Service description - Equipment Subscription Service
Service description - Mobile Device Management (MDM) service
Service description - Remote IT Service Desk
Service description - Non-Hofy Device Management
Data Processing Schedule
1.1 Defined terms and the rules of interpretation which apply to these Terms are set out in Schedule 1.
1.2 In these Terms, individually either entity may be called a "party" and together are called the "parties".
2.1 These terms and conditions (the "Terms") form a legally binding agreement between Hofy and Customer under which the Customer shall be given access to the Hofy Platform and may purchase Services from Hofy via the Hofy Platform. The Terms take effect on the earlier of the date the Customer first accesses the Hofy Platform or the date a Service Order is signed by the Customer (the "Effective Date").
2.2 In exchange for Customer agreeing to the Terms and the Customer making payment of the applicable Charges, Hofy will perform the Services in accordance with these Terms.
2.3 To gain access to the Hofy Platform and be enabled to order Services, the Customer and Hofy shall agree a Service Order. The Service Order shall specify the level of access to the Hofy Platform, any other services to be provided by Hofy from the Effective Date, any applicable special terms and the applicable Charges.
2.4 Where the Customer wishes to purchase Services it shall request such Services via the Hofy Platform and agree to the applicable Charges. Each request for Services incorporates the Terms and any applicable Service Description (together forming an "Agreement" between the Customer and Hofy). An Agreement is only binding once the request for Services is accepted by Hofy.
2.5 In the Terms, each reference to Hofy shall be read as a reference to the applicable Hofy Affiliate which issues an invoice for the applicable Charges.
2.6 Any order forms or other correspondence that the parties may use for the fulfilment or ordering of any Services or otherwise for administering any part of the Agreement (other than a Service Order) will be for administrative convenience only and any terms and conditions included in such forms will have no effect and will not modify the Agreement (even if such forms state otherwise).
3.1 Duration of Terms. These Terms commence on the Effective Date and subject to earlier termination in accordance with these Terms, shall continue in force for twelve (12) months, after which they shall automatically renew for further 12 month periods unless either party gives at least thirty (30) days' written notice not to renew, such notice to take affect on the next anniversary of the Effective Date (the "Term").
3.2 Duration of Services. Each Service shall commence on the applicable Start Date. Subject to earlier termination in accordance with these Terms, each Service shall continue in force for the term indicated on the Hofy Platform (and if no such term is indicated, for thirty (30) days) (the "Service Term"). At the end of each Service Term, the Service shall automatically renew each month unless and until either party gives thirty (30) days) written notice (including via the Hofy Platform) that it is cancelling the Service.
4.1 Service Descriptions. In respect of each Service, the applicable Service Description provides an overview of the service and any deliverables to be provided by Hofy.
4.2 Service warranties. Hofy warrants that:
4.3 Exclusion of warranties. Other than as expressly set out in the Agreement, all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including but not limited to, any warranty regarding fitness for purpose, quality, merchantability or non-infringement) are, to the fullest extent permitted by Applicable Law, excluded.
4.4 Updating the Terms. Hofy may, on written notice to the Customer, update these Terms. Such updated Terms shall apply to each new Service requested by the Customer from the effective date of such update, and the Customer shall be deemed to have agreed to such amended Terms upon requesting such new Service or continuing to access the Hofy Platform.
5.1 The Customer shall:
5.2 To the extent that Hofy is unable to comply with any obligation, or is delayed in complying with any obligation, as a result of any act or omission by the Customer, Hofy shall be entitled to an extension of time equivalent to the delay caused by such act or omission.
6.1 Ownership of the Services. Hofy (or its licensors) own and retain ownership of all Intellectual Property Rights in and to the Services (including the Hofy Platform, all Software and all modifications or improvements to such Software, used in or for the purposes of the Services and including any developments whether or not made pursuant to the provision of anyServices).
