DTx Terms & Conditions

1. Definitions 

In these Terms and Conditions, the following terms have the following meanings:

2. Agreement & Term 

2.1 The parties’ contract on this agreement and a completed & mutually signed contract.

2.2 This Agreement shall be effective from the Start Date detailed on the contract and shall continue in full force and effect for the Subscription Term unless the Service is terminated earlier in accordance with the provisions of clause 8.

3. Fees and Payment 

3.1 Unless agreed on the Order, the Fees:

3.1.1. Shall be invoiced annually in advance at the commencement of the Subscription Term.

3.1.2. are non-refundable.

3.1.3. are payable within 30 days of the date the Order is signed by both parties.

4. Infoshare+’s Principal Obligations

4.1 Infoshare+ grants the Customer the non-transferable and non-exclusive right to allow the Permitted Users to use the DTx Service solely for the Customer’s own municipal operations.

4.2 Infoshare+ shall use reasonable endeavours to:

4.2.1. Make the DTx Service available to the Customer during the Service Hours

4.2.2. Ensure that the DTx Service is provided in accordance with its Service Description.

4.2.3. Provide access to Customer’s nominated points of contact via phone and email during Service Hours to a helpdesk service to resolve errors in the Software or Service, address Service non-availability, and deal with requests for enhancements of the Service by the Customer.

4.3 Infoshare+ may, following a notification to the Customer, modify, enhance, replace, or make deletions to part(s) to the DTx Service to improve the DTx Service.  In the event the Customer is dis-satisfied with such changes, the Customer may terminate its Subscription in accordance with the provisions of clause 8.

5. Customer Obligations

5.1 The Customer may add or remove Permitted Users from time to time.  The Customer warrants the maximum number of Permitted Users shall not exceed the number of User Subscriptions it has purchased. If the Customer believes that it may be exceeding the number of Permitted Users, it has an obligation to:

5.1.1. Reduce the number of Permitted Users, or

5.1.2. Purchase additional User Subscriptions.

5.2 The Customer acknowledges that the Service provides functionality the Customer can use to manage aspects of its undertaking, but that the Customer must set up the Service to achieve the ends it desires. Customer accepts that setting the Service up to achieve the Customer’s goals is the Customer’s responsibility and that Infoshare+ does not warrant that any specific goal can be achieved unless it is expressly set out in this Contract (including Service Description).

5.3 The Customer agrees that it will not use the Service or Software:

5.3.1. To manage the activities or business of any other council, authority, business, or person.

5.3.2. To provide its services to any person other than the Permitted Users.

5.4 The Customer shall ensure that the Service is not used by the Permitted Users, the Customer’s employees, its contractors, or any of the third party:

5.4.1. In a way which is offensive, indecent, menacing, a nuisance or defamatory.

5.4.2. to send, knowingly receive, upload, download, store, display or use any material which is offensive, abusive, indecent, defamatory, obscene, or menacing or which is in breach of any Intellectual Property Right, privacy or any other third party right.

5.4.3. Fraudulently or in connection with the commission of any criminal offence (including the improper use of a public electronic communications network in breach of section 127 of the Communications Act 2003; or any unauthorised access or denial of service attacks in breach of section 1, 2, or 3 of the Computer Misuse Act 1990 or to commit an offence under the Regulation of Investigatory Powers Act 2000).

5.4.4. To “spam” or to send or provide unsolicited advertising or promotional material or to knowingly receive responses from “spam” or unsolicited advertising or promotional material sent or provided by the Customer or any third party acting on behalf of any of them.

5.4.5. To “phish” or otherwise seek information about any person’s accounts or personal details, other than during the Customer’s normal and legal business.

5.5 The Customer shall be responsible for password management and Infoshare+ shall not be responsible for any unauthorised access made to the DTx Service and/or Customer Data because of lost passwords or poor password practices.

5.6 All access to the DTx Service made through a valid logon and password will be treated as made by the individual to whom that logon and password was issued.

5.7 The Customer acknowledges that the Permitted Users will need reasonable access to the internet and a browser.  It is the Customer’s sole responsibility to arrange such access and to maintain network connections and telecommunications links from its systems to the Service.  All problems, delays, delivery failures and other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet shall be the responsibility of Customer.

6. Customer Data and Data Protection

6.1 The Customer is the Data Controller in accordance with the Data Protection Legislation.

6.2 The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, appropriateness, and copyright of all Customer Data the Customer uses the DTx Service to store.

