Terms

Parties

1. Hotbox Studios Ltd, incorporated and registered in England and Wales with company number 4677263, whose registered office is at c/o Ascot Drummond, Devonshire House, Manor Way, Borehamwood, Hertfordshire WD6 1QQ (“Hotbox”)
2. User of the PAAM App software (“Client”)

1. Definitions

1.1 Unless expressly stated otherwise the following definitions shall apply to the terms used in this Agreement:

“Acceptable Use Policy”

has the meaning set out in clause 12.1.

“Authorised Users”

those employees, volunteer staff and independent contractors of the Client and specified third parties who are entitled to use PAAM through the Hosting Services under this Agreement, as further described in clause 2.2.

“Business Hours”

means 09:00 to 17:00 GMT on any Business Day.

“Business Day”

means Monday to Friday excluding weekends and all bank or other public holidays in England and Wales.

“Confidential Information”

means all information passing from one Party to the other Party relating to the business of the disclosing Party, including but not limited to trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information and customer information proprietary to customers, formulae, suppliers, concepts not reduced to material form, designs, plans and models but excludes information:

1. which is in or becomes part of the public domain other than through breach of this Agreement;
2. which the receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the disclosing Party or its representatives;
3. which the receiving Party acquires from a third party entitled to disclose it.

“Client Content”

means all the materials, information, data, and any other content placed on the Servers by or on behalf of the Client.

“Computer Virus”

means any programs or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software.

“Commencement Date”

means the commencement date of this Agreement as set out in Schedule 1.

“Downtime”

means any period during which PAAM is unavailable due to software or hardware failure or loss of internet connectivity to the Servers.

“Fees”

means Subscription Fees and all other fees and amounts payable by the Client to Hotbox or any other person under this Agreement.

“Hosting Services”

means the services that Hotbox provides to allow the Client to access and use PAAM, including hosting set-up and ongoing services as described in Schedule 1.

“Intellectual Property”

means all intellectual property rights relating to or owned by either Party anywhere in the world (including present and future intellectual property rights) including without limitation Confidential Information, business names, domain names, copyright, database rights, patents, trade or service marks, designs, software, software programs and source code and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights.

“Materials”

means all materials owned by a Party used in the provision of PAAM Services, including software programs and source code.

“PAAM”

Hotbox’s proprietary event management and recruitment software application in machine-readable object code form only as described at paamapplication.co.uk including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Customer under this agreement.

“Party”

means a party to this Agreement.

“Personal Data”

has the meaning given in the UK GDPR and the Data Protection Act 2018.

“Subscription Fees”

means the subscription fees payable by the Client to Hotbox for the use of PAAM calculated as set out in Schedule 1.

“Servers”

means the computer servers and any ancillary equipment used by Hotbox to provide the Hosting Services and otherwise in the performance of its obligations under this agreement.

“Services”

the Hosting Services and any other services to be provided by Hotbox under this Agreement.

“Term”

shall mean the period between the Commencement Date and the end date of this Agreement as specified in clause 6 of this Agreement.

1.2 In this Agreement, unless the context otherwise requires:

1. a reference to any document is a reference to that document as varied, notated or replaced from time to time;
2. the singular includes the plural and vice versa;
3. a reference to a gender includes all other genders;
4. a reference to a person or entity includes a natural person, a partnership, a corporation, trust, association, an unincorporated body, authority or other entity;
5. a reference to a person includes that person’s legal personal representative, successors and permitted assigns;
6. reference to a clause or Schedule is a reference to a clause or Schedule to this agreement.

1.3 Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement.

2. Provision of Services

2.1 Hotbox will provide the Hosting Services to the Client on the terms and conditions of this Agreement and as set out in Schedule 1.

2.2 In relation to Authorised Users:

1. the Client’s access to the Hosting Services shall be limited to individual Authorised Users, being employees, volunteer staff or independent contractors of the Client;
2. the Client shall maintain a written list of current Authorised Users of PAAM, and the Client shall provide such list to Hotbox as may be reasonably requested by Hotbox from time to time;
3. The Client may at any time request access for additional individual Authorised Users. Any such request for additional Authorised Users shall be made in writing. Hotbox shall evaluate such requests and respond to the Client with approval or disapproval of the request at its absolute discretion.

