Terms of Service
Definitions
Additional Services: means any time-and-materials
services provided to You, such as consulting
services, onboarding support which does not form
part of Your Subscription.
Add-On Services: means additional features,
functionality or services that may be added to Your
Subscription.
Admin Users: those individuals who are authorised
by You (such as Your employees, independent
contractors, or other retained third parties) to have
administrative rights to Your DoIT Subscription
Domain in accordance with the terms of this
Agreement.
Admin Users shall have the capability to
adjust settings and preferences of the Subscription
Domain; invite, manage and monitor Enrolled Users;
(un)subscribe to DoIT Domain Apps; and access
analytics and insights on Enrolled Users´s;
engagement with the Services.
Admin User License: the license granted to an
Admin User under this Agreement to access and
use the DoIT Subscription Domain;
Agreement: these Terms of Service and any Order
Form.
Data: the data inputted or received by You, any
Enrolled Users or other end users, or by us on Your
behalf or otherwise generated in respect to Your use
of the Services.
Documentation: any documentation made available
to You by DoIT from time to time, whether in
electronic form or otherwise, which sets out a
description and user instructions for the Services.
DoIT: means Do IT Life Social Enterprise Ltd.
DoIT App: the front-end mobile application owned
and made available by DoIT to Enrolled Users to
access and use the DoIT Platform.
DoIT Domain App (D-App): the customisable
section of the DoIT Platform which allows for the
creation of a branded content domain by a DoIT
customer and incorporating any invited DoIT
customers to post created content and/or service
offerings to which Enrolled Users and other end
users can search, select and enrol for.
DoIT Platform: the technical infrastructure
accessed by Enrolled Users from www.doit.life
and/or the DoIT App, to search, select and enrol for
posted volunteer opportunities and/or service
offerings from available D-Apps.
Enrolled User(s): Your enrolled users, consisting of
employees, independent contractors, consumer
clients, loyalty scheme members, volunteers or other
third parties who are authorized by an Admin User to
access and use the DoIT Platform in accordance
with the Enrolled User Terms and any other
applicable Enrolled User license terms applicable
from time to time.
Enrolled User License: the license granted to
individual Enrolled User under the terms published
at https://doit.life/terms-of-service (“Enrolled UserTerms”),
to access and use the front-end portion of
the DoIT Platform that is accessible to Enrolled
Users.
Fees: the fees payable by You to DoIT for any
Services as detailed on Your Order Form.
Initial Term: the initial term of this Agreement,
which shall commence on the Start Date.
Intellectual Property Rights: all intellectual and
industrial property rights including patents, know-
how, registered trade marks, registered designs,
utility models, applications for and rights to apply for
any of the foregoing, unregistered design rights,
unregistered trade marks, rights to prevent passing
off for unfair competition and copyright, database
rights, topography rights, domain names and any
other rights in any invention, discovery or process
anywhere in the world and together with all
renewals and extensions.
Licensee: means the business detailed in an Order
Form.
Minimum Specification: means the specification
which Your systems or any Enrolled Users hardware
or software are required to meet in order to use the
Services, as revised from time to time, following the
first 12 months of the Initial Term or any Renewal
Term.
Order Form: Your order for services detailing the
Fees relating to Your Subscription or any Additional
Services incorporating this Agreement.
Renewal Term: any subsequent terms following the
Initial Term as described in clause 15.1.
Services: the Subscription services and Additional
Services provided by DoIT to You under this
Agreement.
Start Date: the date we first make our Services
available to You.
Subscription: means the access to the Licensee
features of DoIT Platform and Add-On Services
which is reserved for use by Admin Users, to be
provided to You in accordance with the pricing tier
and terms, as detailed in Your Order Form and any
Documentation.
Subscription Domain: the designated area within
the Services that is exclusively allocated to the
Customer by DoIT under the Customer´s
Subscription.
Term: the Initial Term and any Renewal Term as
detailed in any Order Form.
the Services in accordance with this Agreement
You or Your: means the business detailed in an
Order Form.
A reference to a statute or statutory provision is a
reference to it as it is in force for the time being,
taking into account any amendment, extension, or
re-enactment and includes any subordinate, interim
or provisional legislation for the time being in force
made under it.
Any words following the terms
including, include, in particular, for example or any
other similar expression shall be construed asTerms of Service
illustrative and shall not limit the sense of the words,
description, definition, phrase or terms preceding
those terms. 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. The details of
Your Subscription and Your Order Form part of this
Agreement and shall have effect as if set out in full
in the body of this Agreement.
1. SERVICES
1.1 This Agreement will operate as a framework
agreement which defines the contractual terms
and conditions under which DoIT will supply
Services to You. Whilst this Agreement
remains in force, the parties shall agree the
provision of Services as set out in an Order
Form which shall be governed by and be
subject to, the terms and conditions of this
Agreement.
1.2 Variation to this Agreement. Any revised
version of this Agreement shall automatically
apply to any Renewal Term, Additional
Services or any Add-On Services when
purchased.
1.3 Terms of this Agreement. This Agreement
shall commence on the Start Date when
Services are made available to You and shall
continue throughout any Initial Term and
Renewal Term unless earlier terminated in
accordance with the terms of this Agreement.
Where detailed in an Order Form certain
Services will only start following the payment of
an applicable Fee.
1.4 Any dates quoted for delivery of Services are
approximate only. Any services which are not
detailed in Your Subscription or an Order Form
are out of scope and subject to additional
charges.
1.5 Support Services. DoIT will, as part of the
Services, provide You with DoIT’s standard
customer support services and onboarding
services as detailed in Schedule 2 and Your
Subscription. DoIT may amend its support
services at its discretion from time to time.
1.6 Updating Service. As part of its updating
service DoIT shall provide error correction,
patches, fixes and updates to the Services as
generally made available to its customers.
Where requested, You may be required to
update Your IT infrastructure in order to
continue to comply with any required Minimum
Specification for the Services. For the
avoidance of doubt the cost of the updating
service described in this clause is included in
Your Fees, but excludes any sum payable by
You to ensure compatibility with the Services.
DoIT shall have no liability whatsoever for any
failure of Your IT infrastructure to comply with
the Minimum Specification.
1.7 Service Improvements. You acknowledge that
DoIT may change or modify the Services from
time to time. DoIT shall only be required to
provide You with reasonable notice of a change
or modification to the Services in advance if the
change of modification is material (and does
not extend or enhance the functionality or
architecture of the Services) or may
substantially adversely affect Your use of the
Services.