6.3 Infoshare+ shall:

6.3.1. Process the Customer Data only to the extent, and in such a manner, as is necessary for the purposes specified in this Agreement.

6.3.2. Process the Customer Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments.

6.3.3. Ensure the appropriate organisational, physical, and technical safeguards to prevent:

(a)      unauthorised access to the Customer Data

(b)      unauthorised processing of the Customer Data.

(c)      accidental loss, damage, or destruction of the Customer Data.

6.3.4 Ensure that access to the Customer Data is limited to those employees of Infoshare+ who need access to the Personal Data to meet Infoshare+’ obligations under this Agreement; and in the case of any access by any employee, such part or parts of the Customer Data as is strictly necessary for performance of that employee’s duties.

6.3.5 Notify the Customer immediately if it becomes aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Customer Data. Infoshare+ will use commercially reasonable efforts to correct or restore the Customer Data as quickly as possible.

6.4 Both parties shall comply with the DTX Data Processing Agreement

6.5 Access to Customer Data will, by default, be restricted to only the Customer meaning Infoshare+ users will not have access to it without express permission. Permission and access are granted directly through the DTX system by Customer admin users. 

6.6 Infoshare+ employs the use of compliant data-sub processors to fulfil its service and maintains that adequate controls and checks will be in place to monitor GDPR compliance, as outlined in the Data Processing Agreement.

7. Suspension

7.1 Infoshare+ reserves the right to suspend the Customer’s access to and use of the DTx Service for any accounts.

(a) for which payment is due but unpaid but only after Infoshare+ or Infoshare+ Partner has provided the Customer with two payment requests and at least thirty (30) days have passed since the transmission of the first payment request, or

(b) for which the Customer has not placed an Order with Infoshare+ for an extended Subscription Term and has not notified Infoshare+ of its desire to renew the Service by the end of the Subscription Term detailed in the Order.

8. Termination

8.1 This Agreement and the Customer’s right to use the Services will terminate where notice is served by either party, otherwise a new annual subscription will be invoiced. This will become due where notice of cancellation is not issued to Infoshare+.

8.2 The Customer shall be entitled to cancel its subscription with 1 months’ notice any time after the Initial Subscription Period without penalty.

8.3 This Agreement may be terminated by either party if the other party has a receiver or administrator appointed over any or all of its undertakings or assets or passes a resolution for winding up otherwise than for the purpose of a bona fide scheme of reconstruction (or a court competent jurisdiction makes an order to that effect), enters into a voluntary arrangement with creditors, becomes subject to an administration order or ceases to carry on in business.

8.4 Either party may immediately terminate this Agreement in the event the other party commits a material breach of any provision of this Agreement which is not cured within six weeks of written notice being given to that party by the non-breaching party.

8.5 The Customer acknowledges that following termination in accordance with this clause 8:

8.5.1. Infoshare+ may immediately prevent access to the Customer’s account and that following a period of not less than ninety (90) days shall be entitled to delete the Customer’s account and all associated Customer Data, and

8.5.2. During this 90-day period and upon the Customer’s request, Infoshare+ will grant the Customer limited access to the DTx Service for the sole purpose of retrieving the Customer Data, provided that the Customer has paid in full for Services plus related taxes. The Customer agrees and acknowledges that after the expiry of such 90-day period Infoshare+ shall have no obligation to retain Customer Data and that Customer Data may be irretrievably deleted.

8.5.3. During this 90-day period Infoshare+ will provide the Customer with an export of the Customer Data.  The exported data will be provided as copy of the DTx database (in MySQL format), exports of all the database tables in MS Excel/CSV format, and copies of all files (e.g. MS Word documents, pdf’s, etc.) uploaded to DTx by the Customer, or in the format specified by the Customer. Alternatively, upon the Customer’s request, Infoshare+ shall delete all Customer Data and provide written confirmation to the Customer of the same within 30 days.

9. Intellectual Property

9.1 The intellectual property rights in the Customer Data shall remain the property of the Customer and Infoshare+ shall have no rights in or to the Customer Data other than the licence to use them for the purposes in accordance with this Agreement.