2.3 In relation to PAAM:

1. Hotbox hereby grants to the Client on and subject to the terms and conditions of this agreement a non-exclusive, non-transferable licence to allow Authorised Users to access PAAM through the Hosting Services and to use PAAM solely for the Client’s business purposes;
2. the Client shall not store, distribute or transmit any Computer Virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
3. the rights provided under this clause 2.3 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client;
4. the Client shall not:
   1. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of PAAM except to the extent expressly set out in this agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
   2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of PAAM, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
   3. access all or any part of PAAM or Hosting Services in order to build a product or service which competes with PAAM and/or the Services;
   4. use PAAM or Hosting Services to provide services to third parties; or
   5. subject to clause 14.2, transfer, temporarily or permanently, any of its rights under this agreement; or
   6. attempt to obtain, or assist third parties in obtaining, access to PAAM, other than as provided under this clause 2.3(d); and
5. the Client shall use reasonable endeavours to prevent any unauthorised access to, or use of, PAAM and notify Hotbox promptly of any such unauthorised access or use.

2.4 Account Security

1. The Client is responsible for maintaining the confidentiality of all usernames, passwords and other account credentials used to access PAAM.
2. The Client shall ensure that Authorised Users do not share login credentials with any other person.
3. Hotbox shall not be liable for any loss, damage, unauthorised activity or data access arising from the Client’s failure to maintain the security of its account credentials.
4. The Client shall be responsible for promptly removing access for Authorised Users who no longer require access to PAAM.

2.5 Security Incidents

1. The Client shall notify Hotbox immediately upon becoming aware of any unauthorised access, suspected compromise of account credentials, security incident or breach relating to PAAM.
2. Hotbox may suspend, restrict or terminate access to any account where it reasonably believes such account presents a security risk to PAAM, Client data, other customers or Hotbox systems.

3. Availability

3.1 The Client acknowledges that Hotbox’s systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software faults or upgrades, telecommunication connectivity problems or other causes.

3.2 Subject to the terms of this agreement Hotbox agrees to use all reasonable endeavours to rectify such faults or problems and to restore the system to full operational capacity as soon as reasonably practicable after it becomes aware of them.

3.3 Without prejudice to the terms of clauses 3.1 and 3.2, Hotbox agrees to comply with the provisions in Schedule 1 and Schedule 2 in relation to any Downtime during the Term.

3.4 Service Changes. Hotbox may from time to time modify, enhance, replace or discontinue features of PAAM provided that such changes do not materially reduce the overall functionality of the service.

4. Limitation of Liability

4.1 Hotbox gives no condition, warranty or undertaking and makes no representation to the Client about the suitability of, or fitness of the Services for the Client’s purposes other than those conditions, warranties, undertakings or representations expressly set out in this Agreement.

4.2 Subject to clause 4.3 all warranties, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

4.3 Nothing in this Agreement excludes or limits the liability of Hotbox for:

1. death or personal injury caused by Hotbox’s negligence;
2. fraudulent misrepresentation.

4.4 Subject to sub-clauses 4.2 and 4.3:

1. save as set out in clause 4.5, Hotbox’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the aggregate of the total of Subscription Fees paid to Hotbox by the Client under this Agreement in the period of 6 months immediately prior to the date of the event, omission or other circumstance giving rise to Hotbox’s liability;
2. Hotbox shall not be liable to the Client or any third party for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or howsoever caused which arise out of or in connection with the Agreement, including, without limitation (and without prejudice to any other provisions of this Agreement), loss of profit, loss of business, loss of or corruption of data, loss or depletion of goodwill, loss of anticipated savings or loss of business opportunity.

4.5 Notwithstanding the provisions of clause 4.4(a), the liability of Hotbox or the Client arising under or in connection with any of clauses 8 (Intellectual Property), 18 (Confidential Information) or 21 (Data Processing) shall be limited to GBP five hundred thousand (£500,000) in respect of any one claim or series of related claims.