1.8 Unless otherwise agreed in writing, You
acknowledge that the Services have not been
developed to meet Your individual requirements
and that it is therefore Your responsibility to
ensure that the facilities and functions of the
Services as described in Your Subscription
Documentation meet Your requirements.
2. ONBOARDING AND SUPPORT IN
ACCESSING AND USING OUR SERVICES
2.1 Following Your Order Form for a Subscription,
and payment being made we will contact You
to provide You with the information You need to
access and use our Services.
2.2 Please refer to Your Subscription
Documentation for information and assistance
around onboarding and accessing our
Services. The Support Services provided as
part of Your Subscription are detailed in Your
Subscription Documentation. Full access to all
of our online resources and FAQs is provided
to all users. Any support requests or
onboarding assistance requested which is
outside the scope of Your Subscription will be
chargeable as Additional Services.
2.3 Your responsibility to understand our
Services and Your use of them. You
acknowledge and agree that whilst our
Services are designed for ease of use, it is
Your responsibility to ensure that any
individuals involved in onboarding or accessing
and using the Services are appropriately
trained in the use of any applicable technology
and understand and are familiar with the
Services and any training materials or
Documentation made available to You relating
to them. In the event that we identify that any
repeated requests for assistance are as a
result of inadequate training either in respect to
Your own systems or our Services, this
assistance will be provided as Additional
Services, only at our discretion. You are solely
responsible for ensuring that all Admin Users
and Enrolled Users of the Services are
appropriately trained in its use. DoIT shall have
no responsibility to provide support if support
issues are deemed by DoIT to be the result of
misuse or lack of appropriate training by You in
the use of Services.
Terms of Service
2.4 You acknowledge that where detailed in an
Order Form, our provision of Services to You is
based on Your meeting the Minimum
Specification as detailed in the Subscription
Documentation provided to You.
2.5 In the event that You do not provide us with the
information we require from You (and that
information request is accurate and complete in
all respects) at each stage of the onboarding
and set up process or otherwise comply with
the Set Up Requirements, we will not be liable
for Your inability to make use of the Services in
whole or part, and any additional work required
by us to support Your onboarding, access to
the Services or to otherwise assist in Set Up
shall be chargeable (and provided at our
discretion) as Additional Services at DoIT’s
standard rates then in force. DoIT is not liable
for any delay or inability to use or access the
Services in whole or part directly or indirectly
caused by a delay by You or any third party or
any failure to comply with Your obligations
under this Agreement.
2.6 Requesting and agreeing changes to the
Services. If either party requests a change to
the scope or execution of the Services, DoIT
shall, within a reasonable time, provide a
written estimate to You of: (a) the likely time
required to implement the change; (b) any
variations to DoIT’s Fees arising from the
change; (c) any other impact of the change on
the terms of this Agreement. Any change will
follow agreement in writing between the
Parties.
3. LICENSE TO USE DOIT PLATFORM’S
SUBSCRIPTION SERVICE
3.1 Subject to You paying the appropriate Fees to
DoIT, the restrictions set out in this clause 3
and the other terms and conditions of this
Agreement, DoIT hereby grants to You a
personal, non-exclusive, non-transferable, non-
sub-licensable, revocable right: (a) to permit
Admin Users to use the Subscription services
in accordance with Documentation during the
Term solely for Your business operations; and,
(b) to permit Enrolled Users to access and use
the DoIT Platform within the limits of the
Subscription You have purchased and subject
to their acceptance of Enrolled User Terms.
(a) Admin User Licenses are transferable within
Your business operations. Enrolled User
Licenses to the DoIT Platform are not
transferable within Your business operations.
(b) Your use of Admin User and Enrolled User
Licenses may not exceed any stated number (if
any) in Your Subscription.
3.2 Limitations on Use. The rights provided under
this Agreement are granted to You only, unless
otherwise agreed in writing. Limitations areapplied to certain types of users. Please refer
to Your Order Form for details on restrictions
and permissions for Enrolled Users and Admin
Users.
3.3 Exceeding the limits of Your Subscription or
Services. If Your use of the Services exceeds
any limits detailed in an Order Form, DoIT shall
be entitled to automatically increase its Fees
applicable to Your use or to increase Your
Fees to account for such additional use of the
Services. You agree to pay any applicable
increase in Fees for such charges within 30
days of receipt of invoice. If at any time it
becomes apparent to DoIT that You have
underpaid Fees, all Fees applicable to Your
actual historical use will be immediately
payable to account for any shortfall. DoIT may
audit Your use of the Services at any time to
ensure compliance with this Agreement. DoIT
reserves the right at all times to monitor Your
usage of the Services.
3.4 Where You amend Your Subscription part way
through any Term including by the addition of
Add-On Services, such additional Fees as may
be payable shall be pro-rated from the date of
activation by DoIT for the remainder of the then
current Term. You may not decrease the
number of Admin Users and/or Enrolled Users
during any Subscription term. User numbers
are subject to a minimum user base
requirement.
4. DoIT’S OBLIGATIONS
4.1 Warranty. DoIT warrants that it will perform the
Services substantially in accordance with the
material terms of the Documentation and with
reasonable skill and care. Including operating
firewalls and virus checks and implementing
effective and appropriate data security in
respect to the provision of Services.
4.2 The undertaking at clause
4.1 shall not apply to
the extent of any non-conformance which is
caused by use of the Services contrary to
DoIT’s instructions, or modification or alteration
of the Services by any party other than DoIT. If
the Services do not conform with the foregoing
warranty, DoIT will, at its expense, use all
reasonable commercial endeavours, subject to
the cap on liability under clause
14.4(b) to
correct any such non-conformance promptly, or
if reasonably practicable, provide You with an
alternative means of accomplishing the desired
performance. Such correction or substitution
constitutes Your sole and exclusive remedy for
any breach of the warranty set out in this
clause. Notwithstanding the foregoing, DoIT:
(a) does not warrant that Your use of the
Services will be uninterrupted or error-free; nor
that the Services, Documentation and/or the
information obtained by You through theTerms of Service
Services will meet Your 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 You acknowledge that the Services and
Documentation may be subject to limitations,
delays and other problems inherent in the use
of such communications facilities.
