Terms and conditions for digital services

Valid from 16/08/2022

1. GENERAL

A. Application

These “Terms and conditions – Hook and Hatton’s  Digital Services” cover Digital Services such as further outlined below and apply for any purchase, use and agreement regarding software as a service solutions, applications supplied via download (hereinafter jointly referred to as the “Digital Services” or “Services”) or consultancy services provided via the MyDutchPal website owned by Hook and Hatton Ltd of Derngate Mews,  Northampton, England, Company registration number 1902230.

These Terms and Conditions supersede any previously issued terms and conditions and no terms and conditions endorsed on, delivered with, or contained in any of existing Hook and Hatton Ltd Digital Services clients’ purchase conditions, confirmation of order or otherwise shall form part of the contract between Hook and Hatton Ltd and the client.

By accepting this Agreement, the client (the “Client”) agrees to be bound by the terms of this Agreement.

In addition to the Digital Services, Hook and Hatton Ltd provides short bespoke courses (“Training Courses”) on machine translation technology, hereinafter jointly referred to as “Courses”). 

B. Background, order and scope of Services

Hook and Hatton Ltd provides to the Client the Services in accordance with any agreed framework agreement, written proposal issued by Hook and Hatton Ltd and accepted by the Client or any written order of the Client which is accepted by Hook and Hatton Ltd in writing. These Terms and Conditions will govern the Agreement to the exclusion of any other terms and conditions. The Terms and Conditions will together with the framework agreement, proposal or order constitute the agreement between the parties (the “Agreement”).  Purchase of a voucher by the Client will be deemed to be acceptance of an order by Hook and Hatton Ltd.

The Client will be responsible to Hook and Hatton Ltd for assuring the accuracy of the terms of any order (including an applicable scope of services) submitted by the Client and for giving any necessary information related to the Services within a sufficient timeframe to enable Hook and Hatton Ltd to perform the Services.

C. Commencement Date, term and termination

a. Commencement date and term

Hook and Hatton Ltd will begin to provide the Services on the date of the Agreement or another date as agreed (“Commencement Date”).

Each agreement period has a duration of thirty-six (36) months from the Commencement Date. The Agreement will be automatically renewed in increments of twelve (12) months if the Agreement is not terminated as per below.

b. Termination

The Client may terminate this Agreement by means of formal notification with a notice period of three (3) months to the end of agreement period.

Hook and Hatton Ltd may terminate this Agreement by means of formal notice to the Client with a termination period of thirty (30) calendar days, meaning any day in a month, including weekends and holidays (“Calendar Days”), prior to the commencement of a new month.

In the event that the Client enters into any voluntary arrangement with its creditors, becomes subject to any administration order, becomes bankrupt (being an individual or company), goes into liquidation (being a company) or a receiver is appointed, for any of the property or assets of the Client; then, without prejudice to any other right or remedy available to Hook and Hatton Ltd, Hook and Hatton Ltd will be entitled to cancel the Agreement or suspend any further performance of the Services under the Agreement without any liability to the Client. If at the time of such cancellation or suspension, the Services have been supplied but not paid for, the price will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

D. Data Protection

The Client agrees that Hook and Hatton Ltd as an individual data controller is permitted to process personal information about the Client and the Service users, as part of its records and Hook and Hatton Ltd may process such information as part of Hook and Hatton Ltd’s business to provide the Services as per the Agreement. The Client agrees that Hook and Hatton Ltd may disclose such information to third parties only if and to the extent that such disclosure is, in Hook and Hatton Ltd’s view, required for the proper conduct of Hook and Hatton Ltd’s business, such as disclosure to a certification body, to ensure proper registration of a training certificate. Further details and information on how Hook and Hatton Ltd process personal data is outlined in the Hook and Hatton Privacy Policy, which can be found here: link.

If Hook and Hatton Ltd as part of the Services will be processing personal data on behalf of the Client, the Data Processing Agreement (attached as appendix D) shall apply.

The Client shall ensure that all information provided to Hook and Hatton Ltd is provided in compliance with applicable law, such as applicable data protection legislation, and that information regarding the relevant Hook and Hatton Ltd Privacy Notice is relayed, as appropriate.

