affiliate, as part of a bona fide reconstruction or amalgamation; or (ii) any person as part of a sale of its business or a substantial part thereof.
15.9 Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance.
15.10 If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
15.11 The Parties may execute this Agreement in counterparts, including PDF, and other electronic copies, which taken together shall constitute one instrument.
15.12 Any hyperlink provided to the Customer in association with this Agreement (including in these Master Terms) may be updated on notice to the Customer.
15.13 Notwithstanding any other provision of this Agreement, neither Party shall have any liability to the other Party for the performance of its obligations under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement by a Force Majeure Event. As soon as reasonably practicable after becoming aware of a Force Majeure Event the Party affected by the Force Majeure Event shall notify the other Party, providing reasonable details of the Force Majeure Event, its impact on that Party’s obligations under this Agreement and its anticipated duration. If the period of delay or non-performance continues for six (6) months or longer, the Party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the other Party. Nothing in this Clause 15.13 shall relieve Customer from its obligations to pay the Charges as described in this Agreement.
16. Governing Law
16.1 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 laws of England.
16.2 The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16.3 Nothing in this Agreement shall prevent Causeway one.network from instigating legal proceedings (including where an order for an injunction, disclosure or legal precedent is required) in any relevant jurisdiction in order to protect or enforce Causeway one.network IP.
Schedule 1 - Definitions and interpretation
1. DEFINITIONS
Affiliate means in respect of an entity, each and any subsidiary or holding company of that entity and each and any subsidiary of a holding company of that entity from time to time (subsidiary and holding company having the meaning given in section 1159 of the Companies Act 2006).
Charges means the charges for the applicable Services as set out or referred to in the Order Form as updated from time to time in accordance with Clause 14.2.
Confidential Information means information that one Party (or an Affiliate) discloses to the other Party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that the recipient already knew and did not hold in confidence, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a Third Party. The specific functionality of the Services (including the Services Specifications) and the pricing is included in Causeway one.network’s Confidential Information.
Content means any content provided by Causeway one.network through the Services (whether created by Causeway one.network or a Third Party), and may include, but is not limited to map data, roadworks data, traffic management intervention data, and traffic data, and/or such other content specified in the Services Specification.
Contract Year means the twelve (12) month period starting on the Licence Commencement Date, and each subsequent 12 month period during the Order Term.
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change in Control shall be construed accordingly.
Customer Data means data owned by the Customer or licensed to the Customer by a Third Party licensor and which the Customer loads, or which is loaded on the Customer’s behalf, into the Services.
Data Protection Legislation means, as applicable to a Party or the Services:
a) the Data Protection Act 2018 and the UK GDPR (as defined in Part 1, Section 3(10) of the Data Protection Act 2018, supplemented by Section 205(4));
b) Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) and any equivalent or implementing legislation; and
c) all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and data security, in each case as amended, replaced or otherwise incorporated into law and including all subordinate legislation made under any of the above in any jurisdiction.
Documentation means any operating manuals, user guides and other instructional materials or aids (whether hard copy or electronic) provided by Causeway one.network to the Customer relating to the use of any of the Services.
Effective Date has the meaning given in Clause 2.1.
End User means, unless otherwise specified in an Order Form, a person who is employed by Customer or who is engaged by Customer as an independent contractor, in each case who is permitted to use the Services under the terms of this Agreement for the benefit of Customer.
Feedback has the meaning given in Clause 3.8.
Force Majeure Event means an event beyond the reasonable control of the relevant Party, including flood, fire, explosion, the elements, epidemic, disease, war, civil commotion, terrorist activity, shortage of raw materials, power or fuel, breakdown of plant or machinery, computer, software and hardware failure, or any failure in a communications network.
High Risk Activities means uses where the use or failure of the Services could lead to death, personal injury, or property or environmental loss, damage, pollution or contamination.
Initial Period has the meaning given in Clause 2.1.
Intellectual Property Rights means patents, trademarks, service marks, trade names, design rights, copyright, rights in software, database rights, rights in know-how and other intellectual property rights or equivalent forms of protection of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of any such rights together, and rights in Confidential Information.
Licence Commencement Date means the date that the licences granted under this Agreement shall commence, as specified in the Order Form.