6.2 Licence to use the Services. Subject to payment of the Charges and Customer's compliance with these Terms, Hofy grants the Customer a limited, non-exclusive, non-transferable, non-sub licensable licence
6.3 Ownership of Customer Data. All Intellectual Property Rights in the Customer Data shall vest in the Customer upon their creation absolutely and Hofy shall obtain no rights, title or interest in the Customer Data except as set out in the Agreement.
6.4 Licence to Customer Data. The Customer hereby grants Hofy:
6.5 Licence restrictions. The Customer shall not, and shall not permit any third party to, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties:
6.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify Hofy.
7.1 Subject to clause 7.2, Hofy shall indemnify the Customer and its respective officers, directors, employees, agents and contractors (the "Customer Connected Entities") against all costs awarded in final settlement of any claims by a third party against the Customer and the Customer Connected Entities that use by the Customer of the Services in accordance with the Agreement infringes a third party's Intellectual Property Rights.
7.2 The indemnity set out in clause 7.1 shall not apply to the extent any such claim arises as a result of (i)the provision of any materials provided or made available to Hofy in connection with the delivery of the Services or the Agreement by or on behalf of the Customer; (ii) the modification of the Hofy Platform, any Software or Service (or part thereof) by or on behalf of the Customer; or (iii) the use of any Services other than as permitted under the Agreement.
7.3 In the event of a claim pursuant to the indemnity provided under clause 7.1:
8.1 The Customer shall pay the Charges applicable to each Service. Other than as expressly set out in the Agreement, all Charges are non-refundable.
8.2 Hofy shall be entitled to invoice the Customer at such intervals as specified in the Service Order or on the Hofy Platform.
8.3 Invoices shall be submitted to the Customer through electronic delivery to such email address as may, from time to time, be advised by the Customer in writing.
8.4 Hofy shall issue a single statement in respect of all Charges during the applicable charging period. However, the Customer agrees that Hofy's invoices under such statement may be issued by Hofy or a Hofy Affiliate, and any invoice issued by a Hofy Affiliate shall be valid as though issued by Hofy under these Terms.
8.5 The Customer shall pay all valid, undisputed and properly due invoices in accordance with the Payment Terms.
8.6 If the Customer receives an invoice which the Customer reasonably believes specifies a Charge which is not valid and properly due ("Disputed Charge"):
8.7 The Customer shall settle invoices submitted pursuant to this clause 8 by electronic transfer to such bank account(s) as Hofy may nominate from time to time, or as otherwise agreed between the parties.
8.8 The Customer shall pay value added tax (or equivalent sales/service tax) on the Charges at the rates prescribed by law at the time such Charges become due.
8.9 Withholding tax. Customer shall make all payments under the Agreement without withholding or deduction of, or in respect of, any tax unless required by law. If any such withholding or deduction is required, Customer shall, when making the payment to which the withholding or deduction relates, pay to Hofy such additional amount as will ensure that Hofy receives the same total amount that it would have received if no such withholding or deduction had been required.
8.10 Late payment interest. In the event the Customer does not pay an undisputed Charge in accordance with the Payment Terms, Hofy shall be entitled to:
9.1 Neither party excludes or limits liability to the other party in respect of:
9.2 Subject to clause 9.1, neither party shall be liable for:
however arising (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this clause 9.2, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).
9.3 Subject to clauses 9.1 and 9.2, each party's liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with:
10.1 Separate termination required. Termination or expiry of the Terms shall not terminate any Agreements then in force. Termination of any one or more Agreements shall not terminate any other Agreements.
10.2 Termination for Cause. Without prejudice to any other rights or remedies it may have, either party may, by giving no less than thirty (30) days written notice to the other party, terminate an Agreement:
11.1 Termination or expiry of the Terms shall limit the Customer's access to the Hofy Platform, including Customer's ability to submit further requests forServices. The parties shall work together to finalise and conclude anyAgreements entered prior to the date of termination of the Terms.
11.2 Termination of an Agreement (in whole or in part) however and whenever occurring shall not prejudice or affect any right of action or remedy which shall have accrued to any party up to and including the date of such termination.
11.3 The provisions of clauses 5, 7, 9, and 12 and any other clauses which by their nature continue shall survive termination or expiry of the Agreement, however and whenever occurring.
