Client agreement for the supply of labPortal™ hosted web services
This is an agreement for the supply of labPortal web based services (the Service) between:
The company who is paying for the hosted web service (Client) and Analytical Information Systems Limited (AIS).
AIS has no agreement with the Client’s customer(s).
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
| Client | the company who is paying for the hosted web service |
| Customer | the customer of the Client |
| Service | the provision of an internet web site and services where information derived from the Client’s LIMS are published for consumption by Customers using third party web browser software. |
| Host | the third party vendor providing web hosting services. |
| Live Site | web site used to host published live data and documents |
| Test Site | a website used to allow the deployment of new versions of the Service for testing by AIS and the Client. |
AIS shall undertake to provide access to a web site configured by AIS staff or contractors to host the labPortal software and modules, as defined in our formal quotation. The Service is installed on Host hardware to provide Client access to upload data, and to allow the collection of such data by named Client/Customer(s).
AIS will undertake to maintain the software in a professional manner to allow the labPortal package and its modules to perform to the design specifications.
AIS may, from time to time, undertake changes to the software to improve their hosted package. Any significant changes will be advised to our Client via periodic alerts.
AIS will endeavour to provide updates and repairs within a timely fashion.
The Service will be hosted on hardware provided by the Host. AIS cannot be responsible for the services provided by the host in terms of the supply of service, any interruption of the supply of service as from time to time certain POP services, servers or the whole or part of the network may be closed down for routine repair or maintenance work.
Updates and or repairs to the Service will be deployed to the Test Site and will be released to the Live Site when written notification (by email) is provided by the Client.
The Client and Customer must use legal name and valid email address when creating an account on the Service.
A login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.
You the Client and/or the Customer are responsible for maintaining the security of your account and password. AIS cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You, the Client, are responsible for all Content posted onto the Service.
You, the Client, may not use the Service for any illegal or unauthorized purpose.
You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
The Service is provided as a subscription service which will be terminated if the subscription is not renewed. The Client will be notified by AIS of any variation in the Subscription and renewal of the Subscription.
There is currently no limit as to the quantity of information stored on the Service but AIS reserve the right to restrict this in the future if it is deemed necessary.
The frequency of posting data to the Service will be based on timed intervals deemed appropriate by AIS.
The Client may upload or download data to the Service using only the tools provided by AIS as part of the implementation of the Service.
AIS will not be responsible for content of downloaded material for use by any third party software.
The Service is deemed a publishing process and not a storage facility therefore no regular backup of the Service is carried out. All original data must be retained on the LIMS database and in the event of data failure on the Service, the secured data in the LIMS database will be used to repopulate the Service.
It is the Clients responsibility to maintain backup copies of the LIMS database. Modification to the Client’s firewalls or proxy servers, to allow the unhindered transfer of data between the Client’s server and the Service will be the responsibility of the Client.
This Agreement will start on the Commencement Date of the Service and shall continue for a term of 12 months
AIS shall provide the Client with the Service for the fees as set out in our formal quotation.
The annual subscription fees are payable within 30 days from the start of the Service or upgrade of the Service.
AIS may charge interest on all outstanding amounts on a daily basis at the rate of 3% per annum above the base lending rate of Barclays Bank plc in force from time to time, from the date of the invoice until the date of actual payment or judgment has been enforced.
AIS reserve the right to terminate the provision of the Service to the Client immediately if the Client is in default of payment. Such termination is without prejudice to the rights of either party accrued prior to the date of termination.
All annual fees are subject to review one year after the start of the agreement. AIS will inform the Client and provide 30 days’ notice of any changes to the subscription change.
Any enhancements to the Service may be subject to an additional setup fee and annual fee.
The Client acknowledges that AIS is unable to exercise control over the content of information passing over the network and AIS hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature.
The Service will be provided to the client ‘as is’, without warranty or representation of any kind, whether express or implied. AIS disclaims and excluded all such warranties and representations including without limitation any warranty or representation that the service is free of defects and viruses, of satisfactory quality, fit for a particular purpose or non-infringing of third party rights. Further, AIS disclaims any express or implied warranties that might arise from usage of the Service. The Client accepts all risks and liabilities associated with the Client’s and Customers’ use of the Service
AIS shall not be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings).
The Client agrees to indemnify and hold AIS harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by the Client/Customer; and (b) any transmission or receipt of any content or message which the Client/Customer has requested or made using the Service.
The Agreement or any rights or obligations therein without the prior express written consent of AIS.
If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations.
All title, interests, and rights (including intellectual property rights) in the Service provided remain with AIS. The Client acknowledge such title, interest and rights and the Client shall not take any action to jeopardise, limit or interfere in any manner with AIS, interests or rights with respect to the Service including, but not limited to, using its trademarks or trade name. The data uploaded by the Client to the Service remains the property of the Client
AIS reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Client.
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