Master Terms means these master terms and conditions as amended from time to time in accordance with Clause 14.2.
Causeway one.network means Roadworks Information Limited (trading as Causeway one.network), a company registered in England and Wales under Number 07589848, whose registered office is at 20 Farringdon Street, c/o HubHub, London EC4A 4EN.
Causeway one.network IP means all or any of the following (as the context so requires): all Intellectual Property Rights in the Services including the Documentation, Content, software and the proprietary hosted platform provided by Causeway one.network.
Order Form means an order form in writing between Causeway one.network and Customer and signed by each Party.
Order Term means the term of an Order Form from the Licence Commencement Date and includes the Initial Period together with any applicable Renewal Terms (if any).
Party means a party to this Agreement.
Policies has the meaning given in Clause 1.4.2.
Purpose has the meaning given in Clause 3.3.1.
Renewal Term has the meaning given in Clause 2.1.
Service Level Agreement or SLA means the Service Level Agreement set out in Schedule 3 to these Master Terms unless otherwise specified in the Services Specification or Order Form.
Services means all services (including the provision of the relevant Causeway one.network IP) provided by or on behalf of Causeway one.network, to the extent and as further described in an Order Form.
Services Specification means service specifications for specific Services, in each case being the most current version which is located at the URL specified in the Order Form at the time this Agreement comes into force (and as updated from time to time pursuant to Clause 14.2).
Support Services means the services provided under the SLA in relation to the Services.
Territory means the United Kingdom (unless expressly stated otherwise in the Order Form).
Third Party means a person other than the Parties.
Third Party Content means any Content that comes from a Third Party.
Third Party Service means any service which is provided by a Third Party.
Usage Data has the meaning given in Clause 3.2.
2. INTERPRETATION
2.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
2.2 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.
2.3 Words in the singular shall include the plural and vice versa.
2.4 A reference to one gender shall include a reference to the other genders.
2.5 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.
2.6 Any negative obligation imposed on any Party shall be construed as if it were also an obligation not to permit or suffer the act or thing in question and any positive obligation imposed on any Party shall be construed as if it were also an obligation to procure that the act or thing in question be done.
2.7 The words “include” or “including” shall be construed without limitation to the words following.
2.8 References to Clauses and schedules are to the clauses and schedules of these Master Terms; references to Paragraphs are to paragraphs of the relevant schedule to these Master Terms.
2.9 The schedules, appendices and annexes form part of these Master Terms and shall have effect as if set out in full in the body of these Master Terms and any reference to Master Terms shall include the schedules, appendices and annexes.
Schedule 2 - Data protection
1.1 Each Party shall be an independent controller of any personal data that it processes under or in connection with this Agreement.
1.2 Each Party shall comply with its respective obpgations under Data Protection Legislation when processing personal data under or in connection with this Agreement, including with respect to the lawful collection, use and sharing of personal data with the other Party, to the extent apppcable.
1.3 Without limiting Clause 1.2, Causeway one.network shall process all personal data under and in connection with this Agreement in accordance with its Privacy Policy, as located at https://uk.one.network/company/privacy and as updated from time to time.
Schedule 3 - Service Level Agreement
1. DEFINITIONS
1.1 In this Schedule the following additional definitions shall apply:
1.2 “Business Days” are Monday to Friday, excluding English bank and public holidays;
1.3 “Business Hours” are 9:00am to 5:00pm UK time on Business Days;
1.4 “Help Desk” means Causeway one.network’s help desk;
1.5 “Problem Management” is the process of analysing, tracking, correcting and communicating Service Requests and their Resolutions;
1.6 “Response” is the communication to the Customer of the action proposed to be taken to provide a Resolution;
1.7 “Resolution” is the implementation of a solution to a Service Request;
1.8 “Resolution Target” is the target time to be taken to provide a Resolution;
1.9 “Service Request” is a notification issued by the Customer to Causeway one.network identifying a failure, or potential failure, or event that has resulted in a loss, or potential loss, of availability or performance of any aspect of a Service;
2. CAUSEWAY ONE.NETWORK SUPPORT SERVICES
2.1 The following are the agreed elements that are covered by this SLA:
Hosting, Network Infrastructure and Connections
- Support Coverage: Business Hours
- Service Element: Hosting by Amazon Web Services (AWS)
Software
- Support Coverage: Business Hours
- Service Element: Customer’s Services as set out in the Order Form and Service Addenda
2.2 The Support Services process to be delivered under this SLA is split into three levels:
- Level 1 Support: Help Desk Support (See Paragraph 4)
- Level 2 Support: Technical Support (See Paragraph 5)
- Level 3 Support: Programming (See Paragraph 6)
2.3 Causeway one.network does not offer or provide any guaranteed Resolution times, but will at all times seek to ensure a prompt and satisfactory conclusion to a Service Request within the Resolution Target. Causeway one.network shall not be liable to the Customer or any End User for any loss or damages caused by Causeway one.network not achieving any Resolution Target outlined in this SLA.