5. Client Content

5.1 Hotbox will not be responsible for the accuracy and functionality of the Client Content.

5.2 If Hotbox reasonably forms the view that the Client Content of any Web Site may be pornographic, defamatory, misleading or deceptive or otherwise illegal or in breach of any third party’s rights, Hotbox may remove that Client Content from PAAM and shall within twenty-four (24) hours hereafter notify the Client of its removal. The Client shall indemnify Hotbox and hold it harmless against all claims, demands, losses or liabilities suffered or incurred by Hotbox directly or indirectly in connection with any such Client Content.

5.3 Hotbox will have no liability for any loss or corruption of any data stored on Servers or any back-up facilities.

5.4 The Client will maintain adequate insurance cover in respect of any loss or corruption of any data stored on Servers or any back-up facilities.

6. Term

6.1 Subscription Term and Automatic Renewal. This Agreement commences on the Commencement Date and continues on a rolling monthly basis, aligned to the Customer’s individual billing cycle as determined at the time of subscription. The Agreement will automatically renew at the end of each billing cycle unless terminated in accordance with clause 6.2.

6.2 Termination and Notice Period. Either party may terminate this Agreement by giving notice via the platform prior to the next billing date. Upon valid notice, the Agreement will terminate at the end of the current billing cycle. If notice is given part way through a billing cycle, the Services will continue until the end of that billing cycle. No pro-rata refunds shall be provided unless otherwise agreed in writing.

6.3 Fees, Billing, and Price Adjustments. Subscription fees are billed monthly in advance to the Client’s authorised credit or debit card. Hotbox may adjust pricing by giving thirty (30) days’ notice. All fees paid are non-refundable. No pro-rated refunds are given for cancellations.

7. Fees and Payment

7.1 The Client will pay Hotbox the Subscription Fees for PAAM calculated as set out in Schedule 1.

7.2 Unless otherwise expressly stated in this Agreement, Fees payable to Hotbox under this Agreement shall be paid immediately prior to using the system and continuously until cancellation of services by either party.

7.3 Any additional fees and out of pocket expenses and charges will be agreed in writing in advance between the parties and invoiced separately. The Client shall reimburse Hotbox for any such additional fees and out of pocket expenses reasonably incurred by Hotbox.

7.4 The Client will pay VAT and any other applicable taxes at the then prevailing rates on all Fees or other amounts due under this Agreement, subject to the production of a valid VAT invoice by the payee.

7.5 If the Client is in arrears of any payment due to Hotbox under this Agreement, the Client will pay, in addition to the arrears, interest at the rate of four per centum (4%) per annum above the base rate for the time being of The Bank of Scotland plc on all arrears calculated on a daily basis from the date the default occurs until payment is made in full as well before as after judgment.

7.6 Without limiting any other right or remedy available to Hotbox, Hotbox may on giving seven (7) days’ notice, and without having to account for or to repay any money previously paid to it pursuant to the terms of this Agreement, refuse to commence, complete or deliver any Services or otherwise comply with the provisions of this Agreement on Hotbox’s part to be observed or performed if the Client:

1. fails to pay any sums due to Hotbox or to any other person under this Agreement; or
2. otherwise defaults in the due observance and performance of this Agreement.

8. Intellectual Property

8.1 The Parties acknowledge that this Agreement does not have the effect of transferring the ownership of any Intellectual Property.

8.2 Any Intellectual Property owned by either Party and required for the performance by the other Party of its obligations under this Agreement shall be licensed to that other Party on a non-exclusive, royalty-free basis for the sole purpose of fulfilling that Party’s obligations under this Agreement and for the period during which the use of that Intellectual Property by that Party pursuant to this Agreement is required.

8.3 Where the Client places or installs its own Material or Client Content on the Servers, the Client is responsible for ensuring that it has secured all necessary licences and consents required for the performance by Hotbox of its obligations under this Agreement in relation to such Client Content.

