LICENCE AND SERVICES AGREEMENT
This Agreement is made between:
(1)
RESEARCH FISH LTD (company number: 7820803) whose registered office is at St.
John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS (“Licensor”); and
(2)
[
at [
] (company number [
] (“Licensee”).
]) whose registered office is
This Agreement is made on the date on which both parties have signed below
(“Commencement Date”) and includes the details listed in Table A, the Terms and
Conditions and the Schedules attached.
TABLE A
Product:
Researchfish e-Val, as more particularly described in
www.researchfish.com
Modules:
N/A
Fee
0.01% of the total aggregate value of the Grants
uploaded to the Website per Fee Payment Period.
Once an award has been in the system for more than
five years this figure changes to 0.01% per year.
Minimum Fee
£1,000 per Quarter or £1,500 per Annum
Maximum Fee
£11,250 per Quarter
Fee Payment Period
Quarterly
All prices are Ex VAT and are subject to RPI
Signed by an authorised representative for and on beha3lf of the Licensor
Name:
...................................................
Signature:
.................................................
Position:
...................................................
Date:
.................................................
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Signed by an authorised representative for an on behalf of Licensee
Name:
...................................................
Signature:
.................................................
Position:
...................................................
Date:
.................................................
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USER LICENCE AND SERVICES AGREEMENT
TERMS AND CONDITIONS
These Terms and Conditions apply to the grant by the Licensor to the Licensee of the right
to access and to use the Product and the provision of the Services.
1
Definitions
1.1
In these Terms and Conditions (except where the context otherwise requires) the
following words shall have the following meanings:
“Authorised Users” means those employees of the Licensee for whom the Licensor
provides Login Details under clause 2.2;
“Confidential Information” means the Product and any other information in
whatever form which is marked as confidential or which, by its nature or the
circumstances of its disclosure, ought to be treated as confidential and the Login
Details;
“Data” means the Licensee Data and the End User Data;
“End Users” means the end users who are provided with Login Details upon sign up
to the Website, but not including any Authorised Users;
“End User Data” means the data input into the information fields of the Product by
End Users;
“Fee” has the meaning set out in Table A;
“Fee Payment Period” has the meaning set out in Table A;
“Grants” means any grant agreements awarded by the Licensee to End Users;
“Hosting Services” means the services set out in Schedule 3;
“Licensee Data” means the data input into the information fields of the Product by
the Licensee, or by the Licensor on the Licensee’s behalf, but not including any data
inputted by End Users;
“Login Details” has the meaning set out in clause 2.2;
“Maximum Fee” has the meaning set out in Table A;
“Minimum Fee” has the meaning set out in Table A;
“Minimum Specification” means the specification for the Product set out in
paragraph 3 of Schedule 1;
“Modules” has the meaning set out in Table A;
“Priority” means the priority of a Support Request, as set out in paragraph 3 of
Schedule 2;
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“Product” has the meaning set out in Table A;
“Quarter” means a period of three months beginning on the Commencement Date
and running for further three month periods thereafter;
“Question Set” means the survey questions contained in the Product;
“Resolution Time” means the target resolution time set out in Schedule 2 for the
relevant Priority;
“Response Time” means the target response time set out in Schedule 2 for the
relevant Priority;
“Service Levels” means the service levels set out in Schedule 2 and Schedule 3;
“Services” means the Hosting Services and the Support Services;
“Support Hours” means 9am to 5pm UK time Monday to Friday excluding bank and
public holidays in the UK;
“Support Request” means a request for Support Services made in accordance with
Schedule 2;
“Support Services” means the services set out in Schedule 2;
“Table A” means the table set out on page 1 of this Agreement;
“User Group” has the meaning set out in Part 2 of Schedule 4;
“Website” means [Researchfish.com];
“Working Days” means any day which is not a Saturday, Sunday or bank or public
holiday in the UK; and
“Year” means a period of 12 months on the Commencement Date and running for
further 12 month periods thereafter.
2
Licence of and Access to the Product
2.1
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable licence
to use, to allow Authorised Users to use and allow End Users to access the Product
through the Website solely for the Licensee’s business purposes, provided that End
Users enter into a separate end user licence agreement with the Licensor upon signup to the Website.
2.2
The Licensor will provide the Licensee with user identification and passwords (“Login
Details”) to enable Authorised Users to access to the Product via the Website. The
Licensor will provide End Users with individual Login Details upon sign-up to the
Website.
2.3
The Licensee is responsible for keeping confidential all of the Licensee’s Login
Details. If the Licensee becomes aware of any unauthorised access to the Product
and/or the Website and/or the Licensee’s Login Details, the Licensee shall
immediately notify the Licensor.
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2.4
The Licensee shall be entirely responsible for all access to the Product where access
is facilitated by the Licensee’s Login Details whether such access is with or without
the Licensee’s consent.
3
Use of the Product
3.1
The Product complies with the specification set out at www.researchfish.com/about.
3.2
The Licensee shall only use the Product on equipment compatible with the Minimum
Specification.