4.3 DoIT shall have no obligation to provide any
services under this clause (and shall be entitled
to charge You additional charges at its then
current rates) where faults or support requests
arise from: (a) misuse, incorrect or
unauthorised use of the Services; (b) failure of
Your IT infrastructure or any part of it; (c) use
of the Services not in accordance with
guidance provided by, or in combination with
any equipment or software not approved by,
DoIT; (d) any breach of Your obligations under
this Agreement.
4.4 The warranties, representations (and where
applicable, warranties) set out in this clause are
in lieu of all other express or implied warranties
or conditions, including implied warranties or
conditions of satisfactory quality and fitness for
a particular purpose, in relation to this
agreement. Without limitation, DoIT specifically
denies any implied or express representation
that the Services will be fit for any purpose or
use other than that specifically stated by DoIT
in writing in the Documentation.
4.5 DoIT’s role: DoIT serves solely as a platform
to facilitate interactions between our Licensees,
Enrolled Users, and third parties. DoIT is not a
party to any agreement, transaction, or
interaction that may occur between any parties
through the use of the Subscription services.
As such, DoIT assumes no responsibility or
liability for the actions, content, information, or
data shared or transferred between DoIT
licensees, Admin Users, Enrolled Users, and
third parties.ç
1. INTEGRATION AND THIRD PARTY
SERVICES
1.1 We offer services and functionality using third-
party developer tools such as application
programming interfaces (“APIs”) (our
"Integration Services”) These third-party API
terms and conditions contain restrictions on
access, storage and use of information. We
have no control over the content of third-party
sites or resources which we link to through our
use of APIs and accept no liability or
responsibility for them, Your use or inability to
use Integration Services, the websites they link
to or their contents, their accuracy or reliability
or for any loss or damage (direct, indirect,special, consequential or otherwise)
whatsoever that may arise from Your use of any
of them or the results obtained. Your use of our
Integration Services is on an "as is" basis and
without any warranty of any kind.
1.2 You acknowledge and agree that: (i) the use
and availability of certain parts of our Services
may be dependent on third-party product
vendors and service providers, (ii) these third-
party products and services may not operate in
a reliable manner all of the time and they may
impact on the way that our Services operate,
and (iii) DoIT are not responsible for damages
and losses due to the operation of these third-
party products and services.
1.3 You should contact the third party with any
questions about third-party products and
services or any issues with them.
1.4 Third-party Software. DoIT shall provide any
Third-party Software to You under the standard
license terms provided by the relevant third
party. Your use of any third-party software as
part of the Service or which integrates with the
Services are governed by the terms of the
agreement with the provider of that software,
and its warranties. We are not responsible in
any way for any third-party software’s
performance, features or failures and makes no
warranty in respect to the software being fit for
Your purposes.
5. RESTRICTIONS OF USE AND ACCEPTABLE
USE POLICY
5.1 You are responsible for any Admin User’s and
Enrolled Users breach of this Agreement and
undertake that each Admin User and Enrolled
User shall keep a secure password for their
use of the Services and Documentation, that
such password shall be changed regularly and
that each Admin User and Enrolled User shall
keep their password confidential. To the extent
permissible by law, DoIT will not be liable for
any loss that You, an Admin User, Enrolled
User or any third party may incur as a result of
any use or misuse of any username or
password or any part of the Subscription
services, whether with or without Your
knowledge.
5.2 You 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 content; (d)
promotes violence; (e) is discriminatory based
on race, gender, colour, religious belief, sexual
orientation, disability, or any other illegal
activity; or (f) causes damage or injury to anyTerms of Service
person or property; and DoIT reserves the
right, without liability to You, to disable Your
access to Services as a result of a breach of
the provisions of this clause.
5.3 You are responsible for fielding enquiries
directly from your Enrolled Users and for any
liability which results from their use of our DoIT
Platform. You agree to hold us harmless and
indemnify us, in full in respect to any claim
made against us by any third party in respect to
your Admin User or Enrolled User’s use of the
Subscription services and/or the DoIT Platform.
5.4 Except to the extent expressly permitted under
this Agreement and to the maximum extent
permitted by law, You shall not directly or
indirectly Yourselves, nor through assistance
by any third party: (a) (i) attempt to copy,
reproduce, modify, duplicate, create derivative
works from, frame, mirror, republish, download,
display, transmit, or distribute all or any portion
of the Services 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 Services; 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 to facilitate a third party in
doing the same; or (c) use the Services and/or
Documentation to provide services to third
parties or offer any part of the Services for sale
or distribution over any other medium; or (d)
license, sell, rent, lease, transfer, assign,
distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the
Services and/or Documentation available to
anyone except the Admin Users and the
Enrolled Users (in respect to the Platform); or
(e) attempt to obtain, or assist third parties in
obtaining, access to the Services and/or
Documentation; or (f) permit any third party to
benefit from the use or functionality of the
Services; (g) disclose, share, or otherwise
provide any information or data related to the
Services, including but not limited to
performance metrics, analytics, and operational
capabilities, to any third parties, including direct
or indirect competitors, without DoIT’s prior
written consent.
6. YOUR OBLIGATIONS
(a) Conduct. You shall: provide DoIT with all
necessary and timely co-operation in relation to
this Agreement; including all necessary access
to such information as may be required by DoIT
in order to render the Services, including but
not limited to, Data and documentation
requested for the provision of the Services (andensure that such information and data is
accurate in all material respects). DoIT is not
liable for any inability to (a) use the Services in
whole or part directly or indirectly caused by
You or any third party; (b) appoint an individual
who shall have the authority to contractually
bind You on matters relating to the Services;
(c) be responsible for procuring any third party
co-operation reasonably required for the receipt
of Services and shall be responsible (at Your
own cost) for ensuring that Your IT
infrastructure complies with the relevant
specifications to use the Services provided by
DoIT, including the Minimum Specification, as
amended from time to time; (d) comply with all
applicable laws and regulations with respect to
Your activities under this Agreement and in
Your use of the Services; (e) carry out all other
of Your responsibilities set out in this
agreement in a timely and efficient manner. In
the event of any delays in Your provision of
such assistance as agreed by the parties, DoIT
may adjust any agreed timetable or delivery
schedule as reasonably necessary.