8.4 Subject to clause 4.5, the Client shall defend, indemnify and hold harmless Hotbox against all claims, actions, demands, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal and other professional fees) arising out of or in connection with any infringement of any intellectual property of a third party resulting directly or indirectly from any Client Content or any Materials placed by the Client on the Servers or the Client’s use of the Hosting Services.

8.5 Subject to clause 4, Hotbox shall defend, indemnify and hold harmless the Client against all claims, actions, demands, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal and other professional fees) arising out of or in connection with any infringement of any Intellectual Property of a third party resulting solely and directly from the use by the Client of PAAM in accordance with the terms of this Agreement.

9. Proprietary Rights

9.1 The Client acknowledges and agrees that Hotbox and/or its licensors own all intellectual property rights in PAAM and the Services. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of PAAM, the Services or any related documentation.

9.2 Hotbox confirms that it has all the rights in relation to PAAM that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10. Domain Name Registration

10.1 On request, and subject to such additional fees as Hotbox may notify to the Client, Hotbox may register domain names on behalf of the Client. At no time does Hotbox represent that any particular domain name is available for registration. The registration and use of domain names is subject to the terms and conditions of the relevant naming authority. If payments are not received in respect of domain name registrations, Hotbox may cancel or retain them for its own use or for use for other clients. The Client is responsible for ensuring it has the right to use any domain names that are registered through Hotbox and agrees to defend, indemnify and hold harmless Hotbox against all claims, actions, demands, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising directly or indirectly out of or in connection with the registration of any domain names for the Client. In the event of a dispute between the Client and third parties in respect of the rights to domain names, Hotbox retains the right to suspend or cancel any disputed domain names.

11. Marketing

11.1 The Client acknowledges and agrees that Hotbox may use the Client’s name, logos, domain names and trademarks, on its website, sales and promotional materials and via its news and social media channels.

12. On-Line Conduct

12.1 The Client acknowledges that it will comply with the Acceptable Use Policy as published from time to time on Hotbox’s web site at hotboxstudios.co.uk/terms/aup/

12.2 The Acceptable Use Policy is a standard policy for the conduct of Hotbox’s business and is necessary for the orderly and efficient provision of its services to clients.

12.3 In the event of the Client breaching the Acceptable Use Policy, Hotbox retains the right to suspend or terminate the provision of Services and shall within twenty-four (24) hours thereafter notify the Client of such suspension.

13. Equipment and Access

The Client must provide, at its own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to Services. The Client must comply with all applicable legal requirements, rules and regulations that apply to the communications means by which the Client obtains access to Services.

14. Assignment, Sub-Contracting & Sub-Licensing

14.1 Hotbox may in its absolute discretion assign, transfer, charge, sub-contract, sub-license or deal in any other manner with any of its rights or obligations under this Agreement.

14.2 The Client shall not, without the express prior written consent of Hotbox (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract, sub-license or deal in any other manner with all or any of its rights or obligations under this Agreement.

15. Warranties

15.1 Each party warrants that:

1. it has authority to enter and to perform its obligations under this Agreement;
2. it has the ability to perform its obligations under this Agreement.

15.2 Hotbox warrants that:

1. the Services will in all material respects comply with the Hosting Services as set out in the Schedule;
2. it will take commercially practicable and reasonable measures in accordance with current industry standards to protect Client Content from infection, attack or corruption by software viruses or malware.

15.3 The Client warrants that:

1. the use by Hotbox of any works or Materials submitted by the Client to Hotbox under this Agreement will not infringe the rights of any person or contravene any law;
2. at the time of entering into this Agreement it is not relying on any representation made by Hotbox which has not been expressly set out in this Agreement;
3. it will take all reasonable steps to ensure that any software used in connection with services and any material or data provided to Hotbox will be free from any Computer Virus and will not damage or corrupt any other data or system;
4. it is solely responsible for communicating with persons who maintain or access its PAAM system and that it will not divert any complaints or concerns from such persons to Hotbox.

15.4 Hotbox shall not be liable for defects resulting from improper use of services by the Client or by another third party.