12.1 Each party each will:
12.2 The Recipient may only use and copy the Disclosing Party's Confidential Information to the extent necessary:
12.3 Nothing in the Agreement prohibits the use or disclosure of any Confidential Information by either party to the extent that the:
12.4 The parties acknowledge that each party will be entitled to equitable relief against the other (in addition to any other rights available under the Agreement or at law) if any party breaches any of its obligations under this clause 12.
12.5 The obligations with respect to Confidential Information disclosed under the Agreement will survive termination and expiry of the Agreement and will continue for as long as the information remains confidential. On termination or expiry of a Service, the Recipient shall at the direction of the Disclosing Party, return or securely destroy the Disclosing Party's Confidential Information.
12.6 Data Protection. The parties shall each comply with their respective obligations set out in the Data Processing Schedule.
13.1 Each party warrants that:
13.2 Each party shall ensure that:
13.3 Anti-bribery and corruption. Each party shall:
13.4 Each party represents and warrants that:
13.5 For the purpose of this clause, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under section 9 of that Act).
13.6 Anti-slavery. Each party shall comply with all applicable laws, regulations, codes and sanctions relating to the prevention of slavery and human trafficking, including the Modern Slavery Act 2015.
14.1 Force Majeure. Other than in respect of Customer's obligation to pay the Charges, neither party shall be in breach of the Agreement to extent it is unable to comply with its obligations due to a Force Majeure Event. The party suffering the Force Majeure Event shall take all reasonable steps to implement a workaround and shall keep the other party informed of the impact of the Force Majeure Event to the extent reasonably possible.
14.2 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid, illegal or unenforceable provision eliminated. In the event of any such severance, the parties shall negotiate in good faith with a view to replacing the provisions so severed with legal and enforceable provisions that have similar economic and commercial effect to the provisions so severed.
14.3 Variations. No variation or alteration of the Agreement (including any Service Order) shall be effective unless in writing and signed by the parties.
14.4 Assignment. The Customer shall not, without Hofy's prior written consent, assign its rights under the Agreement.
14.5 Waiver. The failure of any party to insist upon strict performance of any provision of the Agreement or the failure of any party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Agreement. A waiver of any breach of contract shall not constitute a waiver of any subsequent breach of contract. No waiver of any of the provisions of the Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing. Except as expressly stated in the Agreement, no right or remedy conferred upon any party by the Agreement shall be exclusive of any other right or remedy howsoever arising and all such rights and remedies shall be cumulative.
14.6 Entire agreement. The Agreement constitutes the entire understanding between the parties relating to the subject matter of the Agreement and supersedes all prior representations, writings, negotiations or understandings (whether in either case oral or written) with respect hereto, except in respect of any fraudulent misrepresentation made by a party.
14.7 No representations. Except in respect of any fraudulent misrepresentation made by a party, the parties acknowledge that they have not relied on any representations, writings, negotiations or understandings, whether express or implied (other than as set out in the Agreement) in entering into the Agreement.
14.8 Third Party Beneficiaries. The Agreement does not create, and shall not be construed as creating, any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it (except that any Hofy Affiliate may enforce any term of an Agreement to which it is a party).
14.9 Notices. Any notice or other communication made under the Agreement shall be provided through (i) email; (ii) first class prepaid letter; (iii) or delivered by hand, to the recipient's address as set out in the Service Order or in the Hofy Platform, or such address as may be updated from time to time. Such notice shall be deemed to have been given 48 hours after emailing or posting, or upon actual delivery if delivered by hand during the recipient's usual business hours.
14.10 Governing law. The Agreement shall be governed by and construed in accordance with English law.
14.11 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute or disagreement arising out of or in connection with the Agreement.
1.1 The following definitions shall apply in the Agreement:
Affiliate means in relation to a body corporate, any other entity which directly or indirectly controls, is controlled by, or is under direct or indirect common control with, that body corporate from time to time.
Agreement has the meaning given to it in clause 2.3.