3.3
The Licensee’s access to the Product shall be limited to the Modules, as set out in
Table A. Access to additional modules may be permitted subject to payment by the
Licensee of additional usage fees.
3.4
It is the responsibility of the Licensee to maintain an appropriate internet connection
to allow access to the Product.
3.5
The Licensee shall not:
3.5.1
disrupt, interfere with or restrict the use of the Product and/or the Website
by other users including, without limitation, by carrying out, or attempting
to carry out, denial of service attacks, mailbombing, flooding or other
deliberate attempts to overload the Product and/or the Website;
3.5.2
upload, display or transmit any materials through the Product and/or the
Website which are false, offensive, defamatory, threatening, obscene,
unlawful, which violate export control laws or which infringe the rights,
including but not limited to intellectual property rights, of any other person
anywhere in the world;
3.5.3
probe, scan or test the vulnerability of the Product or attempt to do so,
attempt to circumvent or hack any user authentication or security controls
in respect of the Product, or attempt to access the Product without the
Login Details;
3.5.4
reverse compile, disassemble, reverse engineer, decompile, copy,
duplicate, modify or adapt any software or other code or scripts forming
part of the Product and/or the Website (except to the extent permitted by
law) or attempt to transmit to or via the Product and/or the Website any
information that contains a virus, worm, Trojan horse or other harmful or
disruptive component;
3.5.5
attempt to obtain, or assist others in obtaining, access to the functionality
of the Product, except as permitted by this Agreement;
3.5.6
change, modify, delete, interfere with or misuse any files or other data
contained in the Product and/or the Website; or
3.5.7
use the Product or Website in contravention of any applicable law.
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3.6
The Licensee shall take frequent and complete backup copies of the Licensee Data.
The Licensor has the right (but no obligation) to inspect the content of the Licensee
Data to ensure compliance with the Agreement.
3.7
The Licensor shall be entitled to alter the Question Set at any time on three months’
written notice to the Licensee. The Licensor shall consult with the User Group on any
changes to the Question Set in accordance with Schedule 4. [Notwithstanding the
above, the final decision in respect of making any alterations to the Question Set, the
Product and/or the Website shall remain with the Licensor.]
4
Services
4.1
The Licensor shall provide the Services to the Licensee with effect from the
Commencement Date for the term of the Agreement.
4.2
The Licensor shall not be liable to provide Services where:
4.3
4.2.1
any fault, error or other problem with the Product or with access to the
Product and/or Website reported under a Support Request is not
demonstrable or is not capable of replication by the Licensor; or
4.2.2
any Support Request results from or is connected with:
(i)
the Licensee’s failure to implement recommendations in respect of
or solutions to Support Requests previously advised by the
Licensor;
(ii)
any repair, adjustment, alteration or modification of the Product or
maintenance of the Product by any person other than the Licensor
or its authorised agents without the Licensor’s prior written
consent;
(iii)
use of the Product and/or Website outside the terms of this
Agreement;
(iv)
loss of any data used in conjunction with the Product;
(v)
use of the Product on equipment which does not meet the
Minimum Specification;
(vi)
any issues related to the Licensee’s hardware, software,
unsupported browsers or browser settings, firewalls and security
settings; or
(vii)
any issues related to the Licensee Data except to the extent the
issue relates to the Licensor’s hosting of the Licensee Data.
The Licensor reserves the right:
4.3.1
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to monitor Support Requests and levels of Support Requests and, if it is
found that an excessive number of inappropriate Support Requests are
being made to the Licensor, to notify the Licensee of that fact and either
temporarily or permanently to stop providing Services to the Licensee
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whereupon the Licensee shall investigate the number of Support
Requests being made and the reasons for such Support Requests and
the Licensor may in its entire discretion assist the Licensee to find out the
reasons for the number of Support Requests and to reduce the number of
Support Requests; and
4.3.2
4.4
to refuse to supply Services in respect of any Support Requests which
could have been resolved by the Licensee following any instructions set
out in any related documentation provided to the Licensee or the online
support database.
The Licensor reserves the right to charge the Licensee an additional sum (being at its
standard consultancy rates for the time being) for the provision of support or other
services if:
4.4.1
support or other services are provided in respect of any Support Request
resulting from or connected with any of the circumstances set out in
clause 4.2; or
4.4.2
any assistance, support or other services are provided by the Licensor in
relation to any matter referred to in clause 4.3; or
4.4.3
performance of the Services is made more difficult or costly as a result of
the Licensee’s failure to inform the Licensor of a problem as soon as
reasonably practicable.
4.5
The Licensor shall be entitled to alter the Services at any time on three months’
written notice to the Licensee.
5
Service Credits
5.1
The Licensee shall be entitled to service credits in accordance with clause 5.2:
5.1.1
if the Support Services fail to meet the Response Times for urgent Priority
Support Requests more than four times in any month of a Year; or
5.1.2
if the Hosting Services fail to meet the Uptime Service Availability (as
defined in Schedule 3),
(“Service Level Failure”).