(b) Safeguarding and Security. You shall: (a) be
solely responsible for procuring and
maintaining Your network connections and
telecommunications links from its systems to
the Services, and all problems, conditions,
delays, delivery failures and all other loss or
damage arising from or relating to Your
network connections or telecommunications
links or caused by the internet; (b) operate best
practice and ensure appropriate security
precautions are taken in connection with its use
of the Services. You are responsible for taking
all reasonable steps to mitigate the risks
inherent in the provision and receipt of the
Services, including data loss and taking all
reasonable and usual precautions to safeguard
Your IT infrastructure, including operating
firewalls and virus checks and implementing
effective and appropriate data security in
respect to the provision and receipt of Services.
(c) Uploading Content. Whenever You make use
of a feature that allows You to upload content
(any digital material) to our Services, You must
comply with the content standards set out in 7
(d) of this Agreement (or as otherwise provided
to You by us). Any content You upload to our
Services will be considered non-confidential
and non-proprietary. You retain all of Your
ownership rights in Your content, but You grant
us a non-exclusive license to use, store, edit,
reproduce, modify and copy that content and to
distribute and make it available to third parties
in order for DoIT to provide the Services. By
utilizing the Services you acknowledge that
DoIT has no role in and shall bear no liabilityTerms of Service
for the use or disclosure of any such shared
data.
(d) Ensuring that Your use of our Services
meets any required standards. You must: (i)
ensure that any content uploaded by You and
all activities You carry out through the Services
and any subsequent agreement with any users
of Your services complies with all applicable
local legislation and you comply with our
Community Guidelines; (ii) ensure that any
content uploaded by You to the Services is
true, accurate, current and complete and
ensure that You maintain and promptly update
this information if it changes; (iii) not use the
Services or our other services in any unlawful
manner, for any unlawful purpose, or in any
manner inconsistent with these terms, or act
fraudulently or maliciously; (iii) not infringe our
intellectual property rights or those of any third
party in relation to Your use of the Services; (iv)
not use the Services in a way that could
damage, disable, overburden, impair or
compromise our systems or security or
interfere with other users.
(e) We have the right to remove any content You
make available through the Services, without
liability, if, in our opinion, that content does not
comply with the standards set by us. We may
suspend or terminate our agreement with You
or any access to the Services, without liability,
if in our opinion You are not complying with the
spirit of this agreement or operate in a way
which fails to uphold the highest standards of
customer care.
(f) Enrolled Users. You are responsible for
ensuring that all Enrolled Users expressly
agree to the Enrolled User Terms prior to
accessing or using the DoIT Platform. Failure
to obtain such agreement from Enrolled Users
will constitute a material breach of this
Agreement and may result in suspension or
termination of access to the Services for Admin
Users and/or DoIT Platform for Enrolled Users.
7. DATA AND DATA PROTECTION
7.1 Your Data. You shall own all rights, title and
interest in and to all of the data you upload to
the Platform and shall have sole responsibility
for the legality, reliability, integrity, accuracy
and quality of the Data. You acknowledge and
agree that any Data made available on the
DoIT Platform by You will be shared with other
Licensees and Enrolled Users for the normal
operation of the Services. Other DoIT
Licensees may use this posted data in their
interaction with the Platform. Notwithstanding
the foregoing, You retain ownership of all Data
You submit, post, or display on any D-App.Your decision to contribute Data constitutes
permission for such shared use as described.
7.2 DoIT shall, in providing the Services, comply
with its Privacy Policy relating to the privacy
and security of the Data as amended from time
to time by DoIT at its sole discretion.
7.3 DoIT acknowledges that all intellectual property
and other proprietary rights in all data
generated from the use by You of the Services
(the “Service Data”) are owned and shall
continue to be owned by You.
7.4 You grant to DoIT a non-exclusive, perpetual,
irrevocable, royalty free license to use any data
generated from Your use of the Services
(“Service Data”) and any Data (provided that
such data is anonymised) for the purpose of:
(a) statistical analysis and monitoring of data
and querying and analysing such data for the
purpose of providing the Services and
improving the quality of services DoIT provides
to its customers or providing other Services to
Customers; (b) exercising its rights and fulfilling
its other obligations under this Agreement; (c)
complying with any applicable governmental or
regulatory requirements; (d) or any other
commercial purpose relating to DoIT’s business
such as for publicity and marketing purposes.
7.5 The parties acknowledge that if DoIT
processes any personal data on Your behalf
when performing its obligations under this
agreement, You are the controller and DoIT is
the processor for the purposes of the Data
Protection Legislation. Schedule 1 sets out
the obligations of the parties in respect to the
processing of personal data.
8. SUSPENSION OF SERVICES
8.1 DoIT may suspend Services without liability if:
(a) DoIT reasonably believes that the Services
are being used in breach of the Agreement and
You do not remedy the failure within fourteen
days of DoIT's written notice to You describing
the breach; (b) You don’t co-operate with
DoIT’s reasonable investigation of any
suspected violation of the Agreement; (c) there
is an attack on the Services or the Services are
accessed by or manipulated by a third party
without DoIT's consent; (d) DoIT is required by
law to suspend the Services or Your access to
the Services.
8.2 Subject to clause 9.3, DoIT may suspend the
Services on 14 days advance notice if there is
another event not detailed in 9.1 for which DoIT
reasonably believe that suspension of the
Services is necessary to protect its or any other
party’s network, system, the Services or other
customers.
8.3 DoIT will use reasonable endeavours to give
You advance notice of a suspension under this
Clause 9, unless DoIT determines in itsTerms of Service
reasonable commercial judgement that an
immediate suspension is necessary to protect
DoIT and/or its customers from imminent and
significant operational or security risk.
8.4 For the avoidance of doubt, any suspension of
Services, unless caused directly by DoIT, shall
not suspend Your obligation to pay any Fees.
9. CHARGES AND PAYMENT
9.1 You shall pay the Fees to DoIT in accordance
with this clause 10, subject to any other
payment terms detailed in Your Order Form, or
as otherwise agreed between the parties.
9.2 You shall provide to DoIT relevant valid, up-to-
date and complete contact and billing details
and DoIT shall invoice You on the Start Date
for the Fees payable or Your Subscription and
the applicable Initial Term, as detailed in Your
Order Form.