E. Fees and charges, terms of payment

The Client shall pay to Hook and Hatton Ltd, owner of the MyDutchPal website, the Price for the Services in the amount and manner as specified in the framework agreement. Hook and Hatton Ltd shall submit invoices and the Client shall make payment of each invoice by the due date stated in that invoice or within fifteen (15) days of the date of the invoice, whichever is later. The Client will settle any invoice issued by Hook and Hatton Ltd within the payment terms stated on the invoice. For the avoidance of doubt Hook and Hatton Litd is allowed and permitted to use factoring (commercial and trade finance) companies, in order to sell invoices on a non-recourse basis.

Hook and Hatton Ltd reserves the right, by giving notice to the Client at any time, to increase the price of the Services to reflect any change of specification requested by the Client or any delay caused by any instructions of the Client or failure of the Client to provide Hook and Hatton Ltd with adequate information or instructions. The service fee is fixed, and Hook and Hatton Ltd shall invoice 50% of the fee upon Commencement Date, and 50% when the service is completed. Travel and accommodation are excluded.

Any license and subscription fee is invoiced on a yearly basis and shall be invoiced for the full period upon Commencement Date. The license fee is based on the number of employees, which will be set every year based on the last 12 months average. If the number of users is going to increase significantly during the contract period, the parties can agree to adjust the number of employees on a quarterly basis. Where this is applicable, Hook and Hatton Ltd will invoice the Client quarterly for the increase.

Service and maintenance is invoiced on a yearly basis and shall be invoiced for the full period upon Commencement Date.

The Price, the Service and Maintenance Charges and all other payments invoiced to the Client under this Agreement, are net of tax. The Client shall, in addition, pay to Hook and Hatton Ltd the amount of any tax, duty or assessment, including any applicable VAT, which Hook and Hatton Ltd is obliged to pay and/or collect from the Client in respect of any supply under the Agreement (other than tax on Hook and Hatton Ltd’s income).

If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Hook and Hatton Ltd, Hook and Hatton Ltd will be entitled to withdraw from or suspend any further performance of the Services. If the Client fails to make any payment due to Hook and Hatton Ltd under this Agreement by the due date for payment, then, without limiting Hook and Hatton’s remedies under clause 2.H.b., the Client shall pay interest on the overdue amount at the rate of i) 5% per annum; or ii) 4% per annum above Bank of England base rate, whichever is higher. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

All invoices issued by Hook and Hatton Ltd under or in connection with this Agreement shall be accompanied by a sufficiently detailed breakdown of the matters being invoiced.

Reasonable out-of-pocket expenses may be charged by Hook and Hatton Ltd on production of reasonable evidence of expenditure to the Client.

F. Intellectual property rights

All copyrights, software, patents, trademarks, design rights and any other intellectual property rights (whether registered or unregistered) used, created or embodied in or arising out of or in connection with the delivery of the Services shall remain the sole property of Hook and Hatton Ltd and the Client shall not during, or at any time after, the delivery and use of the Services assert ownership of or dispute Hook and Hatton’s ownership of such rights and shall assign to Hook and Hatton Ltd any such rights coming into its possession.

All materials and information (in whatever form) provided by Hook and Hatton Ltd to the Client in connection with the Services may not be copied, distributed or made available to any third parties. The Client shall not use such material and information for any reason which is not connected to the Services provided by Hook and Hatton Ltd to the Client.

Any and all materials relating to the Services (in whatever format) provided to the Client shall be returned to Hook and Hatton Ltd upon termination of this Agreement or upon request by Hook and Hatton Ltd. The Client shall not copy or otherwise reproduce any materials provided by Hook and Hatton Ltd without the latter’s prior written consent.

The Client shall provide all necessary cooperation to Hook and Hatton Ltd and shall make known in a timely manner all useful and necessary data and/or other information required for an adequate execution of the Agreement. The Client shall ensure the accuracy of this data and/or other information.

G. Confidentiality

The Client and Hook and Hatton Ltd must ensure that all information received from the other party that the receiving party knows or should reasonably know is confidential, is treated as confidential information.

Information obtained from Hook and Hatton Ltd which is not publicly available is considered confidential information. The information may not be disclosed, transferred or in any other way be shared with third parties unless Hook and Hatton Ltd has provided written consent.