16. Indemnity

16.1 Each Party (“the First Party”) indemnifies and undertakes to keep indemnified the other Party, its officers, servants and agents (“the Second Party”) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the Second Party by any person arising out of or as a consequence of an unlawful or negligent act or omission of the First Party, its officers, servants or agents in any way connected with this Agreement whether arising from any failure by the First Party to comply with the terms of this Agreement or otherwise.

16.2 The indemnity extends to and includes all costs, damages and expenses reasonably incurred by the Second Party in defending any such action, proceeding, claim or demands.

17. Termination

17.1 Hotbox may terminate this Agreement at any time with immediate effect by notice in writing to the Client in the event that:

1. The Client fails to pay any Fees or other amounts due to Hotbox or any other person under or in connection with this Agreement and does not make that payment within seven (7) days after receiving notice requiring the Client to do so;
2. The Client fails to perform any of the obligations on its part to be observed or performed pursuant to the Acceptable Use Policy;
3. The Client fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement;
4. Any of the warranties or representations made by the Client contained in this Agreement are false or inaccurate in any material way.

17.2 Either Party shall be entitled to terminate this Agreement at any time with immediate effect by notice in writing to the other if the other Party shall:

1. commit any material breach of any of its obligations under this Agreement;
2. pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
3. make any voluntary arrangement with its creditors or become subject to an administration order;
4. have a receiver or administrative receiver appointed;
5. cease or threaten to cease to carry on business.

17.3 Hotbox may suspend access to PAAM where reasonably necessary to:

1. protect the security or integrity of PAAM;
2. investigate suspected unlawful activity;
3. prevent unauthorised access;
4. address a breach of this Agreement; or
5. where subscription fees remain unpaid.

18. Confidential Information

18.1 Each party may use the Confidential Information of a disclosing Party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing Party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

18.2 Either Party may disclose Confidential Information of the other Party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other Party.

18.3 All documents and other materials containing Confidential Information of either Party will be returned to that Party immediately upon completion of Services.

18.4 The Parties’ obligations to keep information confidential will survive the termination of this Agreement.

18.5 The obligations of confidentiality under this Agreement do not extend to information that:

1. was rightfully in the possession of the receiving Party before any negotiations leading to this Agreement;
2. is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement);
3. is required by law to be disclosed.

19. Force Majeure

19.1 “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, transportation embargo, failure or delay in transportation, including without limitation where Hotbox ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

19.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.

19.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

19.4 If an event of Force Majeure prevents a Party from performing its obligations under this Agreement for a period in excess of 180 days then the Party not affected by the Force Majeure may terminate this Agreement by giving written notice to the affected Party.

20. Notices

20.1 Any notice or other document required to be given under this agreement or any communication between the Parties with respect to any of the provisions of this agreement shall be in writing and be deemed duly given if signed by or on behalf of a duly authorised officer of the Party giving the notice and if left at or sent by pre-paid registered or recorded delivery post or by telex, telegram, cable, facsimile transmission or other means of telecommunication in permanent written form to the address of the Party receiving such notice as set out at the head of the Agreement or as notified between the parties for the purpose of this clause.

20.2 Any such notice or other communication shall be deemed to be given to and received by the addressee:

1. at the time the same is left at the address of or handed to a representative of the party to be served;
2. by post on the day not being a Sunday or public holiday, 2 days following the date of posting;
3. in the case of a telex, telegram, cable, facsimile transmission or other means of telecommunication, on the next following day.

20.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.

21. Data Processing

21.1 Hotbox agrees that to the extent that it processes any Personal Data on behalf of the Client it will acquire no rights or interest in such Personal Data.

21.2 If Hotbox processes any Personal Data on the Client’s behalf when performing its obligations under this Agreement, the parties record their intention that the Client shall be the data controller and Hotbox shall be a data processor and in any such case:

1. the Client acknowledges and agrees that the Personal Data may be transferred or stored outside the country where the Client is located in order to carry out the Services and Hotbox’s other obligations under this agreement provided always that Personal Data shall not be transferred or stored by Hotbox outside the United Kingdom without the Client’s express written consent;
2. the Client shall ensure that the Client is entitled to transfer the relevant Personal Data to Hotbox so that Hotbox may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Client’s behalf;
3. the Client shall ensure that the data subject and any other relevant third parties have been informed of such use, processing and transfer and that the Client has a lawful basis for processing Personal Data in accordance with applicable data protection legislation;
4. Hotbox shall process the Personal Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Client from time to time; and
5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.

