Delosis

Psytools and Delosis Custom Web Development

Terms and Conditions

Valid from 25 May 2018 until further notice

Effective Date: This Agreement shall be effective as of the earlier of (i) the date the Licensee first uses the Psytools System or the custom web application is delivered, or (ii) the date the Licensee pays the invoice referencing these Terms and Conditions.

Definition of Terms

  • Delosis (we) – Delosis Ltd.
  • Study – The administration of Tasks to subjects and the collection of related data.
  • The Psytools System (Psytools) – The software and services provided by Delosis to enable the Study or the custom web development project.
  • Licensee (you) – The organisation conducting a Study using Psytools or commissioning the custom web development.
  • Integration Material (IM) – 3rd Party Products or materials specified or provided by you for inclusion or distribution with the Psytools System.
  • Data Protection Act (DPA) – The UK Data Protection Act 2018.
  • Data Protection Laws – EU Data Protection Laws (EU Directive 95/46/EC as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
  • GDPR – EU General Data Protection Regulation 2016/679.
  • Study Personal Data – All Personal Data gathered during the Study or within the custom web application.
  • Service Level Agreement (SLA) – The defined level of uptime and support provided by Delosis.
  • Maintenance Period – The defined term in which Delosis will maintain the custom web application.
  • The Invoice – The invoice referencing these Terms and Conditions.
  • The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Application

This Agreement applies to all use by you of the Psytools System and/or custom web development, and all statements made by or on behalf of Delosis.

Usage Rights

Delosis grants to the Licensee a non-exclusive non-transferable licence to use The Psytools System for purposes of conducting research, associated development work, or use the custom web application, for the period of time detailed in The Invoice and from the Effective Date. During the term of this licence, Delosis will incorporate your assessment battery into The Psytools System for your sole use in the Study or provide the custom web application as specified.

Integration Material

You will provide complete specifications and any relevant text and audio-visual content for your assessment battery or custom web application requirements. This includes, but is not limited to, the provision of translations for all required text resources into all necessary languages.

Intellectual Property Rights

Delosis shall own The Psytools System and all associated intellectual property rights at all times, except for custom developed portions specifically contracted and paid for by the client, in which case IP transfer will be defined in the contract. If no separate contract exists, IP transfer for custom developed portions shall be as specified on The Invoice. You indemnify Delosis for any IM or IP specified, owned, or provided by you.

Liability

To the extent not prohibited by law, in no event shall we, nor our affiliates, staff, agents or suppliers, be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential, or other damages (including without limitation lost profits, lost revenues, or similar economic loss), whether in contract, tort, or otherwise, arising out of the use or inability to use the materials under this license, even if we are advised of the possibility thereof, nor for any claim by a third party.

In no event will Delosis' liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software or web development under this Agreement. Notwithstanding the foregoing, Delosis shall be liable for damages resulting from its gross negligence or willful misconduct.

Indemnity

You agree to defend, indemnify, and hold us and our affiliates harmless from and against any and all claims, losses, liabilities, damages and expenses (including legal fees) arising out of your use of The Psytools System or custom web application.

Data Protection

You act as a Data Controller under the terms of the DPA.

You wish Delosis to act as a Data Processor under the terms of the DPA in order to provide Psytools or the custom web application for the Study or related purposes.

Data Ownership: All Study Personal Data collected through The Psytools System or custom web applications is and remains the exclusive property of the Licensee. Delosis claims no ownership interest in any research data. Delosis shall not use Study Personal Data for any purpose other than providing the contracted services, including but not limited to analytics, benchmarking, training, product development, or any other internal or commercial purpose. Delosis does not retain any copies of Study Personal Data following deletion as specified in Section 7 below.

Delosis and the Licensee seek to implement a data processing agreement that complies with the DPA as follows:

1. Processing of Study Personal Data

1.1 Delosis shall:

  • 1.1.1 comply with all applicable Data Protection Laws in the Processing of Study Personal Data; and
  • 1.1.2 not Process Study Personal Data other than on the relevant Licensee's documented instructions.

1.2 The Licensee instructs Delosis to process Study Personal Data.

2. Delosis Personnel

Delosis shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Study Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Study Personal Data, as strictly necessary for the purposes of the Study, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

3. Security

3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Delosis shall in relation to the Study Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

3.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

3.3 All Study Personal Data shall be encrypted at rest and whilst in transit throughout the Psytools System or custom web application. Data is hosted in ISO 27001 certified data centres.

4. Subprocessing

Delosis shall not appoint (or disclose any Study Personal Data to) any Subprocessor unless required or authorized by you.

5. Data Subject Rights

5.1 Taking into account the nature of the Processing, Processor shall assist the Licensee by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Licensee's obligations, as reasonably understood by Licensee, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

5.2 Delosis shall:

  • 5.2.1 promptly notify the Licensee if it receives a request from a Data Subject under any Data Protection Law in respect of Study Personal Data; and
  • 5.2.2 ensure that it does not respond to that request except on the documented instructions of the Licensee or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform you of that legal requirement before the Contracted Processor responds to the request.

6. Personal Data Breach

Delosis shall notify the Licensee without undue delay upon Delosis becoming aware of a Personal Data Breach affecting Study Personal Data, providing the Licensee with sufficient information to allow them to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

6.1 Delosis shall co-operate with the Licensee and take reasonable commercial steps as are directed by the Licensee to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

7. Deletion or Return of Study Personal Data

Delosis shall promptly delete all copies of Study Personal Data once the Licensee has confirmed they have downloaded all such data from the Psytools System or custom web application at the end of the Study or project.