The Client acknowledges that data and software originating from Hook and Hatton Ltd is always confidential in nature and that this software contains trade secrets of Hook and Hatton Ltd and/or constitutes intellectual property rights of Hook and Hatton Ltd.

The party that receives the confidential information may only use it for the purpose for which it was provided. Information shall in any case be deemed to be confidential if it has been qualified as such by one of the parties.

H. Warranties and liabilities

Hook and Hatton Ltd warrants that the Digital Services will be performed with a high degree of skill, diligence and care exercised by a skilled, competent, adequately resourced and professional supplier and in accordance with the requirements of the Agreement.

Hook and Hatton Ltd will be under no liability in respect of any deficiency in the Services arising from any specification supplied by the Client.

Hook and Hatton Ltd makes no representation or warranty that advice given by its employees or agents is accurate, conforms to the contract or is free from defects, latent or patent; nor does Hook and Hatton Ltd warrant that the use of any information provided in connection with the Services will provide any desired objective.

The Parties’ aggregate liability arising out of or in connection with this Agreement shall be limited to an amount equal to the turnover between the Parties in the 12 months prior to the breach of contract.

In no event shall either Party be liable for loss of profit, loss of use, loss of production, loss of information and/or data or any other indirect and consequential damages arising out of or in connection with the Agreement.

I. Sustainable development

Hook and Hatton Ltd seeks to ensure that Hook and Hatton Ltd’s business relationships demonstrate responsible business conduct in relation to managing adverse impacts on principles for sustainable development. 

The Client must maintain appropriate records to demonstrate compliance with statutory requirements for sustainable development and must provide such records to Hook and Hatton Ltd at Hook and Hatton Ltd’s request. 

J. Force majeure

Neither party shall be in breach of the Agreement nor liable for any failure or delay in performance of its obligations (other than the obligation to make payments of money) arising or attributable to acts, events, omissions or accidents beyond its reasonable control including, but not limited to, acts of God, fire, explosion, embargo, terrorism, civil disturbance, epidemics, pandemics, lightning damage, electromagnetic interference,  strikes and industrial dispute.

K. Survival and severance

If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

If a provision of these Terms and Conditions (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

Those provisions in these Terms and Conditions, which by their nature need to survive the termination or expiration of this Agreement, survive termination, suspension, cancellation or expiration of the Agreement, including but not limited to, obligations concerning intellectual property rights and confidentiality.

L. Choice of law and venue

Any disputes, claims or disagreements between Hook and Hatton Ltd and a Client with regard to these Terms and Conditions and/or Services regulated by these Terms and Conditions shall be governed by and construed in accordance with the laws of England  and shall be settled in an English court.  In the event of conflict between the Terms and Conditions and non-mandatory statutory provisions, the Terms and Conditions take precedence.

M. Miscellaneous

The Client may not assign any right or obligation under these Terms and Conditions.

No waiver by a party of any breach or non-fulfilment by another party of any provision of the Agreement shall be deemed to be a waiver by that party in respect of any other (future) breach or non-fulfilment by the other party whether of a like or a different nature and no delay or omission by a party in exercising any right or remedy under this Agreement or any applicable law shall affect that right or remedy or constitute a waiver thereof.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties, other than the rights and obligations expressly set out in this Agreement. Neither party shall make or hold itself out as having authority to make any commitments on behalf of the other party.

These Terms and Conditions can be amended only in writing and if signed by all parties. Any request by a party for an amendment shall be negotiated in good faith.

The headlines in these Terms and Conditions are for convenience only and will not affect the interpretation.

If a Client experiences any issues, then these issues must be reported to Hook and Hatton Ltd as soon as possible to allow Hook and Hatton Ltd to take action. Hook and Hatton Ltd cannot be held liable for issues, which have not been reported in a timely manner.

MyDutchPal support can be reached at: support@mydutchpal.com.

2. SOFTWARE APPLICATIONS

Hook and Hatton Ltd offers a number of software applications which are all governed by these Terms and Conditions, the “Hook and Hatton Ltd Applications. Details of the scope of Services and Applications will be stated in the framework agreement, order or proposal.

Hook and Hatton Ltd shall deliver the customised Application or product (“Customised Application” or “Customised Product”), Documentation and the Services to the Clients in accordance with this Agreement. The Client shall pay the price in accordance with the Agreement. 