9.3 If DoIT has not received payment within 30
days after the due date for any Fees, then
without prejudice to any other rights and
remedies of DoIT: (a) DoIT may, without liability
to You, on 2 days advance notice, disable Your
account and suspend access to all or part of
the Services and DoIT shall be under no
obligation to provide any or all of the Services
while the invoice(s) concerned, any interest,
administrative and legal costs of collecting
payment and any further sums payable, remain
unpaid; and (b) interest shall accrue on such
due amounts at an annual rate equal to 4%
over the then current base lending rate of the
Bank of England at the date the relevant
invoice was issued, commencing on the due
date and continuing until fully paid, whether
before or after judgment.
9.4 All amounts and fees stated or referred to in
this Agreement: (a) are non-cancellable and
non-refundable; (b) are exclusive of applicable
tax, which shall be added to DoIT's invoice(s)
at the appropriate rate.
9.5 DoIT shall be entitled to increase the Fees
payable for Services at the start of each
Renewal Term, on ninety days' prior written
notice to You. In the event that You do not
agree to such increase, You may terminate this
Agreement at the end of the then-current
Renewal Term. In the event that You do not
notify DoIT that You object to any increase, the
Renewal Term shall be extended and include
the increase in Fees accordingly.
10. PROPRIETARY RIGHTS
10.1 You acknowledge and agree that DoIT and/or
its licensors are the sole and exclusive owners
of all intellectual property and other proprietary
rights in the Services and the Documentation.
Except as expressly stated herein, this
Agreement does not grant You any rights to, orin, patents, copyrights, database rights, trade
secrets, trade names, trademarks (whether
registered or unregistered), or any other rights
or licenses in respect of the Services or the
Documentation.
10.2 Subject to Clause 13, if any claim is brought
against You that the normal use or possession
of the Services in accordance with this
Agreement infringes the intellectual property
rights of a third party in the UK, DoIT shall
indemnify You for any amounts awarded
against You in judgment or settlement of such
claims provided that: (a) You immediately notify
DoIT in writing of any such claim of which You
become aware and provide DoIT with
reasonable co-operation in the defence and
settlement of such claim; (b) You do not make
any admission as to liability or compromise or
agree any settlement of any claim without the
prior written consent of DoIT; (c) DoIT is given
sole authority to defend or settle the claim.
10.3 In the defence or settlement of any claim, DoIT
may procure the right for You 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 You without any additional liability or
obligation to pay liquidated damages or other
additional costs to You.
10.4 In no event shall DoIT, its employees, agents
and sub-contractors be liable to You to the
extent that the alleged infringement is based
on: (a) a modification of the Services or
Documentation by anyone other than DoIT; or
(b) Your use of the Services or Documentation
in a manner contrary to the instructions given to
You by DoIT; or (c) Your use of the Services
or Documentation after notice of the alleged or
actual infringement from DoIT or any
appropriate authority.
10.5 The foregoing states Your sole and exclusive
rights and remedies, and DoIT’s (including
DoIT’s employees’, agents’ and sub-
contractors’) entire obligations and liability, for
infringement of any patent, copyright, trade-
mark, database right or right of confidentiality.
11. CONFIDENTIALITY
11.1 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 independentlyTerms of Service
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, provided that to the extent
practicable and permitted by law, the receiving
party shall promptly notify the disclosing party
in advance of such requested disclosure and
provide the disclosing party with an opportunity
to object to such request.
11.2 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.
11.3 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.
11.4 Neither party shall be responsible for any loss,
destruction, alteration or disclosure of
Confidential Information caused by any third
party, provided that such party has taken
reasonable steps to protect and avoid the loss,
destruction, alteration or disclosure of such
Confidential Information.
11.5 You acknowledge that details of the Services,
and the results of any performance, security,
penetration, vulnerability or other logical,
analytical, data or information gathering tests
carried out on the Services, constitute DoIT's
Confidential Information.
11.6 This clause 12 shall survive termination of this
Agreement, however arising.
12. INDEMNITY
12.1 Except to the extent directly caused by DoIT,
You shall defend, indemnify and hold harmless
DoIT against claims, actions, liabilities,
proceedings, losses, damages, expenses and
costs (including without limitation court costs
and reasonable legal fees) arising out of or in
connection with: (i) Your or any Admin User's
or Enrolled User’s use of the Services and/or
Documentation; or (ii) Your collection, use,
processing and/or transfer of any Data, Service
Data or other personal data; or (iii) any claim of
any of any kind including legal fees arising from
any claim, demand or action alleging that any
use You make of the Services is contrary to
any law, code or regulation in any country.
12.2 DoIT’s indemnity if Services infringe any
third party IP / DoIT breaches DPA 2018.
DoIT shall, subject to clause 14.4, defend You
against any claim that: (a) the Services infringeany United Kingdom patent effective as of the
Start Date, UK copyright, trade mark, or right of
confidentiality; (b) DoIT have breached the
Data Protection Act 2018, and shall indemnify
You for any amounts awarded against You in
judgment or settlement of such claims,
provided that: (i) DoIT is given prompt notice of
any such claim; (ii) You provide reasonable co-
operation to DoIT in the defence and
settlement of such claim, at DoIT's expense;
and (iii) DoIT is given sole authority to defend
or settle the claim. In the defence or settlement
of any claim, DoIT may procure the right for
You to continue using the Services, replace or
modify the Services so that they become non-
infringing or, if such remedies are not
reasonably available, and DoIT are unable,
after best efforts, to procure for You the right to
continue using the Services or to provide
functionally equivalent Services, terminate this
agreement on 10 Business Days’ notice without
further liability to You.
12.3 Exclusions to DoIT’s IP and Data Protection
Indemnity. In no event shall DoIT, its
employees, agents and sub-contractors be
liable to You to the extent that the alleged
infringement is based on: (a) a modification of
the Services by anyone other than DoIT; or (b)
Your use of the Services in a manner contrary
to the instructions given to the Customer by
DoIT; or (c) Your use of the Services after
notice of the alleged or actual infringement
from DoIT or any appropriate authority.
12.4 The foregoing states each party’s sole and
exclusive rights and remedies, and each party’s
(including that party’s employees', agents' and
sub-contractors’) entire obligations and liability,
for infringement of any patent, copyright, trade
mark, database right or right of confidentiality.
13. LIMITATION OF LIABILITY
13.1 This clause 14 sets out the entire financial
liability of DoIT (including any liability for the
acts or omissions of its employees, agents and
sub-contractors) to You in respect of: (a) any
breach of this Agreement and any Support
Services; (b) any use made by You of the
Services and Documentation or any part of
them; and (c) any representation, statement or
tortious act or omission (including negligence)
arising under or in connection with this
Agreement.