Applicable Law means any of the following, to the extent that it applies to a party or any sub-contractor:
Authorised Users means employees of the Customer who are granted access to the Hofy Platform by the Customer.
Charges means the fees and charges payable by the Customer for access to and use of the Hofy Platform and the Service(s), as set out in the Service Order or on the Hofy Platform (as applicable).
Confidential Information means in relation to a party and/or a party's Affiliates, information that:
but in all cases excluding personal data.
Customer Connected Entities has the meaning given to it in clause 7.1.
Customer Data means all data, information and reports entered into or created through use of the Services, and which may include personal data.
Data Protection Law has the meaning given to it in the Data Processing Schedule.
Data Processing Schedule means the document titled 'Data Processing Schedule' which is incorporated into each Agreement and which sets out the parties' respective rights and responsibilities with respect to processing personal data.
Effective Date has the meaning given to it in clause 2.1.
Equipment means the devices, furniture and other hardware and equipment listed on the Hofy Platform.
Force Majeure Event means an event outside a party's reasonable control, including without limitation: acts of God, flood, drought, earthquake or other natural disaster; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; pandemics or public health emergencies; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to obtain a necessary licence or consent.
Hofy Platform means the online platform made available by Hofy as specified in the Service Order, through which additional Services may be requested and which is further described in Schedule 2.
Insolvency Event means any of the following:
Intellectual Property Rights means all intellectual property rights including, but not limited to, patents, trade secrets, trade marks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, moral and artists' rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered and all rights or forms of protection of a similar nature in any country.
Payment Terms means the period of time from the date of issue of an invoice as set out in the Service Order or on the Hofy Platform (as applicable).
Relevant Requirements has the meaning given to it in clause 13.3(a).
Service(s) means the service(s) to be provided by Hofy to the Customer in accordance with the Agreement as specified in the Service Order or via the Hofy Platform and as described in the applicable Service Description.
Service Description means the description of the Service as provided on the Service Order or via the Hofy Platform or such other document as Hofy may provide from time to time.
Service Order means a mutually agreed description of Customer's access to the Hofy Platform, any additional Services, the applicable Charges and related details in the form provided by Hofy.
Service Term has the meaning given to it in clause 3.2.
Software means the software owned by or licensed to Hofy by a third party and which may be used in the provision of the Services or to which the Customer may given access as part of the Services.
Start Date means the commencement date of each Service as specified in the Service Order or the Hofy Platform, as applicable.
Terms has the meaning given to it in clause 2.1.
Headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement.
If there is any inconsistency between the main body of the Agreement, the schedules and any document attached to it or otherwise incorporated into the Agreement, the order of priority for the purposes of construction is as set out in the following descending order:
From the Effective Date and subject to payment of the relevant Charges, Hofy shall permit the Customer and its Authorised Users to access and use the Hofy Platform in accordance with the tier of access specified in the Service Order.
The Hofy Platform provides the functionality described on the Hofy Platform and / or as provided by Hofy at request, and depend on the tier of access selected. The tier of access is selected by the Customer and shall be enabled for all Authorised Users. Refer to the Service Order for further information.
The Hofy Platform allows Authorised Users to undertake an ergonomic self-assessment (the "Self-Assessment").
The Self-Assessment is not medical advice and should not be relied upon to diagnose, assess, manage or treat any medical issue, disease or injury. Hofy is not an authorised or regulated provider of medical services. Hofy provides no warranty whatsoever with respect to the Self-Assessment. The Self-Assessment is provided for informational purposes only.
The Customer shall be given or enabled to create a username and password for the Authorised Users. The Customer shall, and shall ensure that each Authorised User shall, keep and maintain the confidentiality of all passwords. The Customer shall be responsible for all use of the Hofy Platform by its Authorised Users, whether or not such use is authorised.
The Customer shall not, except as may be permitted under the Agreement:
Hofy does not warrant that the Customer's use of the Hofy Platform will be uninterrupted or error-free or that the Services and/or the information obtained by the Customer through the Services or the Hofy Platform will meet the Customer's requirements. Hofy is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Hofy Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Customer shall:
The Charges for the Hofy Platform are per-Authorised User and specified on the Service Order or the Hofy Platform. The Charges for each Service ordered via the Hofy Platform (including the costs of Equipment rental) are additional and set out within the Hofy Platform.