Customised Application means any Hook and Hatton Ltd application developed or adjusted by Hook and Hatton Ltd specifically for the Client as further described in the Agreement.

A. Services

Hook and Hatton Ltd shall develop the Customised Application and make the modifications to the Customised Application in accordance with the requirements of the Specification.

Hook and Hatton Ltd shall use its best endeavours (i) to carry out, in conjunction with the Client, the Acceptance Tests (as defined below); and (ii) to deliver the Customised Applications by the Delivery Date (as defined below), in accordance with the terms and conditions set out in this Agreement.

B. License

The Client is granted the non-exclusive right to use the Hook and Hatton Ltd Applications.

User rights are Ltd exclusively to own use of the Hook and Hatton Ltd Applications for the agreed upon scope and object code.

Rights to the source code are not provided unless explicitly agreed upon otherwise in writing.

It is prohibited for the Client directly or indirectly (through a third party) to copy, duplicate or alter the Hook and Hatton Ltd Applications in any way, without the prior written approval from Hook and Hatton Ltd.

User rights on the Hook and Hatton Ltd Applications cannot be transferred to any third party (third parties also include holding-, sister- and/ or subsidiary companies).

The Client does not have the right to make the Hook and Hatton Ltd Applications available, under any title or in any way whatsoever, to any third party (third parties also include holding-, sister- and/or subsidiary companies of the Client).

The Client is not permitted to reverse engineer or decompile the Hook and Hatton Ltd Applications unless such is explicitly permitted by law.

The user rights shall come into effect after the Client has made the required payments and fulfilled its other obligations.

The extent of the user rights pertaining to Hook and Hatton Ltd Applications provided by Hook and Hatton Ltd, the resulting provisions and related activities, which originate from third parties (“Third Party Products and Services”) is determined by the terms set out in clause 2C.

C. Third Party Products and Services

Hook and Hatton Ltd has the right to deliver Third Party Products and Services or make use of Third Party Products and Services in fulfilling its obligations flowing forth from the Agreement. Hook and Hatton Ltd is not responsible for Third Party Products and Services unless agreed upon otherwise in writing.

No maintenance, support or other services will be carried out by Hook and Hatton Ltd on Third Party Products and Services, unless agreed upon otherwise in writing. 

D. Maintenance

If agreed, Hook and Hatton Ltd shall perform maintenance work with respect to the software specified in the contract.

E. Advice

All Services provided by Hook and Hatton Ltd that can be considered advice or which can be described as advice, such as but not limited to  support, will only be given to the best of Hook and Hatton Ltd’s knowledge and capability.

Hook and Hatton Ltd is not responsible and/or liable if the activities that flow forth from advice result in the Client’s failure to carry out a project within allocated budgets, time schedules and other agreed upon conditions.

Hook and Hatton Ltd will provide advice on the basis of the conditions required by Hook and Hatton Ltd and information received from the Client as mentioned in clause 1H. If it appears that not all relevant information has been received and/or other problems and/or insights may arise, such as but not limited to  incompatibility problems (products are unable to interoperate with each other), the given advice may be adjusted to the new circumstances.

F. Additional Work

If in the opinion of Hook and Hatton Ltd, a change requested by the Client is in fact a request for additional work, Hook and Hatton Ltd will notify the Client thereof prior to performing additional work. Upon the Client’s request, the notification will be followed by a specification of the price and additional conditions. The Client will decide as soon as possible whether to carry out the additional work.

G. Backup

Where the Application is delivered as a Service (hosted by Hook and Hatton Ltd) Hook and Hatton Ltd will, to the best of its abilities, make regular copies (“Back-ups”) of the digital data within the Application (“Process Data”). When the Application is installed on the client’s infrastructure, the Client becomes fully responsible for the backup and restore process.

Hook and Hatton Ltd will not be liable for loss of Process Data and/or errors in the Back-ups. The Client is solely responsible for regularly (functional) testing of the Back-ups and for ascertaining whether the Back-ups are sufficient to restore proper functioning of the Application after a calamity.

H. Delivery Date and Delays

a. (Delivery) Dates

Hook and Hatton Ltd shall supply to the Client, within a reasonable time before any Delivery Date, such information and assistance as may be necessary to enable the Client to prepare for the installation or go-live of the Application; however, Hook and Hatton Ltd shall in no circumstances be liable for any deficiency in such preparation.