22. Third Party Rights

22.1 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 pursuant to the Contracts (Rights of Third Party) Act 1999.

23. Governing Law and Jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Notwithstanding the foregoing, save for any urgent injunctive relief sought, the parties agree to attempt to settle any dispute or claim by negotiations between the parties (in good faith) prior to commencing any formal legal actions.

Schedule 1 — Particulars

Subscription Fees

The Subscription Fees to be paid by the Client for the licence to use PAAM granted to it under this Agreement and the Hosting Services is calculated by reference to the number of vacancies available within the Client’s PAAM system as set out in the current price list at www.paamapp.com/pricing/

Usage Limits

Subscription pricing is based upon the selected service plan and associated usage limits. Hotbox reserves the right to restrict access, suspend services or require an upgrade where usage materially exceeds the subscribed plan.

Free Trial

New clients are entitled to an (up to) sixty (60) day free trial beginning on the date of account creation. A valid payment method must be provided at registration but will not be charged during the trial period. At the end of the trial period, the subscription will automatically convert to a paid monthly plan at the then-current rate unless the Client cancels before the trial expires via the platform. Each person, organisation, company or legal entity is entitled to one free trial only. Hotbox may terminate additional trial accounts opened by the same person, organisation, company or entity at its discretion. Hotbox reserves the right to suspend or terminate a trial account where misuse or abuse of the trial is suspected.

Subscription Term and Automatic Renewal

“Commencement Date” means the date on which the Client’s free trial expires and the first paid subscription fee is successfully collected, or where no trial is taken, the date on which the first payment is successfully processed.

This Agreement begins on the Commencement Date and runs for an initial period of one (1) month.

Following the initial period, this Agreement automatically renews for successive one-month periods until terminated by either party under clause 6.

Fees, Billing and Payment

Subscription fees are billed monthly in advance to the Client’s nominated payment method, beginning on the Commencement Date. All fees are exclusive of VAT and any applicable taxes, which will be added at the prevailing rate.

Price Adjustments

Hotbox may adjust subscription pricing by giving at least thirty (30) days’ written notice. If the Client does not accept the revised pricing, they may terminate this Agreement without penalty by giving written notice before the new pricing takes effect in accordance with clause 6.2.

Payment Failure

If a payment fails, Hotbox will notify the Client and retry the nominated payment method. The Client has five (5) calendar days from the date of the failed payment to provide an alternative payment method or settle the outstanding balance. Service may be suspended if payment remains outstanding after this period.

Non-Refundable Fees

All fees paid are non-refundable. No pro-rated refunds are given. Where the Client is a sole trader, this does not affect any statutory rights available to them under applicable law.

Data Export and Retention

Upon termination of the Agreement, the Client may export its data using the facilities provided within PAAM until the end of the billing period, at which point system access will cease. Hotbox will retain Client data for a period of thirty (30) days following termination of the Agreement. Following this period, Hotbox may permanently delete all Client data without further notice.

Hosting Services

5MB of hosting for data uploads per licence vacancy is provided for PAAM.

Client data deemed “sensitive and personal data” is treated with the highest level of data security; held and manipulated in accordance with the Information Commissioner’s requirements for such data.

All client data is stored with the highest level of data security. Further details of Hotbox’s hosting services can be found at hotboxstudios.co.uk/web-hosting/hampshire-web-hosting

Third-Party Services

Certain features and functionality within PAAM rely upon services provided by third parties, including but not limited to cloud hosting providers, email delivery services, SMS providers, payment processors and background checking providers.

Hotbox shall not be responsible for any interruption, modification, suspension, withdrawal or failure of any third-party service beyond its reasonable control.

Backups

Hotbox performs regular backups of PAAM systems and data. Whilst Hotbox uses reasonable efforts to maintain such backups, Hotbox does not guarantee the restoration or recovery of any particular item of data.