This Service Description applies to the provision of Equipment by Hofy to Customer's Authorised Users on a lease basis (the"Equipment Subscription Service"). When Customer enables Authorised Users to obtain Equipment from Hofy through the Hofy Platform, this Service Description forms part of and is incorporated into the Agreement between Hofy and the Customer.
The Equipment Subscription Service is comprised of the following components, each as more fully detailed below or through the Hofy Platform:
Each item of Equipment constitutes a separate Agreement between Customer and Hofy and has its own Service Term (notwithstanding that various items of Equipment may be for the same Authorised User or contained within the same order via the Hofy Platform). A "Device" means a laptop, phone or tablet.
1.1 The Customer shall set parameters for Equipment accessible to Authorised Users on the Hofy Platform.
1.2 An Authorised User shall submit their request for Equipment via the Hofy Platform. An Authorised User shall only be able to select Equipment which is within the parameters set by the Customer.
1.3 An Authorised User may be able to specify a preferred delivery date (the "Preferred Delivery Date").
1.4 Where agreed between Hofy and the Customer, an Authorised User may be able to request Equipment which has been customised, modified or altered, or not forming part of the standard Hofy offering ("Custom Equipment"). Where agreed between Hofy and the Customer, Hofy will configure Devices in accordance with instructions provided by the Customer and agreed with Hofy in advance (“Configured Devices”). Custom Equipment and Configured Devices shall be subject to additional Charges which shall be agreed via the Hofy Platform or otherwise in writing between Hofy and the Customer.
1.5 The Authorised User's request for Equipment shall not be deemed accepted by Hofy until confirmation is provided through the Hofy Platform (the "Confirmation Date"). A quote for Equipment is indicative only and not binding until the Confirmation Date. Hofy may reject a request for Equipment for any reason at its sole discretion.
1.6 Hofy may extend or discontinue the Equipment which it makes available on the Hofy Platform. Hofy shall use its reasonable endeavours to make available all Equipment which is listed on the Hofy Platform.
1.7 Hofy may ship any request for Equipment in one or more shipments. Once an item of Equipment has been shipped, it shall be marked on the Hofy Platform as 'Dispatched'.
1.8 Unless and until any Equipment is purchased by the Customer, all items of Equipment remains the property of Hofy. The Customer shall ensure that all Authorised Users take reasonable care of the Equipment and use it only in accordance with any instructions for use or in accordance with generally accepted usage for the type of Equipment. The Customer shall promptly notify Hofy of any damage to or fault with any Equipment and shall provide all necessary cooperation and assistance to identify the cause of the damage or fault. Hofy shall not be liable for any damage or fault other than as caused by Hofy.
2.1 The Hofy Platform shall specify the applicable Charges in respect of the Equipment (including any delivery, customisation or other applicable costs), and the period of the Service Term.
2.2 Hofy may adjust the Charges from time to time in its sole and absolute discretion. The current Charges shall be displayed in the Hofy Platform and shall apply to all requests for Equipment made after any adjustment, unless otherwise agreed with the Customer. Hofy shall not adjust the Charges for agreed Equipment after the Confirmation Date.
3.1 Equipment will be delivered by Hofy as early as possible (generally within 10 working days of the Confirmation Date) unless an Authorised User indicates a Preferred Delivery Date, in which case Hofy will endeavour to deliver no later than the Preferred Delivery Date. The Customer may not reject any Equipment if it is delivered prior to the Preferred Delivery Date.
3.2 Express delivery. If the Preferred Delivery Date is earlier than 10 working days from the order day, Hofy may charge an additional delivery fee which shall be specified on the Hofy Platform.
3.3 Delivery notification. Hofy will keep the Authorised User and the Customer informed, through the Hofy Platform, of the status of Equipment deliveries.