13.2 Except as expressly and specifically provided
in this agreement: (a) You assume sole
responsibility for results obtained from the use
of the Services and the Documents by You,
and for conclusions drawn from such use,
reliance on any results and any action taken.
DoIT shall have no liability for any damage
caused by errors or omissions in anyTerms of Service
information, instructions or scripts provided to
DoIT by You in connection with the Services, or
any actions taken by DoIT at Your 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, disclaimed
and excluded from this agreement including,
without limitation, any warranties of title,
merchantability, or fitness for a particular use or
purpose; and (c) the Services and the
Documentation are provided to You on an "as
is" basis.
13.3 Nothing in this Agreement excludes the liability
of either party: (a) for death or personal injury
caused by DoIT's negligence; or, (b) for fraud
or fraudulent misrepresentation.
13.4 Subject to clause 14.1 and clause 14.3: (a) to
the maximum extent permitted by law, DoIT
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, punitive, exemplary or
consequential loss, costs, damages, charges or
expenses however arising under or relating to
this agreement, even if DoIT has been advised
of the possibility thereof, and regardless of the
legal or equitable theory (contract, tort or
otherwise) upon which the claim is based.; and
(b) DoIT's total aggregate liability in contract,
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 the total
amount of Fees paid by You to DoIT during the
6 months immediately preceding the date on
which the claim arose. As the Fees for the
service properly reflect the delineation of risk
between the parties, each party agrees to
ensure that it will be responsible for making its
own arrangements for the insurance of any loss
in excess of its accepted legal liability as
necessary.
13.5 Under no circumstances shall DoIT be
responsible or liable for any harm caused by
the transmission, through the Services, of a
computer virus, or other computer code or
programming device that might be used to
access, modify, delete, damage, corrupt,
deactivate, disable, disrupt, or otherwise
impede in any manner the operation of any of
Your software, hardware, data or property.
13.6 Under no circumstances shall DoIT be
responsible or liable for: (a) any inaccuracy,
error or delay in, or omission of any data orinformation entered into the Services by You or
any third party; (b) any error or delay in the
transmission of such data or information; or (c)
any interruption in any such data or information
(d) Your reliance on any data or information
generated by the DoIT Platform or Services.
14. TERM AND TERMINATION
14.1 This Agreement shall, unless otherwise
terminated as provided in this clause 15,
commence on the Start Date and shall
continue through the Initial Term and (unless
otherwise stated in Your Order Form)
thereafter, this Agreement shall be
automatically renewed for successive rolling
periods of twelve months (each a Renewal
Term), unless: (a) either party notifies the other
party of termination, in writing, at least 60 days
before the end of the Initial Term or any
Renewal Term, in which case this Agreement
shall terminate upon the expiry of the
applicable Initial or Renewal Term; or (b)
otherwise terminated in accordance with the
provisions of this Agreement.
14.2 The Initial Term together with any subsequent
Renewal Terms shall constitute “the Term”,
14.3 Without affecting any other rights that it may be
entitled to, either party may terminate this
Agreement without liability to the other if: (a)
the other party commits a material breach of
any of the terms of this Agreement and (if such
a breach is remediable) fails to remedy that
breach within 30 days of that party being
notified in writing of the breach; or (b) the other
party has a receiver or administrative receiver
appointed over it or over any part of its
business or assets or passes a resolution for
winding up (except for the purposes of a
genuine scheme of solvent amalgamation or
reconstruction) or a court of competent
jurisdiction makes an order to that effect, or
becomes subject to an administration order or
enters into any voluntary arrangement with its
creditors, or it ceases or threatens to cease or
carry on business.
14.4 Without affecting any other rights that it may be
entitled to, DoIT may terminate the Agreement
for breach if: (a) payment of any invoiced
amount (except to the extent such invoice is
disputed in good faith) or Fee payable is
overdue and following notification to You, You
do not pay the overdue amount within 5 (five)
Business Days of a written notice from DoIT;
(b) You breach the acceptable use policy in
clause 4.
14.5 On termination of this Agreement for any
reason: (a) all licences and access to the
Services granted under this Agreement shall
immediately terminate and the method of
access supplied to You will automatically expireTerms of Service
and the Services will cease to operate
immediately; and (b) DoIT may destroy or
otherwise dispose of any of Your Data in its
possession unless DoIT receives, no later than
10 (ten) Business Days after the effective date
of the termination of this Agreement, a written
request for the delivery to You of the then most
recent back-up of Your Data. This will be
delivered to You within 30 days of its receipt of
such a written request, provided that You have,
at that time, paid all fees and charges
outstanding at and resulting from termination
(whether or not due at the date of termination).
You shall pay all reasonable expenses incurred
by DoIT in returning or disposing of Your Data;
and (c) the accrued rights of the parties as at
termination, or the continuation after
termination of any provision expressly stated to
survive or implicitly surviving termination, shall
not be affected or prejudiced.
14.6 Termination of an individual Order Form shall
not terminate the agreement. Termination of an
Order Form in accordance with this clause shall
have the effect that the terminated Order Form
shall be severed from the agreement, which
shall otherwise remain in full force and effect.
14.7 The parties may following termination agree a
30 day transition period for Services to
continue, subject to the payment of an agreed
fee in advance to DoIT.
14.8 If this Agreement is terminated prior to the end
of the Initial Term or any Renewal Term, all
fees payable up to the end of the Initial Term or
any Renewal Term and all other fees due and
payable to DoIT under this Agreement shall be
immediately due and payable to DoIT.
15. MARKETING As agreed by you in writing You
allow DoIT to publish You as a customer of
DoIT for marketing purposes and to use Your
then current trademark logo and name on the
DoIT website. DoIT may from time to time
collaborate with You to produce and publish
customer comments, endorsements, case
studies and other instances of advocacy, for
the purposes of marketing, which You have the
right to amend and / or approve before
publication such approval not to be
unreasonably withheld or delayed. DoIT will
make reasonable efforts to inform You when
and where the publications occur. Whilst DoIT
will use its best endeavours to ensure best
practice, DoIT cannot be held liable for any
inaccuracies or errors in either DoIT marketing
materials or third-party marketing materials.
