The following sets out the terms of business of Excession Technologies Ltd T/A Aframe, and comprises the following documents:
If you are looking for our US Terms and Conditions, click here
The website at aframe.com (the “Website”) is operated by Excession Technologies Ltd T/A Aframe, a company registered in England and Wales under company number 10098147 (“Aframe”, “we”, “us”, or “our”). Our primary trading address in the UK is 18 Finsbury Square, London, EC2A 1BR. Our VAT Number is (GB) 125 4806 23.
“Content” means all pages, screens, layouts, information and materials included in or accessible through the Website (including any content available in any email or through any SMS services or in relation to the Services).
“Services” means any one or more of the online services available through our Website or services available through any installed application.
“You”, “your” and “yours” means you, the person accessing this Website and any party on whose behalf you are doing so.
You will see that the Website contains various options, corresponding to the various Services that you can subscribe to.
Please be aware that not all features of the Website are available until you sign in and you cannot sign in until you register and subscribe to any one or more of our Services.
If any part of these Terms is found by any court or other competent authority to be invalid, unlawful or unenforceable, then such part shall be severed from the rest of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.
We may change these Terms at any time by updating these pages and you agree to review these Terms regularly so that you are aware of such changes. Your use of this Website will be subject to any such changes once they are made and your continued use of the Website after such changes are made constitutes your acceptance of these Terms as modified. If you do not agree to such changes, you should not use the Website.
Other than as expressly stated in the Terms and Conditions of Service and any applicable Service Level Agreement referred to in the Terms and Conditions of Service, we may withdraw or amend any or the entire Website without notice. We may suspend access to the Website periodically to carry out maintenance (scheduled or otherwise) or for any other reason at any time. We do not guarantee that our site, or any content on it, will be free from errors or omissions.
To preserve the integrity of the Website and our Services, in the interests of security and to detect fraud and other crimes, we may monitor all communications, including web and email traffic, into and out of domains connected with the use of the Website and/or the Services. Such monitoring includes, but is not limited to, checks for viruses and other malignant code, criminal activity and traffic or content which breaches our policies. We may also not deliver any communication that breaches our policies.
Also, we may, in the interest of security and also to help us to improve our service to you, monitor and/or record communications (whether over the internet, telephone or otherwise) between you and us. All recordings are our sole property.
The Website and the Services can be accessed by anyone in the world but are aimed at users in the United Kingdom, the Republic of Ireland, the Channel Islands and the Isle of Man. If you are resident or located anywhere else, please be aware that it might not be legal in your jurisdiction for you to access or use the Website and/or the Services. To the maximum extent permissible by law, neither Aframe nor any of its directors, shareholders or staff will be liable for any breach of local law or regulation that you may commit as a result of accessing or using the Website and/or the Services. For the avoidance of doubt, the Website and the Services are not directed to any person in any jurisdiction where (by reason of that persons nationality, residence or otherwise) the publication or availability of the Website and/or the Services may be prohibited. Persons in respect of whom such prohibitions apply must not access either the Website or the Services.
We will make reasonable efforts to ensure that all information provided by us on the Website is accurate at the time of its inclusion. However, we do not warrant or represent that all or any information contained on or accessed through this Website will be accurate, complete or up to date or meet your specific requirements.
Further, we do not provide any guarantee about the accuracy, functionality or performance of any third party software, content or equipment used in connection with this Website.
We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Website and to make any changes to the Website at any time.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
If you are a business user, please note that in particular, we will not be liable for:
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
It is your sole responsibility to:
You may not use this Website or permit others to use this Website:
You are wholly responsible for the use of the Website by any person using your computer and you must ensure that any such person complies with these Website Terms and the Acceptable Use Policy.
We reserve the right to disable any user name, identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with these Terms.
When using this Website, you must, at all times, comply with the provisions of our Acceptable Use Policy.
Neither you nor any other party may use any part of this Website on any other website, or link any other website to this Website, without our prior written permission.
Neither you nor any other party may, without our prior written permission, deep link to, frame, spider, harvest or scrape the Content or otherwise access the Content for any purposes, or use any machine, electronic, web-based or similar device to read or extract the Content by machine based or automated means. From this Website we may provide information or hyperlinks to other websites or pages provided by other parties. Your use of other parties’ sites will be subject to their own terms and conditions. You should read them. If you decide to visit any third party site, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed in such websites. Links do not imply that we or this Website is/are affiliated or associated with such sites.
Unless otherwise stated, we are the owner or the licensee of all intellectual property rights (including, without limitation, copyright, database rights, design rights, patents and trademarks, whether registered or unregistered and applications of the foregoing existing anywhere in the world) in the Content (other than content uploaded by you and our other customers). The Content is protected by copyright laws and treaties around the world, and other intellectual property rights. All such rights are reserved.
“Excession Technologies Ltd T/A Aframe” and the names and logos that describe the Services are the (registered) trademarks of Aframe and all rights and benefits in them vest in us.
We also expressly reserve all rights in and to the domain name aframe.com and all other related service marks, trading names or other trademarks relating to our products and Services.