5.2
The Licensee shall be entitled to a rebate of 10% of the amount paid by the Licensee
in accordance with clause 6.1 for each Quarter during which a Service Level Failure
occurs in respect of each Service Level Failure. The maximum amount of Service
Credits payable to the Licensee during each Quarter shall be 100% of the amount
paid by the Licensee in accordance with clause 6.1 for that Quarter.
5.3
Payment of service credits shall be the Licensee’s sole and exclusive remedy in
respect of any Service Level Failure by the Licensor.
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6
Payment and Payment Terms
6.1
In respect of the previous Fee Payment Period, the Licensee shall pay to the
Licensor the greater of (i) the Minimum Fee; and (ii) the Fee, provided that the total
amount paid will be no more than the Maximum Fee. The Licensee shall pay to the
Licensor such amount within 30 days of the date of the Licensor’s invoice for such
amount.
6.2
All amounts payable under this Agreement are exclusive of Value Added Tax or any
other applicable sales, use or similar taxes arising out of or in connection with this
Agreement and the Licensee shall be responsible for all such taxes other than the
taxes imposed based on the Licensor’s income.
6.3
The Licensor shall be entitled to increase the Fee, the Minimum Fee and/or the
Maximum Fee on three months’ written notice to the Licensee.
6.4
If the Licensee fails to pay any amounts due under this Agreement by the relevant
due date the Licensor shall be entitled to:
6.4.1
charge interest on a daily basis on all outstanding amounts from the
relevant due date, both before and after judgement, until such time as
these sums and any interest accrued are paid in full at the rate of 4%
above Barclays Bank’s base rate or the rate to which the Licensor shall
be entitled under the Late Payment of Commercial Debts (Interest) Act
1998, whichever is the greater; and
6.4.2
suspend access to the Product and the Website and suspend the
provision of the Services until the date of actual payment of the overdue
amount payable including any applicable interest.
6.5
All amounts due under this Agreement shall be paid in full without any deduction or
withholding other than as required by law and neither party shall be entitled to assert
any credit, set-off or counterclaim against the other party in order to justify
withholding payment of any such amount in whole or in part.
7
Intellectual Property Rights
7.1
The Licensee acknowledges that the Licensor owns, or is licensed to use, all
copyright and other intellectual property rights of whatever nature in and relating to
the Product and the Website.
7.2
The Licensor warrants that the use and licence of the Product and the Website in
accordance with the terms of this Agreement will not infringe the copyright belonging
to any third party.
7.3
Subject to clauses 7.4 and 7.5, in the event of any claim being brought against the
Licensee that the normal use of the Product and/or the Website in accordance with
the terms of this Agreement infringes the copyright of a third party, the Licensor
hereby indemnifies and will keep indemnified the Licensee against any damages that
are awarded to be paid to any such third party in respect of such a claim provided
that the Licensee:
7.3.1
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shall as soon as reasonably practicable notify the Licensor in writing of
any such claim of which it becomes aware;
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7.4
7.3.2
does not make any admission as to liability or compromise or agree any
settlement of any claim without the prior written consent of the Licensor,
or otherwise prejudice the Licensor or any other third party’s defence of
any claim;
7.3.3
gives the Licensor, or such person as the Licensor shall direct, immediate
and complete control of the conduct or settlement of all negotiations and
litigation arising from any claim; and
7.3.4
upon payment of its reasonable costs, gives the Licensor and such other
third parties as the Licensor shall direct all reasonable assistance with the
conduct or settlement of any such negotiations or litigation.
In the event of a claim that the use by the Licensee of the Product and/or the
Website in accordance with the terms of this Agreement infringes the copyright of a
third party, the Licensor shall have the right in its absolute discretion and at its own
expense:
7.4.1
to procure the right for the Licensee to continue using the Product and/or
the Website in accordance with the terms of this Agreement;
7.4.2
to make such alterations, modifications or adjustments to the Product
and/or the Website so that they become non infringing; or
7.4.3
to replace the Product and/or the Website.
7.5
In the event of any claim attributable to the use of the Product and/or the Website
other than in accordance with the terms of this Agreement, or to the use of the
Product and/or the Website after the Licensor notifies the Licensee to discontinue
use due to a claim, the provisions of clauses 7.2 to 7.4 shall not apply and the
Licensee shall indemnify the Licensor against all liabilities, costs and expenses
which the Licensor may incur as a result of such claim.
7.6
The Licensee hereby grants to the Licensor a non-exclusive, non-transferable licence
to use the Licensee Data solely for the purpose of carrying out its obligations under
this Agreement.
7.7
The Licensee warrants that the use and licence of the Licensee Data in accordance
with the terms of this Agreement will not infringe the copyright belonging to any third
party.
8
Warranties
8.1
The Licensor shall provide the Services with reasonable care and skill.
8.2
Subject to clause 5.3, the Licensee’s sole remedy for any failure by the Licensor to
provide the Services in accordance with clause 8.1 above shall be to require the
Licensor to correct such failure free of additional charge and within a reasonable
time.