2.4 Causeway one.network shall provide an escalation procedure for any ongoing Service Request as outlined in Paragraph 13 of this SLA.
3 CUSTOMER OBLIGATIONS
3.1 The Customer will appoint at least two “Support Administrators” who, after appropriate training, will act as the focal point of contact to Causeway one.network, providing an initial level of support for the Support Services under this SLA. Causeway one.network shall communicate only with the Support Administrators in relation to Service Requests.
3.2 Both Parties shall ensure that they adhere to operating procedures and practices, codes of conduct, duties and obligations such as may be required for the purposes of data security and data protection, including password management, anti-virus tools and information security tools.
4 HELP DESK (LEVEL 1) SUPPORT
4.1 Causeway one.network will provide Help Desk support during Business Hours.
4.2 The Help Desk will accept Service Requests by e-mail and telephone. E-mail logging is the preferred method and the Customer shall submit Service Requests by email whenever possible.
4.3 All Service Requests will be logged by the Causeway one.network Help Desk and allocated a unique “Call Reference Number”. This should be used when progressing any current or outstanding call.
4.4 All Service Requests will receive an initial Response within 2 hours of being logged by a Help Desk Analyst.
4.5 The Help Desk Analysts will perform initial problem determination. If possible the Help Desk Analyst will provide the necessary help and advice to provide a Resolution during the initial determination or by further investigation.
4.6 The Help Desk Analyst will agree the Priority of the Service Request with the Customer and hence the Resolution Target as defined in Paragraph 7.
4.7 If the Help Desk Analyst is unable to provide a Resolution the Help Desk Analyst will move the Service Request to Level 2.
4.8 The Help Desk Analyst will continue to provide ongoing Problem Management. The Help Desk Analyst will update the Service Request whenever a new status is available. The Help Desk Analyst will communicate the status back to the Customer. The frequency and method will be agreed with the Customer depending upon the nature of the problem.
4.9 Once a Resolution is found, the Help Desk will close the Service Request with the originating party.
4.10 Service Requests which have been passed back to the Customer’s Systems Administrator for further actions will be automatically closed if no response has been received within 5 Business Days of the call being passed to the Systems Administrator.
*5 TECHNICAL (LEVEL 2) SUPPORT *
5.1 The Technical Support Team will accept Service Requests that have not been resolved by the Help Desk Analysts at Level 1, for further investigation, and if possible, Resolution without being moved to Level 3.
5.2 The Technical Support Team will investigate the Service Request to fully understand the nature of the issue, and will determine the cause and plan the best and most suitable method for Resolution.
5.3 The target for Level 2 issues is to clear everything that does not require a change to the Software (bug fix or added functionality), for example configuration issues, data issues, network connectivity issues or deployment of upgrades.
5.4 If a Service Request requires a change to the Software then the Service Request will be moved to Level 3 support, Programming Support.
*6 PROGRAMMING (LEVEL 3) SUPPORT *
6.1 The Programming Support team will accept Service Requests that have not been resolved by the Technical Support team at Level 2, meaning they have been classified as requiring a Software change and at this point the call will be allocated a change request number.
6.2 If a Service Request is passed to Level 3 the support process varies depending on the agreed Priority of the Service Request.
6.2.1 For Priority A and B issues the Service Request and call will remain open until a full Resolution has been reached in line with Paragraph 7.
6.2.2 For Priority C issues the Service Request will be marked as Resolved and the call closed. The Programming Support Team will take on responsibility for the Change Request and will report on the availability of fixes in line with Paragraph 7.