Other trademarks, products and company names mentioned on the Website may be trademarks of their respective owners or licensors and the rights in such marks are expressly reserved to the respective owners or licensors.
You may print, copy, download or temporarily store extracts from this Website for your personal, non-commercial, use or to help you to use our Services. You must not modify the paper or digital copies of any extract contained on or obtained from this Website in any form and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any other use is prohibited unless you first get our written permission. Without limiting the above, unless you first get our written consent, you may not reproduce, modify, adapt, transmit, publish, broadcast, create derivative works of, store, archive or in any way exploit any of the Content.
In particular, neither you nor any other party may do any of the following acts without prior written consent from us:
If you print off, copy or download any part of the Content in breach of these Terms, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
These Terms are governed by and are to be interpreted in accordance with the laws of England and Wales.
The courts in England and Wales will have exclusive jurisdiction in respect of any dispute which may arise in connection with the Terms or your use of this Website.
Should you wish to contact us or any member of the team please refer to the “Contact us” button which can be found on the Contact Page of the Website.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 3.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly OR 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 of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.
Customer: the company who receives the Services from the Supplier.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the documents made available to the Customer by the Supplier online via http://aframe.com/terms or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this Agreement.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day or such other hours as are set out in the Term Sheet.
Services: the services to be provided by the Supplier to the Customer under this Agreement as set out in the Term Sheet.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the fees and charges payable by the Customer to the Supplier for the supply of the Services in accordance with clause 10 of this Agreement and the Term Sheet.
Subscription Term: has the meaning given in the Term Sheet.
Service Level Agreement: the Supplier's policy for providing support in relation to the Services as made available at http://aframe.com/terms or such other website as may be notified to the Customer from time to time.
Term Sheet: the Customer's order for Services as set out in the Term Sheet or Sales Quotation form signed by the Customer, subject always to Supplier’s written acceptance.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
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.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 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.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes faxes and e-mail.
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2. Basis of contract
2.1 The completed Term Sheet signed by the Customer constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Term Sheet shall only be deemed to be accepted when the Supplier issues written acceptance of the Term Sheet at which point and on which date the Agreement shall come into existence (Effective Date).
2.3 The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Agreement.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
2.5 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. User subscriptions
3.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 4.3 and clause 10.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users 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;
(b) it will not allow or suffer any User Subscription 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;
(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep his password confidential;
(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 3.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Term Sheet within 10 Business Days of the date of the relevant audit.
3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) 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; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 23.1, 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, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
3.5 The Customer 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 Supplier.
3.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4. Additional user subscriptions
4.1 Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Term Sheet and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
4.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld).
4.3 If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in the Term Sheet and, if such additional User Subscriptions are purchased by the Customer part way through the Subscription Term, such fees shall be pro-rated for the remainder of the Subscription Term.
5.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
5.2 The Supplier shall make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window notified to the Customer from time to time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
5.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier's Service Level Agreement in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
6. Customer data
6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
6.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
(c) the Customer shall ensure that the 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) 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.
7. Third party providers
8. Supplier's obligations
8.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, the Supplier:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(b) 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 Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3 This agreement shall not prevent the Supplier 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.
8.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
9. Customer's obligations
The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) 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;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
10. Charges and payment
10.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the commencement of the Agreement; and
(ii) unless otherwise agreed, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the continuation of the Agreement;
(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the commencement of the Agreement; and
(ii) unless otherwise agreed, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the continuation of the Agreement,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
10.3 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in such currency agreed by the parties from time to time, but in default pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
10.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified, if applicable, in the Term Sheet, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees. The Supplier’s excess data storage fees current as at the Effective Date are set out in the Term Sheet.
10.6 The Supplier shall be entitled to increase the Subscription Fees and any other charges, at the start of each anniversary of the Effective Date upon 60 days' prior notice to the Customer and the Term Sheet shall be deemed to have been amended accordingly.
11. Proprietary rights
11.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
11.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
12.1 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.
12.2 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.
12.3 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.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
12.7 This clause 12 shall survive termination of this agreement, however arising.
12.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
13.2 In the defence or settlement of any claim, the Supplier may procure the right for the Customer 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 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
13.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
13.4 The foregoing state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
14. Limitation of liability
14.1 This clause 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by the Customer of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
14.2 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to the Customer on an "as is" basis.
14.3 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.2 and clause 14.3:
(a) the Supplier 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; and
(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 125 percent of the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
15. Term and termination
15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 calendar days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 calendar days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(d) to clause 15.2(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession no later than ten days after the effective date of the termination of this agreement. It is the Customer’s sole responsibility to download any Customer Data prior to the effective date of termination; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
16. Force majeure
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), 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 Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Notwithstanding the above, in the event Supplier wishes to vary any term of this Agreement, Supplier shall be entitled at any time during the Term to notify the Customer in writing of such proposed variation (“Variation Notice”) and such variation shall be effective unless Customer notifies Supplier in writing of its rejection of said variation within 5 business days of receiving such Variation Notice.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 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.
21.2 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.
22. Entire agreement
22.1 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 relating to the subject matter they cover.
22.2 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.
23.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23.2 The Supplier 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.
24. 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).
25. Third party rights
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.