8.3
THE LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL BE FREE
FROM VIRUSES, TROJAN HORSES, BUGS, OMISSIONS OR ERRORS, OR THAT
DEFICIENCIES OR DEFECTS IN THE PRODUCT WILL BE CORRECTED.
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8.4
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS,
WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, TRADE PRACTICE, CUSTOM,
COURSE OF DEALING OR OTHERWISE (INCLUDING WITHOUT LIMITATION AS
TO QUALITY, PERFORMANCE OR FITNESS OR SUITABILITY FOR PURPOSE)
IN RESPECT OF THE PRODUCT AND THE WEBSITE AND PROVISION OF THE
SERVICES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE
BY LAW.
9
Limitation of Liability
9.1
Nothing in this Agreement shall exclude or restrict the liability of either party to the
other for death or personal injury resulting from the negligent act of one party or for
liability for any fraudulent misrepresentation by a party to this Agreement.
9.2
SUBJECT TO THE PROVISIONS OF CLAUSES 9.1, AND 9.3 THE LIABILITY OF
THE LICENSOR TO THE LICENSEE FOR DIRECT LOSS IN CONTRACT, TORT
OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE PROVISION OR USE OF THE PRODUCT AND/OR THE
WEBSITE OR THE PROVISION OF THE SERVICES SHALL BE LIMITED FOR
ANY ONE INCIDENT OR SERIES OF CONNECTED INCIDENTS TO THE
GREATER OF £50,000 AND 100% OF THE SUMS PAID UNDER THIS
AGREEMENT TO THE LICENSOR BY THE LICENSEE IN THE PRECEDING 12
MONTHS.
9.3
SUBJECT TO THE PROVISIONS OF CLAUSE 9.1, IN NO CIRCUMSTANCES
SHALL THE LICENSOR BE LIABLE TO THE LICENSEE WHETHER IN
CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR
OTHERWISE IN RESPECT OF LOSS OF PROFITS, REVENUE, GOODWILL,
BUSINESS OPPORTUNITY, LOSS OF OR COST OF RESTORATION OF DATA
OR FOR USE OF ANY RESULTS OBTAINED BY USE OF THE PRODUCT OR
FOR ANY LOSS OR DAMAGE SUFFERED BY THE LICENSEE AS A RESULT OF
A CLAIM BROUGHT BY A THIRD PARTY OR ANY INDIRECT, CONSEQUENTIAL,
FINANCIAL OR ECONOMIC LOSS OR DAMAGE COSTS OR EXPENSES
WHATEVER OR HOWEVER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE LICENSEE’S USE OF THE PRODUCT AND/OR THE
WEBSITE AND/OR THE PROVISION OF THE SERVICES.
9.4
The payments due under this Agreement have been negotiated and agreed on the
basis that the parties may exclude or limit their liability to each other as set out in this
Agreement. The parties each confirm that they will themselves bear or insure
against any loss for which the other party has limited or excluded liability under this
Agreement.
9.5
THE LICENSEE ACCEPTS AND AGREES THAT ANY RESULTS OR DATA
OBTAINED THROUGH USE OF THE PRODUCT AND/OR WEBSITE ARE
DEPENDENT ON THE DATA INPUT AND THEREFORE THE LICENSOR SHALL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER RESULTING
DIRECTLY OR INDIRECTLY FROM THE USE OF THE RESULTS WHICH ARE
DERIVED FROM INPUT DATA WHICH IS INCORRECT OR INACCURATE IN ANY
RESPECT.
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10
Term and Termination
10.1
This Agreement shall commence on the Commencement Date and shall continue
until terminated in accordance with this clause 10.
10.2
Either party may terminate this Agreement, on a minimum of 30 days’ written notice
to the other.
10.3
Either party may terminate this Agreement immediately on written notice to the other
party:
10.3.1
if the other party commits a material or persistent breach of any term of
this Agreement and which (in the case of a breach capable of being
remedied) shall not have been remedied within 30 days of a written
request to remedy the same; and
10.3.2
if the other party is unable to pay its debts when they fall due, is insolvent
or enters into any arrangement with its creditors for the repayment of its
debts, an administrator, receiver, liquidator, manager or similar officer is
appointed over all or any substantial part of its assets, or is subject to an
order or a resolution for its liquidation, administration, winding-up or
dissolution (other than for the purposes of solvent amalgamation or
reconstruction), or if it ceases or threatens to cease business or is subject
to any analogous event or proceeding in any applicable jurisdiction.
10.4
Any termination of this Agreement shall be without prejudice to any other rights or
remedies either party may be entitled to under this Agreement or at law.