3.4 First delivery attempt. Hofy shall provide a delivery notification via the Hofy Platform one day before the expected delivery date. If Hofy is unable to effect the delivery for any reason other than Hofy's default, the Equipment shall be deemed delivered on the first delivery attempt.
3.5 Subsequent delivery attempts. If Hofy is unable to deliver the Equipment after making 3 attempts, Hofy shall be entitled to treat the request for Equipment as cancelled by the Customer and section 4 below shall apply.
3.6 Late delivery. A delivery of Equipment shall be deemed to be a “Late Delivery” if the first delivery attempt date is later than five (5) working days of the latter of (i) the Preferred Delivery Date and (ii) ten (10) working days from Confirmation. The Customer shall be entitled to a full refund for any Late Delivery, except in respect of Custom Equipment. A refund shall only be made in respect of Custom Equipment if the actual delivery date is sixty (60) days or longer from the Confirmation Date, unless a different date has been agreed between the parties.
3.7 Damage in transit. Customer shall notify Hofy about any damage in transit within 5 days of receipt of Equipment, and retain all original packaging and provide supporting evidence of in transit damage, including pictures as may be requested by Hofy. If Hofy accepts that damage was caused in transit, the terms of the Repair and Replacement Service apply (see below). If Hofy is not able to replace or repair the Equipment within 10 working days of receiving requested evidence, Customer shall be entitled to a free cancellation (other than in respect of Custom Equipment, in which case Hofy shall replace or repair the Custom Equipment within sixty (60) days).
4.1 An Authorised User may withdraw or cancel a request for Equipment at anytime before it has been confirmed by Hofy, by cancelling it on the Hofy Platform. Once a request for Equipment has been confirmed by Hofy, it can not be withdrawn other than as set out below.
5.1 If Hofy has agreed to provide any Custom Equipment, the request shall be non-cancellable and non-refundable upon the Confirmation Date.
5.2 The Customer may cancel a Service Term for an item of Equipment by giving notice through the Hofy Platform. The “Cancellation Date” shall be the later of (i) the Customer’s preferred termination date, and (ii) 30 calendar days from the date the Customer notified Hofy of the termination. If the Customer elects to cancel a Service Term early, Hofy shall be entitled charge a fee which takes into account a discount applied to the Charges remaining to be paid (the "Termination Fee"). The Hofy Platform shall notify the Customer of the applicable Termination Fee upon Customer giving notice to terminate, and the Customer shall be given the option to proceed with the termination or continuing with the Service Term. Charges already paid are non-refundable.
6.1 The Customer may give notice to Hofy through the Hofy Platform that it wishes to purchase any item of Equipment during the relevant Service Term.
6.2 Where notice is given in accordance with paragraph 6.1 above, Hofy shall notify the Customer of the applicable Charges though the Hofy Platform and upon receipt of full payment, title in the Equipment shall pass to the Customer. Hofy gives no warranties whatsoever in respect of any Equipment upon the title transferring to the Customer.
7.1 Recovery of Equipment
7.2 Purchasing Equipment
8.1 Hofy provides a repair and replacement service (the "Repair and Replacement Service") in respect of Equipment (other than Equipment which has been purchased by the Customer or Custom Equipment). The Repair and Replacement Service involves:
9.1 Customer is responsible for the theft or loss of, or accidental damage to, any Equipment.
9.2 The Customer is solely and wholly responsible for keeping its own data stored within Devices safe and secure, including but not limited to the encryption and back-up of any data stored locally in Devices.
10.1 Hofy shall not be liable if any configuration which it implements as part of the Equipment pursuant to the Customer's instructions does not provide adequate cybersecurity or other protections for the Customer. If the configuration instructions or template would cause Hofy to breach its own data protection and / or information security policies, Hofy may refuse to undertake the configuration.
10.2 If Hofy provides any advice to the Customer or any Authorised User about the Equipment, any configuration or related issues, such advice shall not be binding and shall be deemed to be information only. Customer agrees that it shall at all times undertake its own enquiries as to the suitability of Equipment and not rely upon any information made available by Hofy as the sole source of its decision making with respect to Equipment.
