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In this Agreement the following words and expressions shall have the following meanings:
"Agreed Downtime Hours" means 5 Downtime hours per calendar month.
"Agreed File Format" means Comma Separated Values (CSV).
"Agreement" means these Terms And Conditions (subject to Clause 8) and the Order Form.
"Business Day" means a day (other than a Saturday, Sunday or any public or statutory holiday) on which banks generally are open for business in the City of London.
"Clause" means a clause in these Terms and Conditions.
"Customer" means the person named as the "Customer" in paragraph 1 of the Order Form.
"Data" means all data and other information belonging to the Customer inputted into the TO System.
"Downtime" means a period during the Service Hours during which the TO System is unavailable as a direct result of a Fault or a failure of or fault in any of Two Oars's equipment or systems (but excluding any failure or fault in any equipment or system not owned or controlled by Two Oars (such as for example, a fault in or non availability of, any part of the internet)).
"Fault" means a failure of the TO System to comply with Two Oars's published specifications relating thereto in any material respect (but excluding any failure or fault in any equipment or system not owned or controlled by Two Oars (such as for example, a fault in or non availability of any part of the internet)).
"Fault Level" means a Level 1 Fault, a Level 2 Fault or a Level 3 Fault.
"Intellectual Property Rights" means all copyrights, patents, design rights, trademarks and service marks and applications therefor, together with the goodwill attached thereto, and know-how, trade secrets, rights to confidentiality and all other intellectual property rights throughout the world including all renewals and extensions thereof.
"Initial Term" means a period of 1 month commencing on the Start Date.
"Level 1 Fault" means a Fault which causes or leads to a complete failure of the TO System or any material function of the TO System for more than 3 Service Hours.
"Level 2 Fault" means a Fault other than a Level 1 Fault or a Level 3 Fault.
"Level 3 Fault" means a Fault which can be circumvented by the Customer without difficulty or disruption and which does not cause or lead to a loss of data or data corruption or a Fault which is only minor or cosmetic in nature.
"Losses" means all actions, claims, proceedings, costs, losses, demands, expenses and liabilities of whatsoever nature.
"Monthly Fee" means the monthly fee for the use of the TO System referred to in paragraph 3 of the Order Form, as adjusted from time to time in accordance with this Agreement.
"Named Users" means those employees, servants, agents or representatives of the Customer set up as "Named Users" pursuant to Clause 13.4 as amended pursuant to that clause.
"Order Form" means the order form into which these Terms and Conditions are incorporated.
"Permitted Purposes" means to manage, administrate and control the Customer's business (but shall exclude making the TO System available to any third party).
"Personal Data" means any personal data set out in the Order Form or referred to in Clause 7.1.1.
"Privacy Policy" means Privacy Policy which is set out at here as amended from time to time in accordance with Clause 8.
"Renewal Date" means the numerically corresponding day to the Start Date in each month during the Term (and if there is no corresponding day in such month, the last day of such month).
"Service Level Credit Regime" means the Service Level Credit Regime set out in Clause 19.
"Service Hours" means, subject to the provisions of Clause 10 below, 24 hours a day 7 days a week.
"Services" means Two Oars's obligation set out in this Agreement to make the TO System available for use by the Customer for the Permitted Purposes via the internet, the Support Services and the other Services referred to in this Agreement.
"Start Date" means the date on which Two Oars sends the confirmation of acceptance referred to in Clause 2.3 to the Customer's email address referred to in paragraph 1 of the Order Form.
"Support Services" means the services set out in Clause 18 and any maintenance and/or improvement(s) which Two Oars may carry out from time to time to the Services and which may lead to temporary Downtime.
"Term" means the ongoing period commencing on the Start Date and continuing until termination in accordance with Clause 4.
"Territory" means the United Kingdom of Great Britain and Northern Ireland.
"TO System" means the system referred to in paragraph 2 of the Order Form.
"TO System Licence" means the licence to use the TO System set out in Clause 13.2.
"Two Oars" means Two Oars Limited (registered number 4825633) whose registered office is at 116-118 Windermere Road, London, W5 4TH United Kingdom.
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