10.5
Upon termination of this Agreement for any reason:
10.5.1
the provisions of clauses 9, 10.4, 10.5, 11 and 12 shall continue in force;
10.5.2
all amounts then owed to the Licensor shall immediately become due and
payable;
10.5.3
the Licensee shall pay the Licensor the Minimum Fee in respect of any
unexpired Fee Payment Period at the date of termination; and
10.5.4
the Licensor will archive for a year from the date of termination all
Licensee Data and then following the anniversary of the date of
termination, the Licensor may delete the Licensee Data. On request
within the first year following the date of termination, the Licensor will,
where reasonably practicable, provide the Licensee with a copy of
Licensee Data in a standard format. The Licensor may retain a copy of
Licensee Data for legal and/or audit purposes.
11
Confidentiality
11.1
Neither party shall at any time after the Commencement Date:
11.1.1
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divulge or communicate to any person, company, business entity or other
organisation;
11
11.1.2
use for its own purposes or for any purposes other than those of the
other party; or
11.1.3
through any failure to exercise due care and diligence, cause any
unauthorised disclosure of
any trade secrets or Confidential Information relating to the other party provided that
these restrictions shall cease to apply to any such information which shall become
available to the public generally otherwise than through a breach of a duty of
confidentiality owed to the other party and further provided that neither party shall be
restricted from disclosing the Confidential Information or any part of it pursuant to a
judicial or other lawful government order, but only to the extent required by such
order and subject to the party obliged to comply with such order giving the other party
as much notice of the terms of the order as may be reasonably practicable.
11.2
Nothing in this clause 11 shall prevent:
11.2.1
the Licensor from disclosing the Product and/or the Website to any third
party; or
11.2.2
the Licensee from disclosing the Product and the Login Details to relevant
Authorised Users and End Users.
12
General
12.1
The failure or delay of the Licensor to exercise or enforce any right under this
Agreement shall not operate as a waiver of that right or preclude the exercise or
enforcement of it at any time or times thereafter.
12.2
Neither party shall be liable for any delay in or for failure to perform its obligations
under this Agreement, other than an obligation to make any payment due to the other
party, if that delay or failure is caused by circumstances beyond the control of that
party including, without limitation, fires, strikes, insurrection, riots, embargoes, the
failure of any telecommunications or internet services provider or the regulations of
any civil or military authority.
12.3
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter of this Agreement and supersedes and replaces all prior
agreements, negotiations and discussions between the parties relating to it. The
Licensee confirms and acknowledges that it has not been induced to enter into this
Agreement by any representation, warranty, or undertaking not expressly
incorporated into it. However, nothing in this Agreement purports to exclude liability
for any fraudulent statement or act.
12.4
No variation of this Agreement shall be valid unless it is in writing and signed by an
authorised representative of each of the parties.
12.5
The Licensee shall not be entitled to assign or sub-contract this Agreement nor any
of its rights or obligations hereunder nor to grant sub-licences in relation to use of the
Product, the Website or Services.
12.6
Each party represents and undertakes that it is entering this Agreement as principal
and not as agent for any other party. In performance of obligations under this
Agreement, the status of each party including its employees and agents shall be that
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of independent contractor and not of employees, agent or fiduciary of the other party.
Neither party shall have any right or authority to make any commitments for or on
behalf of the other party.
12.7
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement,
and nothing in this Agreement shall confer or purport to confer on any third party any
benefit or any right to enforce any term of this Agreement or operate to give any third
party the right to enforce any term of this Agreement.
12.8
If any provision of this Agreement shall be held to be unlawful, invalid or
unenforceable, in whole or in part, under any enactment or rule of law, such provision
or part shall to that extent be severed from this Agreement and rendered ineffective
as far as possible without modifying or affecting the legality, validity or enforceability
of the remaining provisions of this Agreement which will remain in full force and
effect.
12.9
Any notice to be given under this Agreement shall be in writing and shall be delivered
by hand, sent by first class post or sent by facsimile (such notice to be confirmed by
letter posted within 12 hours) to the address of the other party set out in this
Agreement (or such other address as may have been notified). Any such notice or
other document shall be deemed to have been served: if delivered by hand - at the
time of delivery; if sent by post - upon the expiration of 48 hours after posting; and if
sent by facsimile - at 9.00 am on the next business day after the facsimile was
dispatched.
12.10 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. The
parties irrevocably agree that the courts of England and Wales shall have nonexclusive 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).
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Schedule 1
Product
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Researchfish e-Val
1.1
The Researchfish e-Val application is a fully hosted software as a service
(SAAS) solution which provides funding organisations the ability to view and
report upon data entered into the Research Fish Portal.
1.2
The Researchfish e-Val application includes the below components:
the ability to view and report upon outputs and outcomes attributed
to awards requested by the Licensee;
1.2.2
the ability to add, edit and remove awards;
1.2.3
the ability to view current and closed invoices;
1.2.4
a contact centre; and
1.2.5
an activity dashboard.
Researchfish Portal
2.1
3
1.2.1
The Researchfish Portal is a fully hosted software as a service (SAAS)
solution through which individual researchers are able to enter outputs and
outcomes data upon request by funding organisations.
Minimum Specification
3.1
Hardware
3.1.1
3.2
Software
3.2.1
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The Product requires an internet connected device capable of
running one of the supported browsers as outlined in paragraph
3.2.1.