16. NON-SOLICITATION You shall not, without the
prior written consent of DoIT, at any time from
the date of the Agreement to the expiry of six
(6) months after its termination, solicit or enticeaway from DoIT or employ or attempt to
employ any person who is, or has been,
engaged as an employee or sub-contractor of
DoIT at any point during the term of this
Agreement only. Any consent given by DoIT in
accordance with this Agreement in writing shall
be subject to You paying to DoIT a sum
equivalent to 20% of the then current annual
remuneration of DoIT's employee or sub-
contractor or, if higher, 20% of the annual
remuneration to be paid by you to such
employee or sub-contractor.
17. FORCE MAJEURE
DoIT shall have no liability to You 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 DoIT 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, natural disaster or
default of DoIT's or sub-contractors services for
so long as said cause persists, provided that
You are notified of such an event and its
expected duration.
18. GENERAL
18.1 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.
18.2 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.
18.3 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. 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.Terms of Service
18.4 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. 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.
18.5 You shall not, without the prior written consent
of DoIT, assign, transfer, charge, sub-contract
or deal in any other manner with all or any of its
rights or obligations under this Agreement.
DoIT 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.
18.6 Nothing in this Agreement is intended to or
shall operate to create a partnership, joint
venture, agency, franchise or employment
relationship 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).
18.7 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).
18.8 The provisions of clauses 8, and 10 through 20
shall survive any termination or expiration of
this Agreement in accordance with their terms.
18.9 This Agreement may be executed in any
number of counterparts and by different parties
on separate counterparts, each of which, when
executed and delivered, shall be deemed to be
an original, and all of which, when taken
together, shall constitute but one and the same
Agreement.
19. NOTICES
19.1 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 as set out in
this Agreement or by e-mail to
[Finance@DoIT.Life]. A notice delivered by
hand shall be deemed to have been receivedwhen 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.
20. GOVERNING LAW AND JURISDICTION
20.1 This Agreement and any disputes or claims
arising out of or in connection with it or its
subject matter or formation (including non-
contractual disputes or claims) are governed
by, and construed in accordance with, the law
of England.
20.2 The parties irrevocably agree that the courts of
England have exclusive jurisdiction to settle
any dispute or claim that arises out of or in
connection with this Agreement or its subject
matter or formation (including non-contractual
disputes or claims).13SCHEDULE 1 – DATA PROCESSING OBLIGATIONS1. Definitions
Controller, processor, data subject, personal data, personal data breach, processing and appropriate
technical measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time
in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679)
(UK GDPR), the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder), the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and the guidance and codes of
practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a
party.
2. Data Protection Compliance
2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This
paragraph 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights
under the Data Protection Legislation.
2.2. DoIT may, at any time on not less than 30 days’ notice, revise this schedule by replacing or augmenting
it with any applicable standard contractual clauses or similar terms approved by the relevant regulator.
3. The Parties’ Roles
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the
controller and DoIT is the processor. The table below sets out the scope, nature and purpose of processing
by DoIT, the duration of the processing and the types of personal data and categories of data subject.Data Processing DetailsSubject-matter The provision of services by DoIT under the Terms of Service.Nature and purposeExcept for the administration of the contract with the Customer, the processing
of personal data is entirely incidental to the service provision by DoIT and is
limited to storage and authorised disclosure. No access or changes to, or other
processing of any personal data is carried out as part of the service provision
other than as may be required under the Customer’s specific written instructions.DurationFor the duration of the provision of services under the Terms of Service. Data is
automatically deleted following termination of the Agreement in accordance with
its terms.Types of personal data Volunteer name and email
Categories of Data Subject Enrolled Users and Admin Users
4. Customer’s Responsibilities
Without prejudice to the generality of paragraph 2, the Customer will ensure that it has all necessary
appropriate consents and notices in place to enable lawful transfer of the personal data to DoIT for the
duration and purposes of this Agreement.
5. DoIT’s Responsibilities
Without prejudice to the generality of paragraph 2, DoIT shall, in relation to any personal data processed by
DoIT under this Agreement:
5.1. process that personal data only on the documented written instructions of the Customer unless DoIT is
required by law to otherwise process that personal data. Where DoIT is relying on law as the basis for
processing personal data, DoIT shall promptly notify the Customer of this before performing the
processing required by law unless the law in question prohibits DoIT from so notifying the Customer;14
5.2. ensure that it has in place appropriate technical and organisational measures to protect against
unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or
damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful
processing or accidental loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any measures (those
measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring
confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability
of and access to personal data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
5.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the
personal data confidential;
5.4. only process, or permit the processing, of that personal data outside the UK and the EEA under the
following conditions:
5.4.1. DoIT is processing the personal data in a territory which is subject to adequacy regulations under
the Data Protection Legislation that the territory provides adequate protection for the privacy rights
of individuals; or
5.4.2. DoIT participates in a valid cross-border transfer mechanism under the Data Protection
Legislation, so that it (and, where appropriate, the Customer) can ensure that appropriate
safeguards are in place to ensure an adequate level of protection with respect to the privacy rights
of individuals as required by Article 46 of the UK GDPR.
5.5. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in
ensuring compliance with its obligations under the Data Protection Legislation with respect to security,
breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.6. notify the Customer without undue delay on becoming aware of a personal data breach;
5.7. at the written direction of the Customer, delete or return personal data and copies thereof to the
Customer on termination of this Agreement unless required by law to store the personal data;
5.8. maintain complete and accurate records and information to demonstrate its compliance with this
paragraph and allow for audits by the Customer or the Customer’s designated auditor, only so far as is
necessary in order to demonstrate compliance, provided that the Customer: provides DoIT with no less
than 30 days’ notice of such audit or inspection; and the parties agree the scope, duration, and purpose
of such audit or inspection. If the Customer becomes privy to any confidential information of DoIT as a
result of this paragraph 5.8, the Customer shall hold such confidential information in confidence and,
unless required by law, not make the confidential information available to any third party, or use it for
any other purpose. The Customer acknowledges that DoIT shall only be required to use reasonable
endeavours to assist the Customer in procuring access to any third-party assets, records or information
as part of any audit; and
5.9. inform the Customer if, in its opinion, an instruction infringes the Data Protection Legislation.
6. Third Party Processors
6.1. Customer gives its consent generally to the appointment by DoIT of third party data processors.
6.1.1. DoIT confirms that: (a) it shall impose on all sub-processors the same data protection obligations
as set out in paragraphs 2, 5, and 6; and (b) it shall remain fully liable for the actions of its sub-
processors at all times.