Data Centre Access

Hotbox is responsible for hardware repairs and customers are not permitted to enter the data centre.

Schedule 2 — Downtime and Service Level Agreement

Part 1 — Downtime

1. Subject as set out below, Hotbox guarantees 99% uptime of PAAM and will use all reasonable endeavours to rectify any downtime of PAAM as soon as reasonably practicable after becoming or being made aware of it. Should the Client experience less than 99% uptime within any one calendar month, Hotbox will give credit to the Client of a proportionate amount of the monthly Subscription Fee. Such credit will be applied to the following month’s Subscription Fee. The credit will be calculated depending on the number of hours for which the service was unavailable at 3% of the monthly Subscription Fee per hour, minus the downtime permitted above.

The maximum credit available in any calendar month shall not exceed one month’s Subscription Fee.

2. Hotbox may carry out maintenance or other works to the Client’s PAAM application from time to time and may be required to suspend the Client’s PAAM application while any such maintenance or other works are being performed. Hotbox will use all reasonable endeavours to ensure that any such suspension will take place outside Business Hours. Hotbox shall be entitled to shut down or suspend the Client’s PAAM application for maintenance, updating or repair at any time on a day which is not a Business Day and on Business Days between 20:00 on one Business Day and 06:00 the next Business Day. Any such shutdown or suspension of the Client’s PAAM application shall not constitute Downtime.

3. Exceptions to the above Downtime guarantee:

1. the problem being caused by any equipment, software, or services not purchased from Hotbox;
2. the problem has been caused by using equipment, software, or services in a way that is not recommended or approved by Hotbox;
3. the Client has made unauthorised changes to the configuration or setup of equipment, software, or services;
4. the Client has prevented Hotbox from performing required maintenance and update tasks;
5. the problem has been caused by unsupported equipment, software, or services;
6. the reason for the problem could be reasonably said to be beyond the control of Hotbox, for instance fire, flood, war, act of god;
7. the Client is in breach of this Agreement for any reason;
8. the Client does not notify Hotbox of the problem in a timely manner.

Without prejudice to any other provisions of this agreement, Hotbox’s liability for or in relation to any Downtime is limited to the credit to the monthly Subscription Fees for any Downtime calculated in accordance with this Schedule 2.

Part 2 — Service Level Agreement

1. Interpretation

The following definitions and rules of interpretation apply in this Part 2 of Schedule 2.

1.1 Definitions

Commercially Reasonable Efforts

the same degree of priority and diligence with which Hotbox meets the support needs of its other similar customers.

Contact

a current telephone number and email address to enable the Client to escalate its Support Requests.

Client Cause

any of the following causes:

1. any improper use, misuse or unauthorised alteration of PAAM by the Client;
2. any use of PAAM by the Client in a manner inconsistent with the terms and conditions of use;
3. the use by the Client of any hardware or software not provided or approved by Hotbox in the terms and conditions for use by the Client in connection with PAAM; or
4. the use of a non-current version or release of PAAM.

Fault

any failure of PAAM to operate in all material respects and conditions of use, including any failure or error referred to in the Service Level Table.

Help Desk Support

any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to PAAM.

Higher-level Support

any higher-level support provided.

Out-of-scope Services

either of the following services:

1. any services provided by Hotbox in connection with any apparent problem regarding the Software reasonably determined by Hotbox not to have been caused by a Fault, but rather by a Client Cause or a cause outside Hotbox’s control (including any investigational work resulting in such a determination); or
2. any Higher-level Support provided in the circumstances specified in paragraph 2.3.

Service Levels

the service level responses and fix times referred to in the Service Level Table.

Service Level Table

the table set out in paragraph 4.1.

Solution

either of the following outcomes:

1. correction of a Fault; or
2. a workaround in relation to a Fault that is reasonably acceptable to the Client.

Support Period

the Term and, if requested by the Client, any period during which the Client transfers the Services to an alternate service provider.

Support Request

a request made by the Client in accordance with this schedule for support in relation to the Software, including correction of a Fault.

