Ab Initio Systems Ltd
AdminBase Monthly Subscription
Terms and Conditions
This agreement sets out the terms and conditions of your AdminBase Contract until this agreement is terminated under Section 4. Throughout the period of this agreement the software remains our property.
In this Agreement, the following words and phrases shall, unless the context otherwise requires have the following meanings:-
- Ab Initio; We – Ab Initio Systems Ltd of Broxhead House, 60 Barbados Road, Bordon. GU35 0FX
- Customer; You - The person, group of people, or company, who receive AdminBase from Ab Initio under the terms of this Agreement
- Non-hosted – AdminBase software and data files are installed on the Customers hardware and network
- Hosted – AdminBase software and data are hosted on servers provided by Ab Initio Systems Ltd and accessed by the customer via Remote Desktop Services.
- Our Responsibilities to You
- INSTALLATION (NON-HOSTED)– We will remotely install the AdminBase software onto your computer(s). If you wish to have AdminBase installed on more than one computer, it is your responsibility to make sure a working network is in place prior to our installing the software. Note the contract is priced according to the number of users.
- INSTALLATION (HOSTED) - We will install the AdminBase software onto our servers and provide you with user names and passwords to access the software.
- TRAINING – We will provide remote training on the software free of charge as and when required by you up to a maximum of two days (16 hours). If you prefer us to carry out training on your premises this will be charged for at the current daily on-site rate.
- UPDATES (NON HOSTED)- We will make available maintenance updates for download from our website as and when they become available throughout the period of your agreement.
- UPDATES (HOSTED) – We will update the software for you on our servers as and when they become available throughout the period of your agreement.
- SUPPORT – We will provide you with unlimited telephone support and report customisation during the period of this agreement.
- MODIFICATIONS – We will consider requests for modifications to the software to suit your company, but we reserve the right to refuse such requests. This does not include development of additional features. If these are required they will be charged at a price agreed between ourselves at the time.
- CHANGES IN PAYMENT AMOUNT – We will only change the amount of your payment (a) to reflect any change in the rate of Value Added Tax or (b) after the end of the Minimum Contract Period if we give you three months prior notice of a change (c) in the event of you requesting additional user licences and/or software add-ons.
- Your Responsibilities to Us
- MINIMUM TERM – You agree to pay for AdminBase for a minimum period of 12 months.
- PAYMENTS – Payments must be made on or before the monthly due date. Failure to do so will render the software unusable and support will be withheld until payment is received to bring the account up to date.
- REDUCING USERS – If this agreement is for more than one AdminBase user you may reduce the number of users by giving us at least one months written notice ending on a normal payment date after the end of the Minimum Contract Term.
- CARE – You must ensure that the software is used as intended and according to the instructions we will give you.
- COPYRIGHT – The software is protected by copyright and you must not copy it for use on any other computer without our prior agreement.
- ASSIGNMENT – You may not assign or try to assign any or all of your rights and responsibilities under the Agreement. Ownership of AdminBase licenses are not transferable to any other person or company under any circumstances.
- Ending the Agreement
- NOTICE – You may end the agreement by giving us at least one month’s written notice ending on a normal payment date after the end of the Minimum Term. You must pay us any amounts due up to the date on which the agreement ends. If you wish to end the agreement before the end of the Minimum Term, then payment for remaining months at the monthly payment amount will be due before the agreement can be terminated.
- Data Protection – applicable to HOSTED only
- As between the parties the Customer shall own all Intellectual Property Rights in the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
- Subject to the remaining provisions of this Clause 11, in the event of any loss or damage to Customer Data by Ab Initio, the Customer's sole and exclusive remedy shall be for Ab Initio to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ab Initio. Without limitation to the foregoing, Ab Initio shall not be liable for any loss, destruction, alteration or disclosure of Customer Data caused by any third party not under its direct control.
- If Ab Initio processes any Personal Data (as defined in Data Protection Legislation) on the Customer's behalf when performing its obligations under the Agreement, the parties record their intention that the Customer shall be the Data Controller and Ab Initio shall be a Data Processor of such Personal Data and in any such case each party shall comply with its respective obligations under Data Protection Legislation in respect of any Personal Data related to either party's employees, customers and agents which comes into the receiving party's possession. “Data Protection Legislation” means in EU countries, the EC Directive on the protection of individuals with regard to the processing of personal data, the free movement of such data (95/46/EC) (so long as it remains in effect), Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (from the date it takes effect), and all local laws or regulations giving effect to that directive and that regulation and any successor legislation relating to the processing of personal data; the Privacy and Electronic Communications Regulations 2003; and in non-EU countries, any similar or equivalent laws, regulations or rules relating to information or data identifying individuals.
- Without limiting the provisions of Clause (iii):
- Ab Initio shall process Customer Data comprising of personal data (“Customer Personal Data”) only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Customer from time to time;
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Personal Data or its accidental loss, destruction or damage;
- taking into account the nature of the Services, Ab Initio shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the data subject’s rights under Data Protection Legislation with respect to the Customer Personal Data;
- Ab Initio shall not transfer the Customer Personal Data to another party without the Customer's prior written approval;
- the Customer shall ensure that the Customer is entitled to transfer the Customer Personal Data to Ab Initio so that Ab Initio may lawfully process the Customer Personal Data in accordance with the Agreement on the Customer's behalf;
- Ab Initio shall keep a record of any processing of the Customer Personal Data carried out in the course of the Services together with records of Ab Initio’s compliance with its obligations under Data Protection Legislation with respect to the Customer Personal Data (“Records”);
- Ab Initio shall provide the Customer with reasonable co-operation and assistance in relation to the Customer’s obligations under Data Protection Legislation with respect to the Customer Personal Data, taking into account the nature of the Services and the information available to Ab Initio including:
- any request made by a data subject to have access to the Customer Personal Data relating to that person;
- the Customer’s obligations to report a security breach to regulators and data subjects and in the Customer’s dealings with Regulators;
- providing the Customer and regulators with all information and assistance necessary to demonstrate that the Services comply with Data Protection Legislation.
- The cost of such co-operation and assistance referred to in Clause 11.5 shall be at the Customer’s sole cost unless such co-operation and assistance directly relates to Ab Initio’s breach of its obligations in the Agreement in which case such co-operation and assistance shall be at Ab Initio’s cost.
- If Ab Initio becomes aware of any unauthorised or unlawful processing of any Customer Personal Data or that such data is lost or destroyed or has become damaged, corrupted or unusable Ab Initio shall, without undue delay, on becoming aware of any matter described in this Clause 11.7 notify the Customer.
- Title to the Customer Data and all Intellectual Property Rights in it shall remain the property of the Customer.
- Defined terms used in this Clause 6 shall bear the same meaning as those terms are defined in Data Protection Legislation.
Signing of the AdminBase Agreement by the customer constitutes acceptance of the above terms and conditions.