“Delivery Date” is to be understood as the estimated delivery date in the Implementation Plan on which Hook and Hatton Ltd will deliver the Application (for on-site installation) or the go-live of the Service provision.

Delivery Dates shall therefore not be considered to be absolute (delivery) dates within which must be delivered, but a time period within which Hook and Hatton Ltd shall strive with best efforts to deliver the agreed upon items. If it is not possible to keep to the (delivery) date, then Hook and Hatton Ltd and the Client will consult with each other to agree on a substitute (delivery) date.

All  Delivery Dates which may be named by and may be applicable to Hook and Hatton Ltd are determined to the best of Hook and Hatton Ltd’s knowledge on the basis of information made known to Hook and Hatton Ltd and will be taken into consideration as much as possible.

If the Delivery Date is delayed at the request of the Client, or because of his acts or omissions, the Implementation Plan shall be amended to take account of such delay in accordance with 2.J. If Hook and Hatton Ltd can demonstrate that the delay has resulted in an increase in cost to Hook and Hatton Ltd of carrying out its obligations under this Agreement, Hook and Hatton Ltd may, at its sole discretion, notify the Client that it wishes to increase the price by an amount not exceeding any such demonstrable cost. Hook and Hatton Ltd may invoice the Client for any additional monies that become payable in this way, within thirty (30) days of demonstrating the increase in costs.

In the event that a key date within the Implementation Plan is delayed for a period exceeding ten (10) days and this delay is caused by Client’s failure to provide material information which has been requested by Hook and Hatton Ltd, Hook and Hatton Ltd shall be entitled to suspend the Services. All costs incurred by Hook and Hatton Ltd in the resumption of Services shall be for the account of the Client.

Exceeding a given Delivery Date which may be applicable, never constitutes an attributable shortcoming by Hook and Hatton Ltd. Hook and Hatton Ltd does not accept liability under any circumstances in cases where the Delivery Date may be exceeded.

b.Reservations

The Client’s rights, such as but not limited to the transfer of Products, in particular hardware, are provided under the suspended condition that the Client pays the agreed compensation in full and in time. In case of failure to pay, the Client must return the Services to Hook and Hatton Ltd at the Client’s expense within one week of receiving the instruction from Hook and Hatton Ltd to do so. All other remedies in law remain applicable..

c. Risk

From the moment of delivery, the Client will bear the risk of the Services delivered even if possible ownership and user rights have not yet been transferred. The Client will therefore be held accountable for full payment of the Services delivered regardless of the destruction of or the decline in value of the Services delivered due to circumstances for which Hook and Hatton Ltd cannot be held accountable.

The aforementioned will also be applicable from the moment in which the Client does not make it possible for Hook and Hatton Ltd to make a delivery.

d. Delivery

Hook and Hatton Ltd shall deliver the Services to the Client in accordance with the specifications established in writing by Hook and Hatton Ltd.

Delivery of the Services takes place when they are made available to the Client at the Client’s premises or at a data centre used by Hook and Hatton Ltd. The delivery of services by or through Hook and Hatton Ltd takes place at the place and time that the services are performed.

e. Errors

Error(s) means the failure to fulfil the functional specifications set out in writing by Hook and Hatton Ltd. An error only exists where such can be demonstrated and reproduced.

The Client is required to immediately report possible errors to Hook and Hatton Ltd. Every right to repair errors lapses if the Services provided by Hook and Hatton Ltd are altered in any way or form.

Hook and Hatton Ltd is entitled to install temporary solutions, emergency solutions, work-arounds and/or other problem-avoiding measures in the Services.

I. Acceptance Test and Acceptance

Prior to the Delivery Date, the Parties will mutually agree on a User Acceptance Test (“UAT”).

J. Implementation plan

Both Parties shall perform their obligations under this Agreement in accordance with the Implementation Plan.

Hook and Hatton Ltd shall be given an extension of the timetable of any one or more of the stages in the Implementation Plan if one or more of the following events occurs:

a variation to the Products is made at the Client’s request;

a force majeure event occurs as per clause 1.J;

a delay is caused in whole or in part by an action or omission of the Client or its employees, agents or third-party contractors.