The Licensor will only support the Product on the currently
released and previous two versions of the following browsers:
(i)
Microsoft Internet Explorer
(ii)
Mozilla Firefox
(iii)
Google Chrome
(iv)
Apple Safari
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3.2.2
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The Licensee acknowledges that the Product is not designed for
use with browsers where the JavaScript or cookie functionality has
been disabled.
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Support Services
This Schedule outlines the scope and level of Support Services provided by the Licensor for
the Product.
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2
Scope of Support Services
1.1
The Licensor shall provide the Support Services to Authorised Users via
telephone or via email during the Support Hours. Extended coverage is
available if required by the Licensee subject to additional charges being
agreed by the parties.
1.2
The Licensor shall provide the Licensee with access to an online support
database on a 24/7 basis.
1.3
An Account Manager is available to support the Authorised Users and will act
as the main Licensee contact and liaison point. A technical support member
of the development team will also be available through the Account Manager
for change requests. Meetings for change requests will be arranged as and
when required via the Account Manager.
1.4
End Users are supported through the Help Centre available on the Website.
1.5
The Licensor will provide updates to the Product in accordance with the
update schedule as outlined at http://www.researchfish.com/doc/updates
Contact Details
2.1
Method
Contact details
Email
Support email
support@researchfish.com
Telephone
Support line
0845 519 1260
Support Manager
Giles.mitton@researchfish.com
Account Manager
Frances.buck@researchfish.com
CEO
Mark.connelly@researchfish.com
Online
Support enquiry raised through the
Researchfish Help Centre
Web
3
Support Requests can be logged via the following methods:
Support Request procedure
For the purposes of this Schedule, “System” means the Product and the hosted
environment.
All Support Requests by the Licensee will be defined as critical or non-critical and will
be given a Priority in accordance with the following table:
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Critical / NonPriority
critical
Type
Definition
Complete
System
Outage
Product is unavailable to all/some
Critical
Authorised Users and End Users
Urgent
Frontend
Limited
Service
Outage
End User is unable to complete an
evaluation. System error message
Critical
repeatedly displayed during data entry
process.
Urgent
Backend
Limited
Service
Outage
Authorised
Users
Backend crashes.
Urgent
cannot
login.
Critical
A
problem
that
causes
an
inconvenience to one or more End
User Users, e.g. major frontend cosmetic
Non-critical
issue. An Authorised User cannot
complete a specific task but can use
the rest of the System as usual.
Minor
Impact
Information
3.1
General requests for information and
Non-critical
advice. “How to do...” support etc.
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Low
Support Requests
3.1.1
3.2
Medium
The Licensee shall set an initial Priority for any Support Request it
has in relation to the Product and notify the Licensor of such
Support Request as follows:
(i)
Critical/urgent Priority Support Requests must be logged
via telephone support;
(ii)
Non-critical/medium Priority Support Requests should be
logged online or by sending an email to Research Fish
Support (at the contact details set out in paragraph 2); and
(iii)
Non critical/low Priority Support Requests can be logged
online or by sending an email to Research Fish Support (at
the contact details set out in paragraph 2).
Initial Response
3.2.1
The Licensor will acknowledge receipt of a Support Request from
the Licensee during Support Hours in accordance with the
Response Time specified .
3.2.2
The Licensor will review and may revise the initial Priority set by
the Licensee. The Licensor will communicate any change in
Priority to the Licensee.
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3.3
3.2.3
All critical Support Requests will be assigned the highest Priority
and will have resource(s) allocated to it immediately.
3.2.4
All non-critical Support Requests will be queued and assigned the
next available resource(s) as it becomes available.
Status Update
3.3.1
3.4
4
5
Once a Support Request has been acknowledged, the Licensor
will provide a regular progress update in accordance with the
timescales specified.
(i)
by telephone or email for urgent Priority Support Requests;
or
(ii)
by telephone, email or through the online support system
for medium Priority Support Request.
Resolution
3.4.1
Following investigation of the Support Request from the Licensee,
the Licensor will use reasonable endeavours to resolve Support
Requests during Support Hours in accordance with the Resolution
Time specified.
3.4.2
The Licensor may in its entire discretion resolve a fault reported
through a Support Request by providing a bug fix, workaround,
patch or other minor modification to the Product.
Response Times and Resolution Times
Priority
Response Time
Status update
Resolution Time
Urgent
30 minutes
Every 2 hours
6 hours
Medium
2 hours
Every 4 hours
16 hours
Low
8 hours
8 hours
5 days
Problem Escalation
5.1
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If during a single month, there are more than four instances where the
Licensor fails to meet a Resolution Time for an urgent or medium Priority
Support Request, the Licensor will provide the Licensee with a written
explanation of why the Resolution Time was not met and a proposed remedy
of the situation.
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Hosting Services
This Schedule outlines the scope of the Hosting Services provided by the Licensor under
this Agreement.
1
2
Hosting Services
1.1
The Licensor shall host the Data on the Product, which shall include the
provision and maintenance of any and all associated servers to include the
live environment and the support environment.
