This Agreement is between Briox Software Limited registered in England and Wales under company number 7471933 with registered office at 207 Regent Street, London W1B3HH, United Kingdom (Briox) and you (User)
Means Briox’s service permitting the remote access and use of the following software applications: Briox Accounting, Briox Invoicing, Briox Order, Briox Purchase Order, Briox CRM, Briox Archive, Briox Time, and any future software available on Briox’s servers, which the User pays for.
This Agreement commences as soon as the User subscribes and pays for the Service. The Agreement period is the same as the chosen payment period and is automatically renewed with the same period unless cancelled or terminated in writing no later than one month before such period expires.
3.1 Unless the parties have agreed otherwise, the prices for the Service are those which are published on Briox website at that given point in time. Price changes due to external factors should be notified in connection with the implementation of such price changes. Briox has a right to increase the fees with immediate effect, if the increase is due to external factors such as changes in exchange rates, taxes or in other public fees or in any other circumstances which have economic importance in relation to the Service. Changes in prices with immediate effect are allowed provided that the external factors are outside of Briox’ control. Briox should notify price changes which are not due to external factors at least 30 days in advance of the change in fees. The User has a right to terminate the agreement with 30 days notice.
3.3 The Agreement does not transfer any intellectual property rights in the Service from Briox to the User. The User is not permitted to copy, modify or in any other way manipulate the software or any other material pertaining to the Service, nor transfer or grant rights to that software or material to a third party, unless agreed in writing with Briox.
3.4 The User warrants and agrees to enter the correct information when registering as a User with Briox. The User is responsible for the secure storage of the provided username and password. The User also commits to notify Briox if the login details have been lost or if a third party may have had access to such details. The User is responsible for any unauthorised use of the Service. The User can request, in writing, that access to the Service via the User’s username and password is blocked or that the User is provided with a new password.
3.5 The User warrants and agrees to only use the Service for lawful purposes and to keep Briox indemnified in full against any claim made against Briox by a third party as a result of the User’s use of the Service (including but not limited to claims for infringements on third party intellectual property rights).
3.6 The User warrants and agrees that it shall at all times comply with all applicable English and Welsh laws when using the Service (including but not limited to applicable data protection legislation and copyright legislation).
3.7 The User is responsible for ensuring that third party applications such as web browsers, PDF-readers, toolbars, anti-virus software as well as firewalls are properly installed and allow traffic to the websites referred to by Briox. The User is also responsible for any possible payments in relation to third party applications.
3.8 The User acknowledges that Briox does not provide accounting advice, but only technical support related to Briox products. The User remains ultimately responsible for the accuracy of the financial data and reports within the software and should gather professional advice where required.
3.9 The User acknowledges that the default configuration of Briox is only indicative and does not constitute the receipt of accounting advice.
Briox agrees to provide the Service to the User 24 hours a day, except for planned downtime, subject to the following Service Rate:
|Service Hours||Action Time||Service Rate||Fault Reporting||Support|
|Mon-Fri (excl.Bank holidays) 9am – 5pm||12 hours withing Service Hours||99,8%||Everyday 24 hours/day||Mon -Fri(excl. Bank holidays) 9am – 5pm|
Briox agrees to keep the Service Rate at 99.8% or higher. If the Service Rate during the Agreement period is below 99.8% on Service Hours, the User may demand the following compensation payments:
|Reduction Level||Service Rate%||Compensation payment of the fee|
|1||Below 99.8% but above 99.0%||10%|
|2||Below 99.0% but above 98.5%||20%|
|3||Below 98.5% but above 98.0%||30%|
|4||Below 98.0% but above 97.5%||40%|
|5||Below 97.5% but above 96.0%||50%|
|6||Below 96.0% but above 95.0%||60%|
Downtime in excess of a total of five (5) working days in the course of a quarter (the equivalent of a Service Rate of less than 94.4%) is considered to be a material breach of this Agreement and gives the User the right to terminate this Agreement with immediate effect and obtain damages subject to clause 12.
Means the time period set out in column 1 of table 1 during which Briox guarantees that it will operate to resolve outages.
Means the maximum time within which an outage should be corrected. When calculating the Resolution Time the starting point is when the User registers a fault report in the Briox fault tracking system (which can only occur during Service Hours) and the finishing point is when Briox delivers a completion report to the User that such fault is corrected. A so-called fault case is opened when the User registers a fault report.
Fault reports submitted by the User are categorised as follows:
Critical – Reduced functionality in the Service which has an extreme and serious impact on the User’s operation of the Service or there is outage of the Service (excluding planned downtime).
High – Reduced functionality in the Service which has a serious impact on the User’s operation of the Service.
Medium – Reduced functionality in the Service which has a minor impact on the User’s operation of the Service.
Low – Reduced functionality in the Service which only has little impact on the User’s operation of the Service and the User can use the Service unhindered.