If Hook and Hatton Ltd is entitled to an extension of time, it shall give written notice to the Client not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event under clause 2J, shall estimate the probable extent of the delay.

The Client Representative and the Project Manager shall use best endeavours to agree in writing, signed by both Parties, what extension of time is reasonable in the circumstances. The Implementation Plan shall be deemed amended accordingly.

K. Changes to Customized Products

The Client may, by giving written notice to Hook and Hatton Ltd at any time during the term of this Agreement, request a change to the Products.

Within seven (7) days of receipt of such notice, Hook and Hatton Ltd shall, at its rates then in force, prepare for the Client a written estimate of any increase or decrease in the Price, and of any effect that the requested change would have on the Implementation Plan.

Within fourteen (14) days of receipt of the written estimate, the Client shall inform Hook and Hatton Ltd in writing of whether or not the Client wishes the requested change to be made. If the change is required, Hook and Hatton Ltd shall not make the requested change until the Parties have agreed and signed a written agreement (‘Change Agreement’) specifying, in particular, any changes to the Implementation Plan and Price.

L. Support Services / SLA

Hook and Hatton Ltd shall provide full support and maintenance, to correct latent defects, bugs or errors that have an adverse effect on the use or operation of the Service and shall provide support services in accordance with the agreed service levels. 

M. Installation and Application specific terms (general)

Installation of applications will only take place from a location approved by Hook and Hatton Ltd and on the equipment approved by Hook and Hatton Ltd.

The Client is required to have equipment and software directly or indirectly available which comply with the standards and/or requirements set by Hook and Hatton Ltd of which the Client has been notified directly or indirectly. The Client is required to maintain compliance with the conditions set out in this clause. If equipment and/or software do not comply with this clause, the obligations of Hook and Hatton Ltd to provide access to the applications and the use of such may be postponed by Hook and Hatton Ltd. The Client will enable Hook and Hatton Ltd to verify if the standards and/or requirements are met.

If the Client, after the verification as set out above, still fails to meet the standards and/or requirements, Hook and Hatton Ltd will have the right to terminate or dissolve the agreement wholly or partially without prior notification and/or judicial intervention.

The Client is required to follow instructions given by Hook and Hatton Ltd regarding the applications.

Hook and Hatton Ltd is entitled to view log files and the like for purposes of analyzing the use of the applications. The results of such an analysis will not be made available to third parties (third parties do not include Hook and Hatton Group Companies). This does not apply to figures and data with regard to the use of the applications, which are not directly traceable to the Client’s use.

In the event the Client signals a malfunction, the Client must immediately report such to Hook and Hatton Ltd. This report must be sent via email to support@mydutchpal.com. After the Client has notified Hook and Hatton Ltd of the malfunction, Hook and Hatton Ltd will take the necessary steps, which will or could lead to a solution.

The costs for resolving a malfunction are for the account of the Client if it appears that the malfunction is the result of the Client’s act or failure to act in accordance with the agreement.

If Hook and Hatton Ltd is of the opinion that possible danger occurs for the functioning of the computer systems or the network of Hook and Hatton Ltd or third parties and/or for the services through the network, in particular caused by excessive sending of email or other data, badly secured systems or activity of viruses, Trojans or similar software, Hook and Hatton Ltd is entitled to take all measures reasonably necessary to prevent this danger. The costs of these measures, including costs for informing the Client of the dangers, are for the account of the Client.

Hook and Hatton Ltd will inform the Client prior to the commencement of intended maintenance with regard to SaaS, if maintenance will lead to problems with regard to gaining access to SaaS or the non-availability of SaaS. In this case, maintenance will, as much as possible, take place outside Business Days. Other maintenance will take place during Business Days.

Hook and Hatton Ltd will strive, in light of the most current technology available, to provide adequate physical and logical security measures against unauthorized access by third parties to computer systems or computer programs used by Hook and Hatton Ltd and/or stored Process Data, in light of the provisions provided for under the agreement.

Client software

The Client can access any SaaS applications through Hook and Hatton supplied client software. 

Hook and Hatton Ltd is entitled, without any form of (damage) compensation being required, to make changes in SaaS which may influence the software used by the Client and/or advised by Hook and Hatton Ltd.