9.2 The Intellectual Property Rights in the Software and Service shall remain owned by Infoshare+ (or its licensors). No rights are granted to the Customer in relation to the Intellectual Property Rights in the Software and Service.  Nothing herein shall be construed or give any effect to any transfer of right, title, or interest in Infoshare+’s intellectual property.

9.3 Infoshare+ warrants that it has the appropriate intellectual property rights, skills, knowledge, experience, techniques, materials, concepts, and know-how required to provide the DTx Service and meet its obligations under this Agreement.

10. Warranties, Disclaimers, and Exclusive Remedies

10.1 Infoshare+ warrants that during the Subscription Term:

10.1.1. the DTx Service will achieve in all material respects the functionality described in the Service Documentation applicable to the Services purchased by the Customer.

10.1.2. the functionality will not be materially decreased during the Subscription Term.

10.1.3. the DTx Service will meet the service levels specified in the Service Level Agreement listed in Schedule 2.

10.2 Infoshare+ does not warrant that the DTx Service will be error-free. Any error brought to Infoshare+’s attention by the Customer shall be resolved as soon as possible.

10.3 The Customer’s primary remedy for Infoshare+’s breach of this warranty shall be that Infoshare+ shall be required to use reasonable efforts to modify the DTx Service to achieve in all material respects the functionality described in the Service Documentation. If Infoshare+ is unable to restore such functionality, the Customer shall be entitled to terminate the Agreement and shall be entitled to a pro-rata refund of the Subscription Fees paid under the Agreement, for the terminated portion of the Subscription Term.

10.4 Infoshare+ shall have no obligation with respect to any claim under the above warranties unless notified of such a claim within thirty (30) days of the first instance of the performance of the deficient Services. Such notice must be sent to email address enquiries@DTx.co.uk

11. Limitation of Liability

11.1 Neither party seeks to limit or exclude its liability for death or personal injury caused by negligence for which it is responsible, nor in respect of fraud or fraudulent misrepresentation.  No provision of this Agreement shall be interpreted as attempting to exclude or limit such liability or any other liability which cannot be limited or excluded by Law.

11.2 Except for any liabilities that may arise under clause 11, Infoshare+’s maximum liability for any damages arising out of or related to this agreement or the Customer’s Order, whether in contract or tort, or otherwise, shall be limited to the 125% of the annual Fees paid to Infoshare+ by the Customer.

12. Liabilities for Data Protections Breach

12.1 If financial penalties are imposed by the Information Commissioner on either the Customer or Infoshare+ for a Personal Data Breach (“Financial Penalties”) then the following shall occur:

12.1.1. if in the view of the Information Commissioner, the Customer is responsible for the Personal Data Breach, in that it is caused because of the actions or inaction of the Customer, its employees, agents, contractors (other than Infoshare+) or systems and procedures controlled by the Customer, then the Customer shall be responsible for the payment of such Financial Penalties. In this case, the Customer will conduct an internal audit and engage at its reasonable cost, when necessary, an independent third party to conduct an audit of any such Personal Data Breach. Infoshare+ shall provide to the Customer and its third-party investigators and auditors, on request and at Infoshare+’s reasonable cost, full cooperation, and access to conduct a thorough audit of such Personal Data Breach.

12.1.2. if in the view of the Information Commissioner, Infoshare+ is responsible for the Personal Data Breach, in that it is not a Personal Data Breach that the Customer is responsible for, then Infoshare+ shall be responsible for the payment of these Financial Penalties. Infoshare+ will provide to the Customer and its auditors, on request and at Infoshare+’s sole cost, full cooperation, and access to conduct a thorough audit of such Personal Data Breach; or

12.1.3. if no view as to responsibility is expressed by the Information Commissioner, then the Customer and Infoshare+ shall work together to investigate the relevant Personal Data Breach and allocate responsibility for any Financial Penalties as outlined above, or by agreement to split any financial penalties equally if no responsibility for the Personal Data Breach can be apportioned. If the Parties do not agree such apportionment, then such Dispute shall be referred to the Dispute Resolution Procedure set out in Clause 34 of the Core Terms (Resolving disputes).

12.2 If either the Customer or Infoshare+ is the defendant in a legal claim brought before a court of competent jurisdiction (“Court”) by a third party in respect of a Personal Data Breach, then unless the Parties otherwise agree, the Party that is determined by the final decision of the court to be responsible for the Personal Data Breach shall be liable for the losses arising from such Personal Data Breach. Where both Parties are liable, the liability will be apportioned between the Parties in accordance with the decision of the Court. 