8. Audit Rights

8.1 Subject to this section 8, Delosis shall make available to the Licensee on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Licensee or an auditor mandated by the Licensee in relation to the Processing of the Study Personal Data.

8.2 Information and audit rights of the Licensee only arise under section 8.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

9. Data Transfer

Delosis will not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Licensee. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

Service Level Agreement (SLA)

Delosis commits to providing the following Service Level Agreement (SLA) for all services, including custom web applications, subject to the specific terms outlined in the individual project contract:

  • 99.5% Uptime: Delosis guarantees that the services will be available at least 99.5% of the time during each calendar month, excluding scheduled maintenance.
  • 99% Uptime: In the event that uptime falls below 99.5% but remains at or above 99%, Delosis will provide a service credit of 25% of the monthly fee (calculated pro-rata in the case of a fixed fee).
  • 95% Uptime: In the event that uptime falls below 99% but remains at or above 95%, Delosis will provide a service credit of 80% of the monthly fee (calculated pro-rata in the case of a fixed fee).
  • Uptime Calculation: Uptime is calculated as the total number of minutes in a calendar month, less the number of minutes the services were unavailable, divided by the total number of minutes in the calendar month. Delosis' records of availability shall be the final arbiter of uptime.
  • Exclusions: The following are excluded from the uptime calculation: scheduled maintenance (of which the Licensee will be given reasonable prior notice); downtime caused by factors outside of Delosis' reasonable control; downtime resulting from the Licensee's actions or inactions.
  • Service Credits: Service credits are the sole and exclusive remedy for any failure to meet the SLA.
  • Claim Process: To claim a service credit, the Licensee must submit a written claim to Delosis at sla@delosis.com within 30 days of the end of the calendar month in which the downtime occurred.

Termination

  • Term: This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this Termination clause, or the end of the effective period as defined in The Invoice.
  • Termination for Cause: Either party may terminate this Agreement with immediate effect if the other party: commits a material breach of this Agreement and fails to remedy that breach within 30 days of being notified in writing of the breach; is declared insolvent or bankrupt; or is subject to any event which has a similar effect under any applicable law.
  • Effects of Termination: Upon termination: all licenses granted under this Agreement shall immediately terminate; each party shall return or destroy all Confidential Information of the other party in its possession or control; and any outstanding fees owed by the Licensee to Delosis shall become immediately due and payable.

Acceptance of Terms

The Licensee shall be deemed to have accepted these Terms and Conditions upon the earlier of: (a) signing a separate agreement incorporating these Terms and Conditions; (b) payment of The Invoice; or (c) commencement of use of the Psytools System or the custom web application.

Warranty Disclaimer

To the fullest extent permitted by applicable law, Delosis provides the Psytools System and the custom web applications "as is" and without any warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Delosis does not warrant that the Psytools System or the custom web applications will be error-free or uninterrupted.

Insurance

During the term of this Agreement and for a period of 5 years thereafter, Delosis shall maintain in full force and effect, at its own expense, the following insurance coverage:

  • Public liability insurance with a minimum limit of £2,000,000 per occurrence.
  • Professional indemnity insurance with a minimum limit of £2,000,000 per claim.
  • Cyber Insurance with a minimum limit of £2,000,000 per claim.

Delosis shall provide the Licensee with certificates of insurance evidencing such coverage upon request. Delosis shall notify the Licensee in writing at least 30 days prior to any cancellation or material change in such insurance policies.

Maintenance

During the Maintenance Period, Delosis will provide the following maintenance services for the custom web application:

  • Security Updates: Delosis will use reasonable efforts to monitor for and apply security patches and updates to address published vulnerabilities in a timely manner and within 24 hours in the case of critical exploits.
  • Bug Fixes: Delosis will use reasonable efforts to correct any reported and reproducible errors or defects in the custom web application.
  • Compatibility: Delosis will maintain the custom web application's compatibility with the then-current versions of supported browsers and operating systems.
  • Scheduled Maintenance: Delosis will perform scheduled maintenance as needed, typically during off-peak hours, and will provide the Licensee with reasonable prior notice.
  • Exclusions: Changes, modifications, or enhancements beyond the original specifications; support for third-party software or integrations except as specifically agreed; issues arising from the Licensee's misuse or modification of the application.

Copyright

All materials are copyrighted and are protected by world-wide copyright laws and treaty provisions. No software, programming code, logo, graphic, text, sound or image from The Psytools System may be copied, decompiled, reverse engineered, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Delosis' prior written permission. Except as expressly provided herein, Delosis does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.

Confidentiality

Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

  • (a) disclosure is required by law;
  • (b) the relevant information is already in the public domain.

Miscellaneous

If any part of the agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Delosis may subcontract, assign or transfer its rights to a competent third party, whether in whole or in part, subject to the Data Protection Agreement. All notices must be in writing and sent to a legal party of either party.

Governing Law and Jurisdiction

This license and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

Contact

For questions about these Terms, please contact us:

  • Email: info@delosis.com
  • Address: Delosis Limited, Stanley Road, London TW11 8TP, United Kingdom
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