10.3 Hofy warrants that upon delivery, the Equipment shall be free from defects and new.
10.4 Hofy shall use reasonable endeavours to ensure that descriptions of the Equipment provided on the Hofy Platform are accurate. However, the Customer agrees that Hofy is not the manufacturer of the Equipment and the Customer shall make its own enquiries to determine if the Equipment is suitable for the Customer's needs.
This Service Description applies to the provision of a mobile device management service ("MDM Service") by Hofy to Customer. If Customer selects the MDM Service, this Service Description forms part of and is incorporated into the Agreement between Hofy and the Customer.
The MDM Service applies to Devices, which include phones, laptops and tablets.
If Customer provides Hofy with its preferred client, Hofy shall implement such client on each Device as agreed via the Hofy Platform. Hofy and the Customer shall agree the level of access to the Customer's client on a case-by-case basis.
Customer shall ensure that it has all necessary rights, including all applicable licences, for Hofy's provision of the MDM Service.
If Customer does not provide Hofy with its preferred client, Hofy shall implement its third-party solution management client. Customer agrees to comply with the third-party terms found at https://www.miradore.com/legal/#terms-of-service or such other address as Hofy may nominate from time to time.
The Customer agrees that Hofy's provision of the MDM Service shall not permit Hofy to access any data (including personal data) or confidential information of the Customer. The Customer shall take all steps necessary to ensure that Hofy is not able to access such data or information.
Hofy shall not be liable if any client, solution or configuration which it implements as part of the MDM Service does not provide adequate cybersecurity or other protections for the Customer. If the implementation of the Customer client would cause Hofy to breach its own data protection and /or information security policies, Hofy may refuse to provide the MDM Service.
The Charges for the MDM Service shall be specified on the Hofy Platform.
This Service Description applies to the provision of a Remote IT Service Desk by Hofy. If the Customer requests the provision of the Remote IT Service Desk, this Service Description forms part of and is incorporated into the Agreement between Hofy and the Customer.
The Remote IT Service Desk includes the following functionality, as may be further described on the Hofy Platform:
An issue impacting multiple users causing significant business impact.
Within 1 hour
Within 4 hour
An issue impacting a single user with no known workaround.
Within 2 hour
Within 1 working day
An issue that impacts a single user with a known workaround and no business impact.
Within 4 hour
Within 2 working days
All other general IT requests.
Within 24 hour
Within 5 working days
The Charges applicable for Customer's access to and use of the Remote IT Service Desk are as set out on the Hofy Platform.
In order to receive the benefit of the IT Service Desk, the Customer shall ensure that Authorised Users permit Hofy to access their relevant devices remotely (including by way of screen sharing or other technological methods employed by Hofy).
This Service Description applies to the provision of device management services for devices which are not provided by Hofy (the"Non-Hofy Device Management Service"). 'Devices' include laptops, tablets and phones.
If the Customer requests the provision of the Non-Hofy Device Management Service through the Hofy Platform, this Service Description applies and forms part of and is incorporated into the Agreement between Hofy and the Customer.
Hofy shall assist the Customer to manage its Devices. Device management shall include:
in each case as may be further described on the Hofy Platform.
The Charges applicable for Customer's access to and use of the Non-Hofy Device Management Service are as set out on the Hofy Platform.
Unless otherwise defined in this Schedule, all Capitalised terms used in this Schedule shall have the meanings ascribed to them in the agreement.
1.1 In this Schedule the following words and expressions shall have the following meanings:
2.1 The type of Personal Data processed pursuant to this Schedule and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described in Annex 1.
2.2 Where appropriate, in this Schedule each reference to Customer shall be read as a reference to Partner and each reference to Supplier shall be read as a reference to the applicable Hofy Affiliate which executes the Agreement, each as may be defined in the applicable Agreement.
2.3 Each party warrants in relation to Personal Data that it will comply (and will procure that any of its personnel comply and use commercially reasonable efforts to procure that its sub-processors comply), with applicable Data Protection Law. As between the parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.