6.2.3 For Priority D issues the Service Request will be marked as Resolved and the call closed. The Change Request will be logged and reviewed but as per Paragraph 7 no commitment is made to make a change.
6.3 If the issue is agreed as a bug the Programming Support Team will make the necessary changes to the Software. The target is to provide a Resolution in line with the Resolution Targets detailed in Paragraph 7.
6.4 A Service Request passed to Level 3 support may, once reviewed, be regarded as not a bug but a request for a change in functionality. The Service Request will be closed at this point. The Customer can request Causeway one.network to carry out the change on a chargeable basis or request that the change be considered for a future release of the Software. Causeway one.network has no obligation to carry out either the chargeable work or to put any request into a future release.
7 PRIORITY LEVELS AND RESOLUTION TARGETS
7.1 Priority Definitions
All Service Requests will be allocated a Priority and agreed with the Customer based on the following criteria:
Priority A - Urgent
Those Incidents that have a major and immediate impact on a key business function, rendering it, or them, inoperable. Typically users cannot continue a business function or operation.
Priority B - High
Those Incidents not having an immediate impact on a key business function but that are not functioning properly. Typically users can continue a business function or operation but with difficulty.
Priority C - Normal
Those Incidents where users can continue a business function or operation but an improvement is required.
Priority D - Low
Minor or cosmetic problems with systems or service. The service is not materially affected.
7.2 For calls relating to:
- Software; and
- Hosting, Network Infrastructure and Connections
The following are the target times to provide a Resolution for each priority of call.
| Priority | Resolution Targets |
|---|---|
| A: Urgent | 8 Business Hours |
| B: High | Five Business Days |
| C: Normal | Twenty Business Days |
| D: Low | No commitment but may be considered for a future release |
7.3 Performance targets are to meet 95% of the above targets (“Performance Targets”). Performance Targets for the hosting environment are provided in Paragraph 8.2
7.4 In cases of Priority A calls occurring or continuing during out-of-Business Hours it may be applicable for the Customer’s Systems Administrator, or a similarly skilled Customer representative, to be available out-of-Business Hours for continued updates and other similar actions. Failure to have a Customer resource available may impact on Causeway one.network’s ability to achieve the Resolution Targets above.
8 SYSTEM AVAILABILITY – HOSTING, NETWORK INFRASTRUCTURE, COMMUNICATIONS NETWORK AND DATA CENTRE
8.1 System availability of the hosting, network infrastructure, communications network and hosting centre is designed to be seven days per week and twenty-four hours per day, subject to the pre-notification of any scheduled downtime required for system maintenance, as detailed below.
8.2 Outside of the scheduled downtimes outlined in this Paragraph 8, the Performance Target is for the system to be available 99.8% of the time measured over a period of one month.
8.3 “System Maintenance Windows” are periods of time during which systems availability may be interrupted to the Customer for Causeway one.network or its subcontractors to carry out routine maintenance activities. Each System Maintenance Window will be notified in advance to the Customer by Causeway one.network. If any System Maintenance Window does not, or is unlikely to, provide sufficient time to carry out the planned maintenance activities an appropriate extension will be agreed.
8.4 Causeway one.network will normally give 7 days’ notice before using a System Maintenance Window. In the event of urgent maintenance the notice period may be reduced, but only if Causeway one.network is unable to provide 7 days’ notice without impacting system performance or stability. Causeway one.network will use reasonable endeavours to minimise use of System Maintenance Windows. Causeway one.network hereby provides notice that every Thursday between 18:00 - 21:00 (UK time) is designated a System Maintenance Window for use as needed. The Customer acknowledges that development requests from the Customer or the End User may adversely affect the frequency of System Maintenance Windows.
9 CYBER SECURITY
9.1 Any breach of security relating to the Services or Customer Data will be treated as a Priority A incident.
9.2 All actual or suspected security incidents or breaches will be reported to the Customer within 8 Business Hours of them becoming known to Causeway one.network.