Start problem analysis
Within 4 hours
Solved within 12 hours
Within 8 hours
Solved within 3 days
Within 8 hours
Within 4 days
Solved within 7 days
within 12 days
Solved within 30 days
If the guaranteed Resolution Time is exceeded on more than four (4) occasions during a quarter, it can be considered a material breach of this Agreement which gives the User the right to terminate this Agreement with immediate effect.
Means the availability of the Service which is measured using the following formula:
SR = (P-L) * 100 / P
SR = Service Rate in percent
P = Agreement period measured in number of minutes
L = Lost time within period P measured in number of minutes which can be defined as downtime
Downtime refers to significant errors which lead to the Service not being available to the User. Downtime should be reported to Briox.
Means fault/error reports that can be sent 24 hours a day all year, by e-mail to, firstname.lastname@example.org.
Means the support that is provided for Service-specific issues. Questions regarding the application of the rules concerning the usage area of the Service, and corrections needed due to the wrong usage of the software applications are not included in the support. Support is provided either over the phone 0203 630 0740 or via e-mail: email@example.com.
Briox is entitled to make changes to the Service.
Briox pays for and implements systems which can measure the agreed Service Rates. The point of measurement for Service Rate is the outgoing connection (router) to the WAN from where the Briox server is located. Due to the Service being dependent on the normal functioning of internet, the User understands, agrees and accepts that interruptions, delays, bugs and similar obstacles on internet do not constitute a fault in the Service.
6.1 The User is entitled to a reduction of the fee according to table 2 in clause 4, if Briox does not meet the promised functionality and accessibility in accordance with clause 4.
6.2 Briox is only responsible for failure to comply with the agreed Service Rate under the terms of this clause 6. The User has no right to further damages or any other form of compensation due to deviations from the Service Rates subject to clause 12.
7.1 Briox is not liable for failure to comply with the agreed Service Rate as long as Briox can show that this was caused by one of the following circumstances (provided that such circumstance is not directly attributable to Briox):
7.2 Subject to clause 12.3, Briox is not liable for any third party solutions that are available and/or integrated in the Service (including but not limited to bank and currency feeds/calculators). Briox is not liable for the accuracy, completeness, quality or reliability of the information or results obtained through such third party solutions. Briox is not liable for the availability, security and functionality of third party solutions, including any damages and/or loss arising from the use of such third party solutions.
8.1 In the event of a fault in the Service so that the processing of the User’s data gives rise to an incorrect result Briox will, as soon as reasonably practicable, re-process the User’s data at Briox’s expense, subject to clause 12.
8.2 Briox’s responsibility under clause 8.1 only applies if: (i) the User has fulfilled all the commitments set out in clause 3, (ii) the fault in the Service has been reported to Briox by the User within thirty (30) days of the User discovering or ought to have discovered such fault, and (iii) the User provides Briox with the necessary data to be able to re-process the User’s data in accordance with clause 8.1.
9.1 The User owns all the rights in the User’s data and Briox does not obtain any rights in the User’s data, or part thereof, under this Agreement.
9.2 Upon a termination of this Agreement, the User is responsible for retrieving the User data which the User may need for future use.
9.3 If this Agreement has been terminated because of a failure to pay the fee, the User’s data is stored for a maximum of 30 days, after which Briox has the right to delete the User’s remaining data from Briox’s servers.
9.4 Briox’s liability for the User’s data is limited as stated in clause 8.
10.1 Authentication and encryption
10.2 Modern co-location
10.3 System architecture and backups
10.4 Knowledge and information protection
Subject to clause 12, if the User suffers damage as a result of deficiencies in Briox’s data security, negligence or deviations from Briox’s promises, or due to negligence on the part of any Briox’s supplier, Briox will compensate the User.
12.1 Subject to clause 12.3, if we fail to comply with these terms, Briox shall only be liable to you for the fee for the last payment period paid by you for the Service and, subject to clause 12.2, any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
12.2 Subject to clause 12.2, Briox will not be liable for losses that result from our failure to comply with these terms that fall into the following categories even if such losses result from our deliberate breach:
a) loss of income or revenue;
b) loss of business;
c) loss of profits;
d) loss of anticipated savings;
e) loss of data; or
f) waste of management or office time.
However, this clause 12.2 will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (c) inclusive of this clause 12.2.
12.3 Nothing in this agreement excludes or limits Briox’s liability for:
a) death or personal injury caused by Briox’s negligence;
b) fraud or fraudulent misrepresentation; or
c) any other matter for which it would be illegal for Briox to exclude or attempt to exclude its’ liability.
12.4 For compensation to be paid under this agreement, a claim has to be presented within two months from when the damage was discovered or should have been discovered.
14.1 Subject to clause 14.2, no party may assign any of its rights under this Agreement or any document referred to in it.
14.2 Briox may assign its rights to any member of its group who shall be entitled to enforce this agreement as if it was Briox.
15.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales 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).