1.2
The Product will be hosted on the Amazon Web Services platform.
1.3
The Licensor shall provide a guaranteed level of up-time service availability of
no less than 99.5% for the Hosting Services (“Uptime Service Availability”).
All measurements are performed at five-minute intervals and measure
availability of an availability test page within the Product within 30 seconds.
Availability measurements begin on the first day of the calendar month
following the Commencement Date and shall be carried out by the Licensor
on the monthly average percentage availability, calculated at the end of each
calendar month as the total actual uptime minutes divided by the total
possible uptime minutes in the calendar month. The Licensor shall send the
Licensee full records of its availability measurement activities under this
Agreement on request.
1.4
The Licensor shall use of appropriate software and hardware including antivirus software, tiered architecture and hardware/software firewall(s).
1.5
Maintenance of the Server, hosting equipment, facility, software or other
aspects of the Hosting Services that may require interruption of the Hosting
Services (“Maintenance Events”) shall not be performed by the Licensor
during Support Hours. The Licensor may interrupt the Hosting Services
outside of Support Hours for scheduled maintenance, provided that it has
given the Licensee at least five Working Days advance notice. The Licensee
has the right to request a reschedule of the Maintenance Event should there
be a significant requirement for the Services to remain available at the
proposed interruption time. The Licensor may interrupt the Services to
perform emergency maintenance at any time provided that the Licensor
informs the Licensee as soon as reasonably possible. Any Maintenance
Events which occur during Support Hours and which were not requested or
caused by the Licensee shall be considered downtime for the purpose of
service availability measurement. The Licensor shall at all times use
reasonable endeavours to keep any service interruptions to the minimum and
will place a notification within the system to advise Authorised Users and End
Users of planned and in progress Maintenance Events.
Back-up/Disaster Recovery
2.1
Data is stored and replicated using a number of different database
technologies. New Data input into the Product is rapidly replicated to multiple
geographic locations.
2.2
Databases are backed up to multiple geographic locations and point-in-time
restoration of Data is available. The Product operates from multiple
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geographically distinct data centres to allow rapid recovery of the application
in the case of a serious failure. The database technologies used operate an
automatic fail-over system to allow near instant recovery from the failure of an
individual data centre.
2.3
3
4
The Licensor will run disaster recovery drills annually. These include creation
of a new environment from backup media and restoration of backup Data
onto the recovery database systems. A document containing a log of these
drills is available on request.
Business Continuity
3.1
The Website is hosted using a provider allowing for multiple geographic
location of both servers and Data. In the event of a serious failure, operations
may switch to utilising additional geographic locations to ensure continuity of
service. Backup Data is geographically distributed though the S3 data storage
provision.
3.2
Minor failures are handled through the availability of instant replacement
hardware and hardware redundancy.
Data Security
4.1
4.2
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Data Protection Act
4.1.1
The Licensor is registered with the Information Commissioner
under the Data Protection Act 1998 (Registration Number
Z3099597).
4.1.2
The Licensor, on behalf of the Licensee, shall take reasonable
steps necessary to ensure that all personal data held within the
Product is kept secure against unauthorised access, loss or
destruction.
Security Policy
4.2.1
The Product is a database-integrated application and therefore
holds all award and personal level Data within its own database.
Data is only available or visible through the use of the Product or
standard data exchange protocols with built in security.
4.2.2
Access to the Product is via username and password
authentication. Each Authorised User’s login details are
confidential and encrypted on storage.
4.2.3
Additional security is provided by restricting access to personal
data to authorised personnel only via the user profiles and access
control module of the Product.
4.2.4
The Product provides a facility to use 128-bit SSL encryption for
data transfer and communications between the browser and the
data/application server.
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4.3
4.2.5
Access to Data stored by the Licensor on behalf of the Licensee is
restricted solely to those employees and sub-contractors who
need to have access for the purpose of enabling the Licensor to
provide the Product and the Services and comply with its
contractual obligations to the Licensee.
4.2.6
Access to the Data by the Licensor is via user name and password
authentication. All login details are kept confidential.
4.2.7
The Licensor does not disclose Data to any third parties other than
the data centre provider Amazon Web Services. It may disclose
Data to the extent required by law, by any governmental or other
regulatory authority, or by a court or other authority of competent
jurisdiction, but it will, to the extent it is legally permitted to do so,
give the Licensee as much notice of the disclosure as possible.
4.2.8
All of the Amazon data centres used by the Licensor in relation to
the Product are located within the European Economic Area.
Data backup security
4.3.1
4.4
4.5
Level of Data stored
4.4.1
The Product itself does not determine the level and type of Data
stored. Each award/grant that is managed by the Licensee will be
set to capture and store Data deemed necessary to operate the
Product efficiently.
4.4.2
Access to stored Data within the Product is managed by the
Licensee. Access to Data pertaining to personal, financial and
registration information can be controlled via the user of the
access rights module.