10 DATA CENTRE
10.1 The hosting is provided by Amazon Web Services (AWS).
10.2 Causeway one.network services are hosted on the AWS Europe (London) Availability Zone for UK customers and AWS US East (N. Virginia) Availability Zone for US customers (https://aws.amazon.com/about-aws/global-infrastructure), with data managed in Amazon PostgresSQL RDS with redundancy across multiple Availability Zones.
10.3 Causeway one.network may at its sole discretion change to a different hosting provider and / or data centre. Causeway one.network shall give the Customer at least 3 months’ advance warning of such a change and put in place measures to ensure that any Service disruption is kept within the Performance Target thresholds set out in this SLA.
11 MAJOR INCIDENT AND DISASTER RECOVERY
11.1 The full Disaster Recovery plan would only be initiated if the Services are rendered inoperable or inaccessible due to multiple hardware node failure or network outage. All other business continuity issues (such as power failures, hardware node failures, communications failures etc) have contingencies in place to ensure the Services are not interrupted.
12 EXCLUSIONS
12.1 Support Services do not cover the following and as a consequence when Causeway one.network is required to carry out remedial work and rectification of problems associated with any of these exclusions, Causeway one.network reserves the right to levy a charge for costs incurred (provided that the charge is notified to and agreed by the Customer before it is incurred):
12.1.1 the rectification of any problems caused by user errors or damage or failure to follow manufacturers or Causeway one.network’s recommendations on any aspect of the use, operation or configuration of the system or applications;
12.1.2 problems inherent in Third Party software or systems where the rectification is beyond the control of Causeway one.network;
12.1.3 problems caused or induced by virus software introduced by the Customer or End User;
12.1.4 any restoration of Software or data that is requested by the Customer, or required to rectify problems or data loss or data damage caused by the Customer;
12.1.5 any problems caused by or associated with Third Party hardware or software not installed or supported by Causeway one.network;
12.1.6 Customer’s internal network systems and computers, and their administration and operation and associated desktop standards; and
12.1.7 upgrade or enhancement software for Third Party supplied products that may be required for rectification of the reported problem as part of the normal support service, other than those that are supplied by Causeway one.network as part of the Services.
12.2 Support Services do not cover questions that can and should be resolved by the appropriate product training.
13 ESCALATION PROCEDURE
13.1 An escalation procedure exists to enable either Party to escalate an issue if they believe the issue is not being dealt with in line with this SLA or is not being given the level of importance believed to be required. Two paths for escalations exist as set out below.
13.2 Any party involved in the delivery or receipt of Support Services who identifies a breakdown in those Support Services can initiate escalation through an escalation request to the Help Desk.
13.3 If the Customer is not satisfied with the progress of the Resolution and the Customer believes that if the situation is not resolved, it would result in serious implications to the Customer in terms of loss of business or adverse publicity or will result in missed Performance Targets under this SLA or cause serious inconvenience for the Customer then the Customer can request that an escalation request be marked as “Support Manager escalation”. Once received these escalations will be monitored throughout by the Support Manager. On receipt of such an escalation the Support Manager is to:
13.3.1 Formulate a plan of action;
13.3.2 Communicate this to the initiator of the escalation and to an appropriate and senior manager within the Customer;
13.3.3 Agree timescales for Resolutions;
13.3.4 Agree times for updates in information;
13.3.5 Record all actions taken; and
13.3.6 On closure formally write to the Customer with full details of the escalation and subsequent Resolution.
13.4 If at any time an escalation is not proceeding to a conclusion within agreed timescales then the Customer can request an immediate escalation to the Chief Product Officer of Causeway one.network.
14 COMPLAINTS
14.1 If the Customer is unhappy with any element of the Support Service they can register a complaint with Causeway one.network.
All Customer complaints shall be positively received by Causeway one.network and logged on the call management system as a “complaint”. All complaints received shall be dealt with in the following way:
14.1.1 All complaints shall be passed to the Chief Product Officer of Causeway one.network for action. An initial response acknowledging the complaint shall be made by e-mail within one Business Day of the receipt.
14.1.2 The complaint shall be investigated by the Chief Product Officer and formally responded to in writing within five Business Days. This response should include full details of the investigation and any corrective action being taken by Causeway one.network as a result.
14.1.3 No complaint shall be closed on the call management system until it has been resolved to the satisfaction of the Customer and reviewed by the Chief Product Officer of Causeway one.network.