Support Services

maintenance of the then-current version or release of PAAM, including Help Desk Support and Higher-level Support, but excluding any Out-of-scope Services.

1.2 All initial capitalised terms in this schedule shall have the meaning given to them in this Agreement.

2. Support Services

2.1 During the Support Period Hotbox will perform the Support Services during Business Hours in accordance with the Service Levels.

2.2 As part of the Support Services, Hotbox shall:

1. provide Help Desk Support by means of the following telephone number 01252 849600 and e-mail address support@paamapp.com;
2. where Help Desk Support is not provided within the relevant Service Level response time and the Client escalates its Support Request to an individual of appropriate qualification or experience, provide Higher-Level Support;
3. use Commercially Reasonable Efforts to correct all Faults notified under paragraph 3.3(a); and
4. provide technical support for PAAM in accordance with the Service Levels.

2.3 Any Higher-level Support requested by the Client and provided by an individual whose qualification or experience is greater than that reasonably necessary to resolve the relevant Support Request shall be deemed an Out-of-scope Service, provided that an appropriately qualified or experienced individual was available at the time when the Higher-level Support was sought.

2.4 Hotbox may reasonably determine that any services are Out-of-scope Services. If Hotbox makes any such determination, it shall promptly notify the Client of that determination.

2.5 The Client acknowledges that Hotbox is not obliged to provide Out-of-scope Services.

3. Submitting Support Requests and Access

3.1 The Client may request Support Services by way of a Support Request. If a Support Request is received outside Business Hours, it shall be deemed to have been received at 0900 on the next Business Day.

3.2 Each Support Request shall include a description of the problem and the start time of the incident.

3.3 The Client shall provide Hotbox with:

1. prompt notice of any Faults; and
2. such output and other data, documents, information, assistance and (subject to compliance with all Client’s security and encryption requirements notified to Hotbox in writing) remote access to the Client’s Computer System and Network, as are reasonably necessary to assist Hotbox to reproduce operating conditions similar to those present when the Client detected the relevant Fault and to respond to the relevant Support Request.

3.4 All Support Services shall be provided from Hotbox’s office.

3.5 The Client acknowledges that, to properly assess and resolve Support Requests, it may be necessary to allow Hotbox direct access at the Client’s premises to the Client’s Computer System and Network, and the Client’s files, equipment and personnel.

3.6 The Client shall provide such access promptly, provided that Hotbox complies with all the Client’s security requirements and other policies and procedures relating to contractors entering and working on the Client’s premises notified to Hotbox.

4. Service Levels

4.1 Hotbox shall:

1. prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported; and
2. respond to all Support Requests in accordance with the responses and response times specified in the table set out below:

Definition	Service level response and fix times
Hotbox datacentre down/offline	Level 1 Response: Acknowledgment of receipt of a Support Request within one hour. Level 2 Response: Hotbox will use Commercially Reasonable Efforts to restore datacentre services as soon as reasonably practicable.
Hotbox Servers down/offline	Level 1 Response: Acknowledgment of receipt of a Support Request within one hour. Level 2 Response: Hotbox will fix or replace the faulty Server or provide a temporary fix or workaround within 24 hours of receipt of the Support Request.
PAAM Software Issue	Level 1 Response: Acknowledgment of receipt of the Support Request within one hour. Level 2 Response: Hotbox will, within 24 hours of receipt of the Support Request, provide: an emergency software fix or workaround; or a temporary release or update release which allows the Client to continue to use PAAM in all material respects; or a permanent Fault correction as soon as practicable and no later than 14 days after receipt of the Support Request.

4.2 The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response times.

4.3 Hotbox shall give the Client regular updates of the nature and status of its efforts to correct any Fault.

5. Other Remedies

If a Solution is not provided within the relevant Service Level response time, the Client may escalate the Support Request to:

Helpdesk – 01252 849600 – support@paamapp.com

6. Communications

In addition to the mechanisms for giving notice specified in clause 20 of the Agreement, the parties may communicate in respect of any matter referred to in this Schedule by e-mail (unless specified otherwise).