Server security
4.5.1
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All Data stored within the Product is automatically backed-up on a
daily basis. Backups of the Data are replicated across independent
secure data centres. Appropriate levels of encryption are used for
the storage/transportation of backup Data outside the Product.
The Product is hosted by Amazon Web Services. Amazon Web
Services operate the data centres to the highest level of physical
security. Amazon has many years of experience in designing,
constructing, and operating large-scale data centres. AWS
infrastructure is housed in Amazon-controlled data centres
throughout the world. Only those within Amazon who have a
legitimate business need to have such information know the actual
location of these data centres, and the data centres themselves
are secured with a variety of physical controls to prevent
unauthorized access. Further information on the security of the
Amazon Web Services environment can be found at
http://aws.amazon.com/security/
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4.5.2
4.6
Penetration testing
4.6.1
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As a managed service, the Product does not provide or require
direct access to the servers thus server security is not
compromised. All access to Data is through the Product, which
has multi-tier security control to allow the Licensee to determine
access control policies that best satisfy their End Users.
The Licensor has satisfied itself that the Product runs in a secure
environment and does not provide penetration testing as standard,
however, if the Licensee wishes to arrange for a third party to do
penetration testing at their own cost, the Licensor will be happy to
review the report and make necessary changes.
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Part 1 - Governance
1
Reporting
1.1
2
The Licensor will supply the Licensee with the following reports on request:
1.1.1
uptime report - a report on system uptime, data provided by an
independent third party, polling from multiple geographic locations.
1.1.2
usage report - provided using Google Analytics, including:
(i)
number of Website hits;
(ii)
End Users by location;
(iii)
End Users by browser type; and
(iv)
traffic patterns.
1.1.3
population report - a report on the number of End Users configured
on the Product, funding awards and outcomes recorded.
1.1.4
support report – a report on the provision of the Support Services
including:
(i)
number of Support Requests; and
(ii)
Resolution Times.
Account Meetings
2.1
The Account Manager will ensure that account meetings take place on a
quarterly basis (or less frequently as required by the Licensee) between
appropriate personnel from the Licensor and the Licensee on request from
the Licensee.
Part 2 - The User Group
1
2
The User Group
1.1
The User Group are representatives of the funding organisations licensing the
Product from the Licensor and include the Medical Research Council,
Association of Medical Research Charities, Research Fish Ltd and at least
one of either of Cancer Research (CRUK), Arthritis Research UK (ARUK),
British Heart Foundation (BHF) or Great Ormond Street Hospital (GOSH).
1.2
Any funding organisation licensing the Product from the Licensor may
become a member of the User Group. (“Customers”)
Business of the User Group
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3
4
2.1
The User Group acts as custodian of the Question Set. Where the Licensor
requires a decision to be undertaken by the Customers, the User Group will
represent the Customers for the purposes of such decision making.
2.2
The User Group shall also do the following:
2.2.1
discussion and agreement of any changes to the Question Set;
2.2.2
address any changes required to the Question Set required to
meet new reporting needs of Customers;
2.2.3
contact /reference point for potential new Customers;
2.2.4
data sharing and joint analyses;
2.2.5
feedback from the research community;
2.2.6
sharing experience; and
2.2.7
receiving any technical reports from the Licensor.
Voting and suggestions
3.1
Customers will have an online facility within the Product interface to suggest
and vote on new ideas for development of the Product environment.
3.2
All suggestions will be visible to other Customers and to the Licensor.
3.3
Each Sub-Licensee has one vote but can make any number of suggestions.
3.4
End Users will also have a suggestions and voting capability within the
Question Set and this will be visible to the Customers.
3.5
There can be no veto by any Sub-Licensee.
3.6
Change requests can be submitted for consideration at any time online.
3.7
Suggestions will be open for voting on for a two month period at the start of
each calendar quarter. Suggestions are to be reviewed quarterly by the
Licensor and prioritised by the User Group according to resource availability.
3.8
Question Set changes will be made available to the User Group for testing
and review before being updated to the live environment.
Rapid decision making
4.1
Where the Licensor requires an urgent decision to be made on any issues
which would usually be referred to the User Group for decision making, the
Licensor may ask the quorum to make a decision on behalf of the User
Group.
4.2
The quorum shall consist of one representative of each of the following
members of the User Group:
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4.3
5
4.2.2
Association of Medical Research Charities.
Any decision made by the quorum on behalf of the User Group will be binding
on the User Group.
Quarterly for the User Group and an annual conference which all Customers
can attend.
Secretariat
6.1
7
Medical Research Council; and
Frequency of meetings
5.1
6
4.2.1
The host funding organisation provides the secretariat or requests this service
from the Licensor.
Chair of the User Group
7.1
The chair of the User Group will be one of the members of the User Group.
7.2
The chair will rotate every 12 months.
7.3
In the event of the chair not being present a substitute chair will be agreed by
attendees for the purposes of the meeting.
7.4
The chair will be nominated and voted for by the members of the User Group.
7.5
The chair will only have one vote, but in deadlock it will be the deciding vote.
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