Drax Technology

AMX Service Schedule

Last updated: December 16th, 2024

1 Introduction

  • 1.1 Drax Technology software is a critical alarm management platform for risk and compliance professionals that elevates compliance-based decision making to help ensure the environments where people spend their time, whether to live in, learn in or work in, are completely safe (the Software).

  • 1.2 This document sets out the additional terms and conditions which apply to the provision of the Software.

2 Definitions and Interpretation

  • 2.1 In this Appendix, in addition to the terms defined in the Agreement or the Statement of Work, the following terms and expressions apply:

Compliance Data data harvested from the Customer’s site and stored within the Software.

Documentation the document made available to the Customer by the Supplier online via https://www.draxtechnology.com/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Software and the user instructions for the Software and Licence Key.

End User persons or entities provided authority by the Customer to access the Software in order to benefit from the Services.

EULA the end user licence agreement accessible at https://www.draxtechnology.com/ and setting out the basis on which the Supplier licences and the Customer may use the Software, as may be updated by the Supplier from time to time.

Licence Key the physical or digital access key provided to the Customer by the Supplier which enables the Customer to access the Software.

Fees the fees payable by the Customer to the Supplier for the Licence Key and Software as set out in the Statement of Work.

Software has the meaning set out in paragraph 1.1 above.

Services Start Date the date the Customer first accesses the Software.

Term the period set out in the Statement of Work or, in the absence of such a date, a period of 3 years as may be extended in accordance with paragraph 3.1.

  • 2.2 The headings in this Appendix are for ease of reference only and shall not affect its construction.

3 Term

  • 3.1 Unless otherwise specified in the Statement of Work, the Contract shall commence on the Service Start Date and shall (unless terminated in accordance with paragraph 12) remain in full force and effect for the Term. Where the Customer has opted into auto-licence renewal, the Term shall continue until the Customer gives the Supplier no less than 90 days’ written notice of its intention to terminate the Contract at the end of the current Term.

4 Supply of Services

  • 4.1 The Supplier shall make available to the Customer, and the Customer may use, the Software on the terms of the EULA, which for the avoidance of doubt, is hereby incorporated into the Contract.

  • 4.2 The Supplier reserves the right to alter or modify the Software from time to time provided such alteration or modification does not materially affect the functionality or performance of the Software.

5 Provision of Licence Key

  • 5.1 Upon receipt of payment of the Fees, the Supplier will dispatch the Licence Key to the delivery address set out in the Statement of Work within a reasonable period of time, unless agreed otherwise in writing.

  • 5.2 Delivery is completed on the completion of unloading of the Licence Key at the Delivery Location.

  • 5.3 Any dates quoted for delivery are approximate only, and time of delivery is not of the essence.

  • 5.4 The Supplier shall not be liable for any delay in delivery of the Licence Key that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Licence Key.

  • 5.5 If the Customer fails to take delivery of the Licence Key when tendered then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Licence Key:

    • 5.5.1 delivery of the Licence Key shall be deemed to have been completed when then Supplier tendered the Licence Key for delivery to the Customer; and

    • 5.5.2 the Supplier shall store the Licence Key until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

  • 5.6 The Customer must notify the Supplier in writing of non-delivery of the Licence Key within 7 days from the date that the Supplier advised the Customer that the Licence Key is to be delivered. If the Customer fails to notify the Supplier of non-delivery within this period, the Customer shall be deemed to have received the Licence Key ordered.

  • 5.7 The Customer is granted a non-exclusive, non-transferable licence to use the Licence Key solely for the purpose of accessing and using the Software in accordance with the EULA.

  • 5.8 Risk in the Licence Key shall pass to the Customer on delivery. Title of the Licence Key shall at all times remain with the Supplier.

  • 5.9 The Customer may only use the Licence Key in accordance with the EULA.

  • 5.10 The Customer is responsible for the proper application and use of the Licence Key in accordance with the Documentation. The Customer must not interfere with the Licence Key or permit anybody other than the Supplier or a third party authorised by the Supplier to do so.

6 Warranties

  • 6.1 The Supplier warrants that upon delivery and for a period of 12 months, the Licence Key will be free from defects in materials and workmanship.

  • 6.2 The Supplier shall not be liable for a breach of the warranty in paragraph 7.1 unless:

    • 6.2.1 the Customer gives the Supplier written notice of the defect within 14 days of the time when they discover or ought to have discovered the defect; and

    • 6.2.2 the Supplier is given a reasonable opportunity after receiving the notice of examining such Licence Key and the Customer (if asked to do so by the Supplier) returns the Licence Key to the Supplier.

  • 6.3 If the Licence Key does not comply with the warranty set out in paragraph 7.1, then, subject to paragraph 7.2 and 7.4, the Supplier shall at its cost, expense and discretion use all reasonable endeavours to either repair or replace the defective Licence Key within 10 Business Days of receipt of the defective Licence Key.

