Terms of Service

1. Terms of Service

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)

Service
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 together with the terms of use, acceptable use policy and privacy policy sets out the terms on which Briox provides and the User pays for Briox’s Services.

2. Agreement Period

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. User Obligations

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.

3.2 The Service’s fixed charges (subscriptions) are invoiced (including VAT) in advance on a quarterly or annual basis depending upon your subscription, and in accordance with the terms of use. Other add-on services such as SMS and Print service for example, are billed in arrears depending on the level of usage. The terms of payment are 30 days from the date of issue of the invoice. Upon termination, there is no refund of paid fees.

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.

4.Briox’s Obligations

Briox agrees to provide the Service to the User 24 hours a day, except for planned downtime, subject to the following Service Rate:

Table 1

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:

Table 2

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%
7 Below 95.0% 70%

 

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.

Definitions

Service Hours
Means the time period set out in column 1 of table 1 during which Briox guarantees that it will operate to resolve outages.

Resolution Time 
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.

Table 3

Priority

Start problem analysis

Resolution Target

Resolution Time

Critical

Immediately

Within 4 hours

Solved within 12 hours

High

Immediatly

Within 8 hours

Solved within 3 days

Medium

Within 8 hours

Within 4 days

Solved within 7 days

Low

No commitment

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.

Service Rate
Means the availability of the Service which is measured using the following formula:

SR = (P-L) * 100 / P

where

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.

Fault report
Means fault/error reports that can be sent 24 hours a day all year, by e-mail to, support@briox.uk.

Support
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: support@briox.uk.

Briox is entitled to make changes to the Service.

5. Measurement of Service Rates

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. Price Reduction

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. Excluded Liability

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):

  • errors in the User’s equipment or software;
  • viruses or other attacks on the safety of the User;
  • circumstances beyond Briox’s responsibility area for the Service, such as lack of communication or other products or services from third parties which Briox has not explicitly taken responsibility for;
  • denial of service attacks; or
  • force majeure, which means that Briox is not obliged to pay compensation for loss or damage which the User may suffer as a result of Briox’s inability to fulfil its commitments, having been prevented or significantly impeded by circumstances Briox could not reasonably control or predict, including but not limited to, labour disputes, war, insurrection or riots, mobilisation or unforeseen military call, requisition, confiscation, currency restrictions, export or import restrictions, earthquake, lightning, fire, flood or water damage, general shortage or scarcity in terms of transportation, legislative and regulatory restrictions.

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. Service Faults

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. User Data

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. Data Security

10.1 Authentication and encryption

  • Encrypted communication: All data communication to and from the User’s computer is encrypted using secure sockets layer (SSL) protocol. SLL is the most widely used internet standard for encrypted communication. Briox uses 256-bit SSL encryption and 2048-bit public keys from RSA.
  • Login to the Service: In order to use the Service, the User is required to login with a user name, database name and password.
  • Password protection: Login procedure is fully encrypted, which means that no information is sent as unencrypted text. The User’s password is stored in a one-way encrypted format (with a standardised one-way cipher).
  • Automatic logout: To prevent unauthorised persons access to information if a computer is left unattended, the system automatically logs the User off after the selected time interval. The User can choose to set the automatic logout to 15 minutes, 30 minutes, 1 hour, 2 hours or 8 hours. The User is always responsible for the risk caused by unauthorised use of the Service as a result of the User having left a logged-in computer unattended.
  • Continuous verification of the User: Each call to our servers means a control of the logged-in User.

10.2 Modern co-location

  • Briox’s Services are hosted on its’ own servers in an enterprise grade data centre located in the UK which is monitored 24 hours a day, every day of the year.
  • Fire protection and climate: The data centre is equipped with automatic smoke detection systems and is divided into separate fire zones. The climate control system ensures that the temperature is low and the humidity is optimal.
  • Secondary power supply: The data centre is equipped with a backup power supply system and a diesel generator to ensure power supply to the servers.
  • Internet connection: High-capacity connections ensure customer access to the Service.
  • Entrance to the data centre is granted to authorised staff only.

10.3 System architecture and backups

  • Redundancy in several levels.
  • Firewalls: The Briox server environment and network is protected by firewalls. Moreover, Briox proactively monitors and analyses firewalls and system logs.
  • Database security and backups: Briox has comprehensive backup procedures which ensure continuity of the Service. Encryption of customer passwords remains at backups (when backups are taken). Complete backups are made daily and transferred to two physically separate locations.
  • Virus Protection: All servers are continuously scanned for viruses, Trojan horses and worms.

10.4 Knowledge and information protection

  • Only a few key people know how the safety system is constructed.
  • All staff are bound by a confidentiality and non-disclosure agreements which prevent the dissemination of User information.

11. Damages for Data Security

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. Our Liability

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.

13. Personal Information

Briox registers personal data and other information about the User to the extent necessary for Briox to be able to provide the Service and be able to send information and marketing material to the User. For further information please see Briox’s privacy policy.

14. Assignment

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. Governing Law and Jurisdiction

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).