12.3 In respect of any losses, cost claims or expenses incurred by either Party because of a Personal Data Breach (the “Claim Losses”):

12.3.1. if the Customer is responsible for the relevant Personal Data Breach, then the Customer shall be responsible for the Claim Losses.

12.3.2. if Infoshare+ is responsible for the relevant Personal Data Breach, then Infoshare+ shall be responsible for the Claim Losses: and

12.3.3. if responsibility for the relevant Personal Data Breach is unclear, then the Customer and Infoshare+ shall be responsible for the Claim Losses equally.

12.4 Nothing in either clause 12.2 or clause 12.3 shall preclude the Customer and Infoshare+ reaching any other agreement, including by way of compromise with a third-party complainant or claimant, as to the apportionment of financial responsibility for any Claim Losses because of a Personal Data Breach, having regard to all the circumstances of the Personal Data Breach and the legal and financial obligations of the Customer.

12.5 This clause 12 shall survive the termination of this agreement.

13. Confidentiality

13.1 Each party may be given access to Confidential Information from the other party to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

            (a) Is or becomes publicly known other than through any act or omission of the receiving party.

            (b) was in the other party’s lawful possession before the disclosure.

            (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

13.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

13.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

13.4 Neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.

14. Freedom of Information

14.1 Infoshare+ acknowledges that the Customer is subject to the requirements of the Code of Practice on Government Information, the Freedom of Information Act 2000 (“the FOIA”), the Environmental Information Regulations 2004 (“the EIR’s”) and other statutory requirements, guidance and codes of practice issued by the Information Commissioner or relevant Government departments and Infoshare+ agrees to assist and co-operate with the Customer (at Infoshare+’s expense except insofar as otherwise agreed in writing) to enable the Customer to comply with its Information (as defined in Section 84 of the FOIA) obligations.

14.2 Infoshare+ acknowledges that designation by Infoshare+ or the Customer of any information as Confidential Information is indicative only of the status of such information and that irrespective of such designation the Customer may disclose or publish such information in accordance with the provisions of this Clause 14 (Freedom of Information).

14.3 Infoshare+ shall and shall procure that any Sub-Contractors shall:

14.3.1 transfer to the Customer any Requests for Information, or an apparent request, under the Code of Practice on Access to Government Information, the FOIA or the EIR’s that it receives as soon as practicable after receipt and in any event within two (2) Working Days of receiving such Request for Information.

14.3.2 provide the Customer with a copy of all Information in its possession or power in the form that the Customer requires within five (5) Working Days (or such other period as the Customer may specify) of the Customer requesting that Information; and

14.3.3 provide all necessary assistance as reasonably requested by the Customer to enable the Customer to respond to a Request for Information within the time for compliance set out in Section 10 of the FOIA or Regulation 5 of the EIR’s.

14.4 Infoshare+ acknowledges that the Customer may, acting in accordance with the Department of Constitutional Affairs’ Code of Practice on the Discharge of Functions of Public Authorities under Part 1 of the FOIA (“the Code”) and freedom of information best practice for local authorities:

14.4.1 disclose Information under the FOIA or the EIR’s without consulting Infoshare+; or

14.4.2 disclose Information under the FOIA or the EIR’s following consultation with Infoshare+ and having taken its views into account provided that where this Clause 14 (Freedom of Information) applies, the Customer shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give Infoshare+ advanced notice of the disclosure, or failing that, to draw the disclosure to Infoshare+’s attention after any such disclosure.

14.5 Infoshare+ agrees that notwithstanding any other clause in this Agreement, Infoshare+ hereby consents to the Customer publishing the Agreement in its entirety, including from time-to-time agreed changes to the Agreement, to the public irrespective of whether such publication is pursuant to a Request for Information or otherwise.

15. Publicity

15.1 The Customer and Infoshare+ agree that each party may disclose that they share a business relationship, and the Customer subscribes to the DTx Service. Further details of the business relationship shall not be disclosed without the express consent of both parties.

16. Force Majeure

16.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control including events such as, but not limited to: strikes, lock-outs and labour disputes (other than by its own work force); acts of God; war; terrorism; riot; civil commotion; malicious damage; compliance with any new law or governmental order, regulation or direction; major accident; fire; flood; or storm.

17. Jurisdiction

17.1 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 law of England.