  • 6.4 The Supplier shall not be liable for a breach of the warranty in paragraph 7.1:

    • 6.4.1 to the extent that it is attributable to further use of the Licence Key after giving notice; or

    • 6.4.2 if the defect arises because the Customer or their representative or operative failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Licence Key;

    • 6.4.3 if the defect is attributable to fair wear and tear, abuse, improper use or use in an environment or for a purpose for which the Licence Key was not designed or intended by the Supplier; or

    • 6.4.4 if the Customer, their representative or operatives alters, modifies or repairs the Licence Key or any part thereof without the written consent of the Supplier.

  • 6.5 If the Supplier complies with paragraph 7.3, it shall have no further liability for a breach of the warranty in paragraph 7.1 in respect of the Licence Key.

  • 6.6 The warranty in paragraph 7.1 shall apply to any repaired or replacement Licence Key for the unexpired portion of the warranty period as set out at paragraph 7.1.

  • 6.7 No oral or written information or advice given by the Supplier shall create a warranty, or in any way increase the scope of the warranty in paragraph 7.1 and the Customer may not rely on any such information or advice.

  • 6.8 Except as expressly stated in the Contract all other warranties, express or implied as to the quality, condition, performance of the Licence Key and Software and any other terms and conditions are excluded to the fullest extent permitted by law.

7 Payment Frequency

  • 7.1 The Supplier shall invoice the Customer for the Support Fees annually in advance or with such other frequency as is specified in the Statement of Work.

  • 7.2 The Customer shall pay the Fees in accordance with the Contract.

8 Liability

  • 8.1 Without prejudice to clause 13 (Limitation of Liability) of the Agreement the Supplier hereby expressly excludes:

    • 8.1.1 any liability whatsoever incurred by any user in connection with the Software or Licence Key or in connection with the use, inability to use, or results of the use of the Software or Licence Key, including, without limitation any liability for:

      • (a) any indirect or consequential loss or damage; and

      • (b) (i) loss of business (or business opportunity); (ii) loss of goodwill or reputation; (iii) loss of profits, (iv) loss of anticipated savings, (v) loss of income or revenue; (vi) business interruption; (vii) wasted expenditure; or (viii) wasted management time; or

    • 8.1.2 any loss or damage caused by a distributed denial-of-service attack, Viruses or other harmful material due to the Customer's use of the Software or Licence Key.

9 Data

  • 9.1 The Supplier may process any information it collects from the Customer (including the Customer’s or an End User’s personal data) in accordance with the Supplier’s privacy policy. This can be viewed by going to: [https://www.draxtechnology.com/policies.php?id=39]. By using the Software, the Customer consents to such processing and confirms that all data provided by the Customer is accurate.

  • 9.2 The Supplier may collect, anonymize, and utilize customer data for the purpose of enhancing and improving the functionality and quality of the service provided. Additionally, the supplier may share this anonymized customer data with third parties for analytical and improvement purposes, subject to compliance with all relevant laws and regulations governing data privacy and protection.

10 Suspension

  • 10.1 The Supplier shall be entitled to suspend access to the Services:

    • 10.1.1 on reasonable notice to the Customer for such period as may be reasonably required for maintenance, repairs or improvements;

    • 10.1.2 without prior notice to the Customer for exceptional operational reasons;

    • 10.1.3 if the Service fails or is unavailable for any reason;

    • 10.1.4 to comply with the requirements of the Supplier’s third party providers or any regulator;

    • 10.1.5 because of an emergency, for reasons of security, or upon instruction by emergency services, any government or appropriate authority; or

    • 10.1.6 in accordance with paragraph 8.4 for the Customer’s late payment.

  • 10.2 Without prejudice to paragraph 11.1, where the Customer is in breach of the terms of this Service Schedule, the Supplier may take such action as it deems appropriate, including without limitation:

    • 10.2.1 withdrawal of the Customer's right to use the SafeVue Platform;

    • 10.2.2 removal of any material uploaded by the Customer to the SafeVue Platform;

    • 10.2.3 legal proceedings or legal action against the Customer; and/or

    • 10.2.4 disclosure of such information to law enforcement authorities as the Supplier reasonably feels is necessary.

11 Termination

  • 11.1 Without prejudice to clause 14 (Term and termination) of the Agreement the Supplier may terminate the Contract:

    • 11.1.1 for convenience by giving the Customer not less than 2 months’ written notice; and

    • 11.1.2 the Customer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

  • 11.2 On termination of the Contract:

    • 11.2.1 pursuant to paragraph 9.1.1(b) any Fees that would have been payable to the Supplier under the Contract but for such termination shall immediately become payable together with an administration charge equivalent to one month’s Fees;

    • 11.2.2 any outstanding Fees shall immediately become payable; and

    • 11.2.3 any Compliance Data held by the Supplier and owned by the Customer will be deleted in accordance with the Supplier’s standard backup, archive and deletion regime. [INSERT].