6.2. DoIT shall give the Customer prior notice of the appointment of any new sub-processors and provide
the Customer with full details of the processing to be undertaken by the sub-processor, thereby giving
the Customer the opportunity to object to such appointment. If DoIT so notifies the Customer of any
changes to sub-processors and the Customer objects to such changes, the Customer will be entitled to
terminate this Agreement (without liability for either party, and such termination will be deemed to be a
no-fault termination) if the Customer has reasonable grounds for objecting to such changes by reason
of the changes causing or being likely to cause the Customer to be in breach of the Data Protection
Legislation. Customer must give DoIT at least 30 days’ written notice of such termination.15SCHEDULE 2 - SUPPORT SERVICES1. Availability of the Service
1.1. DoIT will use reasonable endeavours to ensure that the Service is accessible 24/7/365.
1.2. From time to time, downtime will be unavoidable due to scheduled and emergency maintenance.
1.3. DoIT will, wherever possible, notify You 24 hours in advance of any scheduled maintenance.
2. Helpdesk
2.1. DoIT shall make available to You a helpdesk in accordance with the provisions of this Schedule 2.
2.2. DoIT provides access to its standard helpdesk Support Services during UK normal business hours of
09:00 – 17:00, Monday to Friday, excluding weekends and Bank Holidays (“ Normal Business Hours").
We aim to respond to all support requests as soon as practicable and pride ourselves on working
closely with our customers to remedy any issues quickly. A support ticket will be raised for all support
requests and prioritised and actioned in accordance with the terms of this support and maintenance
agreement.
2.3. You may use the helpdesk for the purposes of requesting and, where applicable, receiving support in
accordance with the scope and limitations defined in article 5 of this Schedule 2.
2.4. DoIT shall ensure that the helpdesk is accessible by email or other digital means.
Who can contact DoIT Support?
2.5. Only Admin Users are authorised to contact DoIT for Support Services.
2.6. DoIT will provide Support Services only to that specified set of users but additional Admin Users can be
quickly added in cases of emergency events.
Support Services – Details
2.7. DoIT' technical support team accept queries from Admin Users in Normal Business Hours via e-mail.
Please send emails to support@doit.life to create a ticket.
2.8. DoIT’ support team will endeavour to process support requests, issue support tickets, determine the
source of the problem and respond to the relevant Administrative User. DoIT's technical support will
respond to all support requests within the time periods outlined in the table below, according to priority.
Out of Hours Support
2.9. In the unlikely event that a system outage occurs outside of the support hours detailed above, an Admin
User may e-mail DoIT, or leave a message with the DoIT support service. Support queries out of hours
will not be actioned before the next working day after they are received. As such, receipt of a support
request outside of Normal Business Hours will only trigger our support service and any response time
or target resolution time will start from 0900 GMT the next working day.
2.10. You shall ensure that all requests for support that You may make from time to time shall be
made through the helpdesk.162.11. Scope of helpdesk support comprises of
2.11.1. first line technical support
2.11.2. second line technical and user support.
2.11.3. Digitally published self-serve informational materials in the form of FAQ’s to compliment Your
own first line user support service (if any).
2.12. On raising a support request, the Administrative User shall supply a detailed description of the
issue and where relevant the circumstances in which it arose, and shall submit sufficient material,
information and data to enable DoIT support staff to properly investigate the request and where
necessary duplicate any problem.
2.13. DoIT will not generally accept support requests directly from anyone other than agreed
Administrative Users. Administrative Users should be the point of contact with DoIT’ technical support
team who report support requests that the end user’s IT department cannot resolve themselves after
they have performed a reasonable level of diagnosis and reviewed our documentation, FAQ and
guidance notes [help.doit.life].
3. Response and resolution
Following discussion with the Administrative User, DoIT's technical support team will determine the priority of
any support request, using one of following priorities:
3.1. Support issues raised through the helpdesk shall be categorised as follows:
a) critical: the Services are inoperable or a core function of the Services is unavailable;
b) serious: a core function of the Services is significantly impaired;
c) moderate: a core function of the Services is impaired, where the impairment does not constitute a
serious issue; or a non-core function of the Services is significantly impaired; and
d) minor: any impairment of the Services not falling into the above categories; and any cosmetic issue
affecting the Services.
3.2. DoIT shall determine, acting reasonably, into which severity category an issue falls.
3.3. DoIT shall use all reasonable endeavours to respond to requests for Support Services promptly, and in
any case in accordance with the following time periods:
(a) critical: 1 Business Day
(b) serious: 3 Business Days
(c) moderate: 3 Business Days
(d) minor: 5 Business Days
A business day is any Monday to Friday in the United Kingdom, with the exception of public holidays
(“Business Day”).
3.4. DoIT shall ensure that its response to a request for Support Services shall include the following
information (to the extent such information is relevant to the request): an acknowledgement of receipt of17
the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated
timetable for action in relation to the request.
3.5. DoIT shall use all reasonable endeavours to resolve issues raised through the Support Services
promptly. Wherever possible DoIT aims, but does not commit, to resolve issues in accordance with
following timeframes:
(a) critical: 3 Business Days
(b) serious: 5 Business Days
(c) moderate: 10 Business Days
(d) minor: 21 Business Days
No representation or warranty is given by DoIT that all faults or defects with factors outside of our direct
control will be fixed within a specified period of time nor that any support request, defect or fault which
does not materially affect the Customer's operations using the Services will be corrected.
4. Provision of Support Services
4.1. The Support Services shall be provided online and remotely.
5. Scope and limitations of Support Services
5.1. DoIT shall have no obligation to provide Support Services in respect of any issue caused by:
(a) any factor outside the scope of the Services or Licensee caused or third party-caused outages or
disruptions, or outages or disruptions attributable in whole or in part to events not within DoIT’s
control; or
(b) the improper use of the Services by You;
5.2. If DoIT provides Support Services at Your request and after beginning the provision of those Support
Services, reasonably concludes that it has no obligation to provide those Support Services by virtue of
the exceptions set out in Paragraph 5.1, DoIT may levy additional fees in respect of:
(a) those Support Services; and
(b) any subsequent Support Services provided in relation to the issue with the written consent of You,
at its standard time-based rates.