2.4 In respect of the parties' rights and obligations, this Schedule applies to Personal Data, in respect of which Supplier is a processor to Customer, who can act either as a controller or a processor of Personal Data.
3.1 With respect to all Personal Data, Supplier shall:
Supplier reserves the right to recover from the Customer any costs incurred by Supplier in connection providing the assistance in clause 3.1(j).
4.1 Customer grants a general authorisation to Supplier to appoint its Affiliates or third parties as sub-processors to support the performance of the Services, including data centre operators, cloud-based software providers, and other outsourced support and service providers. Supplier will maintain a list of sub-processors), and will provide Customer with fifteen (15) days prior notice in writing before adding new sub-processors to the list prior to Supplier using new sub-processors.
4.2 Supplier will ensure that any sub-processor it engages to provide an aspect of the Supplier Services on its behalf in connection with this Schedule does so only on the basis of a written contract which imposes on such sub-processor terms substantially no less protective of Personal Data than those imposed on Supplier in this Schedule, subject to any standard data processing terms, addendum or equivalent required by international Sub processors which Supplier has no reasonable opportunity to negotiate (the "Relevant Terms"). Supplier shall seek to procure the performance by such sub-processor of the Relevant Terms and shall be liable to Customer for any breach by such person of any of the Relevant Terms.
5.1 Subject to clause 5.2, Supplier shall in accordance with applicable Data Protection Law, make available to the Customer such information in Supplier's possession or control as the Customer may reasonably request or submit to an audit with a view to demonstrating Supplier's compliance with the obligations of processors under Data Protection Law and this Schedule in relation to its processing of Personal Data. Customer will not exercise its audit rights more than once in any twelve (12) calendar month period except i) if and when required by a competent data protection supervisory authority or ii) Customer believes a further audit is necessary due to a Security breach.
5.2 Customer will bear the fees of any auditor and any expenses incurred by Supplier in complying with this clause 5.
5.1 With regard to Clause 5.1, Supplier shall immediately inform Customer if, in its opinion an instruction infringes the GDPR.
6.1 Subject to clauses 6.2 and 6.5 To the extent that processing relates to a transfer of Personal Data outside of the UK and EEA by Supplier to Customer (except if to an applicable Adequate Country) that either Module 3 or Module 4 of the SCCs, where applicable, along with the corresponding appendix and annexes will apply in respect of that processing.
6.2 Subject to any provisions to the contrary of the UK Approved Addendum in respect of transfers to which UK Data Protection Laws apply, the following terms shall apply.
6.3 Subject to clauses 6.2 and 6.5 and without prejudice to clause 4.2, if processing involves a transfer of Personal data outside the UK and EEA (except if to an applicable Adequate Country) by Supplier to a sub processor, Supplier shall ensure that Module 3 of the SCCs are at all relevant times incorporated into the terms between Supplier and the Sub processor.
6.4 To the extent any transfers by Supplier to Customer occur in circumstances where UK Data Protection Laws apply then the parties agree that the UK Approved Addendum shall apply in respect of that transfer and that for the purpose of the UK Approved Addendum:
6.5 Clauses 6.1 and 6.3 shall not apply to a transfer of personal data where the effect of the transfer together with any other practicable compliance steps is to allow the transfer to take place without a breach of applicable Data Protection Law.
7.1 This Schedule is without prejudice to the rights and obligations of the parties under the Agreement which shall continue to have full force and effect. In the event of any conflict between the terms of this Schedule and the terms of the Agreement, the terms of this Schedule shall prevail so far as the subject matter concerns the processing of Personal Data.
7.2 The total liability of each of the Customer and Supplier (including its licensors and sub-processors), arising out of or related to this Schedule, whether in contract, tort, or other theory of liability, shall not, when taken together in the aggregate, exceed the limitation of liability set forth in the Agreement.
7.3 Other than in respect of any accrued liabilities of either party and the provisions of clauses 1, 2 and this clause 7, this Schedule shall terminate automatically on the expiry or termination for whatever reason of the Agreement.