In the event that the situation described above takes place, Hook and Hatton Ltd will use all reasonable endeavours to enable the Client to transition to a different client software. The costs incurred by the Client in doing so are for the account of the Client.

c. Use of identification codes

Hook and Hatton Ltd will make passwords, address codes and/or other identification codes (“Identification Codes”) solely available to the Client for the use of the Products. The Client will use these Identification Codes with care. The Client will notify Hook and Hatton Ltd in the event of loss, theft and/or other forms of unauthorised use, in order to enable parties to take the proper actions.

The Client carries all responsibility, liability and costs related to the use of Identification Codes used and/or distributed by the Client. In no event will Hook and Hatton Ltd be liable for the misuse and/or unauthorized use of Identification Codes.

It is prohibited for the Client to let multiple persons use the same Identification Codes without prior written permission from Hook and Hatton Ltd. Hook and Hatton Ltd may attach conditions to this permission.

If there is a reasonable suspicion of misuse or unauthorized use of Identification Codes, Hook and Hatton Ltd can provide the Client with instructions, which must be carried out.

If it is determined that misuse has been made of Identification Codes or if the Client ignores instructions given, the Client will be in default immediately.

d. Changes in the SaaS-service

Hook and Hatton Ltd is entitled, following a written notification taking into account a reasonable notification period and without any compensation to the Client, to make adjustments to and/or changes in SaaS offered such as but not limited to:

(i) entrance procedures, such as:

procedures regarding operational rules, and

security procedures

(ii)changes in a third-party provider/supplier, location, hardware, software and other facilities necessary for the provision of SaaS.

If any changes made have a significant negative impact on the Client’s business or the functionality of SaaS, the Client may, after providing relevant proof of the deterioration in writing, request in writing that Hook and Hatton Ltd provide an alternative. If Hook and Hatton Ltd then fails to provide an alternative, the Client will have the right to terminate the use of SaaS, without any damage compensation required by Hook and Hatton Ltd and/or third party or restitution of amounts paid.

e. Data traffic to and from the Client

Hook and Hatton Ltd does not have any influence on or any insight into the data traffic from and/or to the Client. Hook and Hatton Ltd is merely a passive channel. Hook and Hatton Ltd does not give any warranties with regard to content of data such as but not limited to  reliability and completeness.

The Client is responsible for the content of data traffic originating from the Client. The Client indemnifies and will keep Hook and Hatton Ltd free from any damage compensation regarding any claim, accusation or court procedure from a third party with regard to the (content of) the data traffic or the information originating from the Client.

f. Contrary to the terms of clause 

Process Data will remain the intellectual property of the Client. The Client grants Hook and Hatton Ltd, without charge, a perpetual user and revision right of the Process Data for the purpose of delivering and improving the Services.

Process Data will be stored as per the terms of the Data Processing Agreement.

Hook and Hatton Ltd will offer the Client the option to download Process Data in the available file formats. Hook and Hatton Ltd does not warrant that the available Process Data and/or other data during the agreement and/or after the agreement can be transferred to another application.

All costs connected to the transfer of Process Data and/or other data at the request of the Client to another application will be fully for the account of the Client.

g. Requirements the Client SaaS-service

If through use of SaaS, personal data and/or other information/data are transported or commercial activities and/or other activities are undertaken, the Client will indemnify Hook and Hatton Ltd from all liability, costs or damage as a result of claims from a third party in the event personal data and/or other information/data are transported or commercial activities and/or other activities are undertaken in violation of the relevant (privacy) laws and/or guidelines.

The Client will immediately inform Hook and Hatton Ltd in writing regarding changes that are relevant for the proper execution of SaaS.

N. Installed Application specific terms

Hook and Hatton Ltd will install the Services or have them installed if agreed upon in writing.

Prior to installation, the Client will see to it, at its own expense, that all conditions required by Hook and Hatton Ltd have been met in order to ensure a successful installation.

The Client will ensure and is entirely responsible for fulfilling the necessary Third Party General Conditions as set out in order to let installation take place legally.

If installation has not been performed within the agreed upon time schedule due to the Client’s fault, the Client will make payments as if installation has been performed, undiminished the obligations of Hook and Hatton Ltd to proceed with installation at a later time period. 