26.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post 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, or sent by fax to the other party's fax number as set out in this agreement or sent by email to the other party’s email address.
26.2 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 first-class post or recorded delivery post 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 shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
27. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Thank you for your business, we really appreciate it. We’ve put together this Service Level Agreement (SLA) to ensure you know exactly what we promise to deliver as part of Aframe’s Services. This SLA forms part of our Terms and Conditions of Service and in the event of any inconsistency between it and the Terms and Conditions of Service, the document entitled Terms and Conditions of Service shall prevail. If you have any questions about the SLA or any other aspect of Aframe’s services, please get in touch.
Aframe aims to ensure its Services are Available 99.9% of the time within any calendar month. “Available” and “Availability” mean that our servers, or the servers operated by a third party on our behalf, hosting the Services are operational and accessible to our customers.
Except for any failure caused by any of the Exclusions set out below, if we fail to achieve such Availability, we’ll offer you credit on your fees, as set out below.
|99.9%-99.4%||5% of Monthly Service Fees|
|99.4%-98.9%||10% of Monthly Service Fees|
|‹98.9%||15% of Monthly Service Fees|
Aframe reserves the right to change our SLAs at anytime, effective on posting to this website.
Aframe will not be liable to pay credit on your fees where Availability is affected as a result of:
The Customer acknowledges and agrees that Aframe will only provide support and service level commitments for the then current latest version of Aframe’s Software. Aframe shall have no liability for any failure to achieve Availability in respect of any Aframe Software other than the latest version of such Aframe Software.
Except in an emergency or in circumstances beyond our control, we will endeavour to give you notice of any maintenance or upgrade work on our network which will affect the Availability of our Services at least one working day in advance by posting a notice on the Website and sending you an email.
Every asset Aframe holds is stored in two locations. Our data centres are linked with a private fibre link, situated 250 miles apart. We store customers’ original assets exactly as they were presented to us, and we hold a checksum for file authenticity.
In the event of an Aframe database failure, all your data is safe as it is held in multiple locations. If you were working with the data at the time of the failure, a maximum of two minutes of data could be lost.
Aframe customers have free telephone support from 0900-1700 GMT Monday to Friday (excluding UK Bank and Public Holidays), but this can be extended upon request (although an additional fee may be payable). We aim to respond to your request within four hours from receiving a call.
Please call us on 020 3362 9800.
Media can only be deleted by the account owner and such actions are logged by the system: Aframe personnel do not have access to customer media unless specifically authorised by customers.
Aframe does not view media within any of our customers’ projects, unless a member of our team is added to a project and expressly given permission to view. For example if the client has a support query it may be helpful for a member of our team to view customer’s media.
The SLA does not apply to non-standard solutions or customised services unless expressly agreed in writing. If an on-site visit reveals that there is no fault with the service or the fault is an excused outage, we may charge you an engineer call-out fee at our standard charges at that time.
We’re looking forward to working with you. If you have any questions, comments or suggestions, we’d love to hear from you. Please call us on 020 3362 9800 or email firstname.lastname@example.org.
We are Excession Technologies Ltd T/A Aframe a company registered in England and Wales under company number 10098147 (“Aframe”, “we”, “us”, or “our”). Our primary trading address in the UK is 18 Finsbury Square EC2A 1BR. Our VAT Number is (GB) 125 4806 23.
Where we use the expressions “you/your/yours” we mean you, our customer, that is to say a visitor to and/or user of our website aframe.com (the “Website”) and any party on whose behalf you are doing so.
This Acceptable Use Policy (together with the documents and materials referred to in it) sets out the terms under which you may access and use our Services (as defined in the glossary of the Terms of Conditions of Services), the Website and/or Content. “Content” for the purposes of this policy means all pages, screens, layouts, information and materials included in or accessible through our Website including any content available in any email or through any SMS services or in relation to the online services we provide.
Your action in accessing and/or using the Website means that you accept and agree to abide by, all the terms in this Acceptable Use Policy, which supplements our Website Terms and Conditions. Please carefully read these terms. You should print a copy of them and all documents and materials mentioned in them for future reference.
This Acceptable Use Policy applies to all users of and visitors to the Website.
You may access and use the Website and/or Content only for lawful purposes. You may not access or use our Services, the Website and/or Content:
You shall not:
You also agree:
These content standards apply to any and all material which you contribute or upload to the Website and by using the Services, including data (“Contributions”).
You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.
We may, at our sole discretion, run manual or automatic systems to determine compliance with this Acceptable Use Policy (e.g. scanning and logging of email and scanning and logging of web traffic). By subscribing to the Services we provide, you are deemed to have granted permission for such monitoring.
Contributions must not:
We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of our Services, the Website and/or Content. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this Acceptable Use Policy may constitute a material breach of the Website Terms and Conditions and/or the Terms of Conditions of service and may result in our taking all or any of the following actions:
We exclude liability for actions taken in response to breaches of this Acceptable Use Policy to the fullest extent permitted by law.
The responses described in this policy are not limited, and we may take any other action we deem appropriate.
We may revise this Acceptable Use Policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this Acceptable Use Policy may also be superseded by provisions or notices published elsewhere on the Website.