17.2 The parties irrevocably agree that the courts of England 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).

18. Entire Agreement

18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each party acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

Schedule 1 – Service Management

Support Procedures

Technical support requests can be logged by any one of the Customer’s Authorised Contacts.

Standard support services are available 9am to 5pm for functional issues, except for public holidays.

Optional extended support on the cloud platform (no application feature support) is available. Support is provided by a dedicated Service Desk during standard support hours (extended hours can be arranged on a short or long-term basis at additional charge).

The Service Desk provides access to first, second- and third-line support. Incidents can be logged by:

•          Contacting the Service Desk telephone number –

•          Submitting a request via the web-based Customer Support System

•          Submitting a request via email.

All support incidents will be prioritised according to impact and urgency.

The Customer should endeavour to provide as much information as possible relating to the case, including the name of the user experiencing the issue, date and time, and user screen, function, or report.

Infoshare+ will respond to incidents in the times set out below (target first response time) and will take all reasonable steps to achieve the target resolution time according to the Customer’s SLA detailed in Schedule 2.

The client has the right to escalate calls of urgency; escalation procedures exist to ensure that all required resources are assigned to a critical problem.

Planned maintenance windows, when the service will be unavailable, will be agreed with the customer, with updates usually being within standard working hours. Customers can agree out of hours updates at an additional charge.  Infoshare+ will agree with customers a notice period where possible of scheduled maintenance tasks.

Feature Requests

Infoshare+’s aim to provide the highest quality case management tool with DTX and as such there is always opportunity to grow, change and adapt the tool to better fit the needs of its clients.

All suggested feature requests will be taken into consideration by the DTX team and if they are beneficial to all the DTX customers, will be developed and integrated into the DTX platform free of charge.

Release dates will be agreed upon and customer’s will be appraised of progress accordingly. Where feasible advanced notice will be published through DTX and by email of upcoming releases.

Schedule 2 -Service Levels

Availability

Infoshare+’s standard core hours are 9am-5pm, Monday to Friday (excluding UK Bank holidays).

Access to the cloud service (remote access to data centre, domain names, network connections, IP addresses, hosted software, and equipment) during core hours will have an uptime availability of 99.99%.

Outside of core hours, uptime availability of the cloud service will be agreed with the customer and the solution architected appropriately.

Support Service

A full help desk service will be provided during business hours. All calls or queries, through whichever channel are handled by the central help desk on the computerised logging system. Each call is allocated a Severity Level priority as follows:

1.          Critical Priority

2.         Urgent Priority

3.         Normal Priority

4.         Minor Priority

5.         Low Priority

The primary means of logging all incidents and queries is via email to the Infoshare+ Help Desk with secondary means via the telephone.

Infoshare+ will respond to incidents relating to the application in the times set out below and will take all reasonable steps to achieve a resolution within the target resolution timescale.

Support requests are categorised/prioritised based on the nature of the request and the impact the issue is having on the user’s use of the system.  This will be confirmed with the user submitting the support request.

Infoshare+’s standard response times are:

Level	Description	Initial Response Time	Target Resolution Time
Critical	A problem where the DTx service is unavailable or not functioning, or where there is a major feature failure or production data loss or corruption, or where there is a security breach which exposes customer data to third parties.	< 30 minutes	< 4 hours
Urgent	A problem which seriously affects the customer’s use of the DTx service for necessary business-level operations such that the customer’s business is significantly disrupted. A workaround may exist, but it is inconvenient or impractical.	< 30 minutes	< 1 working day
Normal	Medium-to-low business impact problem which causes partial non-critical functionality loss. A problem has been identified but the resolution is not critical to the service being provided. This kind of problem impairs some operations but allows the customer to continue to function.	< 30 minutes	< 2 working  days
Minor	Minor impact. The customer has a minor loss of operational functionality caused by a minor feature or partial service failure. This may be a minor issue with limited loss or no loss of functionality or impact to the customer’s operation or where there is an easy circumvention or avoidance by the end user; a convenient workaround exists.	< 30 minutes	< 2 working days
Low	Includes general usage questions, recommendations for future service enhancements or modifications, or where the service functionality does not match documented specifications, or the customer would benefit from a new feature. There is no impact on the quality or performance of the customer production system.	< 16 Hours	As soon as Practical or as otherwise agreed between Infoshare+ and the Client.