APPENDIX A

Service Level agreement

Hook and Hatton Ltd shall provide full support and maintenance, to correct latent defects, bugs or errors that have an adverse effect on the use or operation of the Service and shall provide support services in accordance with the following agreed service levels:

Hook and Hatton Ltd will only provide support on the most current version of the Application. Hook and Hatton Ltd is entitled at its sole discretion to provide support on older versions, releases, etc. of the Application.

The support services shall be performed in a timely and professional manner by technicians familiar with the Application and its operations.

Hook and Hatton Ltd shall provide (by remote means) telephone and/or e-mail assistance with respect to the Application including (i) clarification of functions and features of the Application; (ii) error verification, analysis and correction to the extent possible by telephone and e-mail. Hook and Hatton Ltd shall provide these services Monday to Friday from 9.00 until 17.00 GMT/BST, which do not include public holidays and weekends (“Business Days”), and under normal working conditions. Services that are performed outside of Business Days are considered as overtime. Hook and Hatton Ltd may charge additional fees for overtime, to be agreed upon prior to performing the services.

Where problems cannot be resolved without modification to the Application, or within a suitable timeframe, Hook and Hatton Ltd shall issue an avoidance procedure to be followed. “Avoidance Procedure” shall mean an instruction that provides a technical measure to operationally avoid an identified problem with the Application. At its discretion, Hook and Hatton Ltd shall then, at a later date, provide a suitable alteHook and Hatton Ltdative remedy or if this is not practical, advise the Client that the Avoidance Procedure will remain in place.

Hook and Hatton Ltd shall provide Support and Maintenance Services on a basis to be agreed at the time of an order.

APPENDIX B

Testing and Acceptance of the Deliverables

Prior to the Delivery Date, the Parties will mutually agree a User Acceptance Test (“UAT”) under which the Application shall be tested for acceptance prior to the Implementation Date. The timescales for completing the ATP shall be mutually agreed in the Project Plan.

Acceptance of any of the Deliverables or any associated documentation shall be by means of the Client signing off the Hook and Hatton Ltd Final Product Approval Form(s). If the Client wish to reject a Deliverable because it has failed the relevant UAT or for some other justifiable reason, they must notify Hook and Hatton Ltd in writing within fourteen (14) days of the submission to the Client of such Deliverable for approval by the Client confirming to Hook and Hatton Ltd the reason(s) for the rejection. If the Client fail to give notice in writing to Hook and Hatton Ltd rejecting a Deliverable or any other associated documentation timeously, the Client shall be deemed to have accepted the Deliverable and any associated documentation on the fifteenth (15th) day from the date of delivery of such Deliverable and any associated documentation to the Client.

The Services shall be deemed to have been accepted when all the Deliverables have been approved and accepted by the Client.

If any Deliverable fails the relevant UAT and is rejected by the Client for that reason or is rejected by the Client for any other justifiable reason of the Client, then the Client shall inform Hook and Hatton Ltd in writing within fourteen (14) days of submission of such Deliverable to the Client for approval and Hook and Hatton Ltd shall forthwith implement such alterations or modifications to the Deliverable as it or the Client shall in the circumstances reasonably judge necessary and in sufficient time (which shall be no longer than the 14th day after the date Hook and Hatton Ltd received notification in writing from the Client confirming the Deliverable failed the relevant UAT)

If any Deliverable fails the First UAT, then the Client may, at its option, require Hook and Hatton Ltd by written notice to forthwith implement such further alterations or modifications as to the Deliverable free of charge as Hook and Hatton Ltd or the Client shall reasonably judge necessary to enable the Application to pass the second UAT. The Second UAT shall be carried out by the Client in the presence of the Hook and Hatton Ltd Representative. If Hook and Hatton Ltd shall not have completed such alterations or modifications to the Deliverable by the 14th day after the First UAT or if the Deliverable shall fail the Second UAT then the Client shall be entitled to either accept the Deliverable or reject the Deliverable and, without prejudice to any other rights or remedies to which the Client may be entitled to hereunder or at law and without penalty to the Client, terminate this Agreement.

Hook and Hatton Ltd shall provide the Client with all such assistance and advice as the Client shall from time to time reasonably require in the process of testing the Deliverable pursuant to this clause.

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