Terms and Conditions

SENTIENT SOLUTIONS LIMITED

TERMS AND CONDITIONS APPLICABLE TO SENTIENT’S SCOREBUDDY SERVICE

Access to the SaaS Services, this Website and the use of information on it is subject to these Terms and Conditions. You should carefully read these Terms and Conditions. By proceeding further and/or using the SaaS Services, you will be deemed to have accepted them.

Defined Terms
Applicable Laws all applicable laws, statutes, regulations and codes from time to time in force;
“Customer”
and “your”
the person/entity that has purchased Sentient’s “you” Scorebuddy Service and is using the SaaS  Services;
“Data Protection Legislation” means:
(a) the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”);
(b) the Irish Data Protection Acts 1988 and 2018;
(c) the European Communities (Electronic Communications Networks & Services) (Privacy & Electronic Communications) Regulations 2011;
(d) the EU Data Protection Directive 95/46/EC;
(e) the EU ePrivacy Directive 2002/58/EC (as amended) (the “ePrivacy Directive”);
(f) any relevant transposition of, or successor or replacement to the laws detailed at (a) to (e) inclusive (including the successor to the ePrivacy Directive); and
all other industry guidelines (whether statutory or non-statutory) or applicable codes of practice and guidance notes issued from time to time by the Irish Data Protection Commissioner or other relevant national or supra-national authority relating to the processing of Personal Data or privacy;
“GDPR” EU General Data Protection Regulation;
“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.;
“Privacy Statement” Sentient’s Privacy Statement;
“SaaS Services”
or “Scorebuddy”
Sentient’s Scorebuddy Service;
“Sentient” Sentient Solutions Limited and its related companies and subsidiaries;
“Terms and Conditions” this document; and
“Website” http://scorebuddyqa.com

 

1. Customer’s Obligations

a. The Customer shall

i.   agree to access SaaS Services software and/or Website in accordance with the Terms and Conditions;

ii.   agree not to use or interfere the SaaS Services software and/or Website in a manner which could damage, disable, disrupt, overload or impair the software or Website;

iii.   in consideration of the provision of the Services by Sentient, the Customer shall pay the fees agreed with Sentient in a timely manner;

iv.   agree not to attempt to use or access Website or SaaS Services software in any unauthorised manner without Sentient’s express written permission;

v.   agree not to use SaaS Services or Website for any unlawful, illegal, illicit or prohibited purposes;

vi.  agree not to (1) misuse SaaS Services or Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful, (2) attempt to gain unauthorised access to the SaaS Services or Website, the server on which our App is stored or any server, computer or database connected to the SaaS Services and/or Website, (3) attack SaaS Services or Website via a denial-of-service attack or a distributed denial-of-service attack. Sentient will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the identity of any persons who contravene this section to them. In the event of such a breach, your right to use the SaaS Services or Website will cease immediately;

vii.  co-operate with Sentient in all matters relating to SaaS Services;

viii.  appoint a manager for the Services. That person shall have the authority to contractually bind the Customer on matters relating to SaaS Services;

ix.  provide, for Sentient, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s systems, data and other facilities as reasonably required by Sentient;

x.  provide to Sentient in a timely manner all documents, information, items and materials in any form reasonably required by Sentient in connection with the SaaS Services and ensure that they are accurate and complete in all material respects; and

xi.  obtain and maintain all necessary licenses and consents and comply with all relevant legislation as required to enable Sentient to provide SaaS Services.

2. Sentient’s Responsibilities

a. Sentient shall use all reasonable endeavours to supply the SaaS Services in accordance with the specifications set out in terms 3, 4 and 5 below, in all material respects.

b. b. Sentient shall use all reasonable endeavours to provide the support services in accordance with Schedule 1 in all material respects.

c. Sentient shall use all reasonable endeavours to meet any performance dates agreed with Customer but any such dates shall be estimates only and time for performance by Sentient shall not be of the essence of the Terms and Conditions.

d. Sentient shall appoint a manager for the SaaS Services. That person shall have authority to contractually bind Sentient on all matters relating to the SaaS Services. Sentient shall use all reasonable endeavours to ensure that the same person acts as Sentient’s manager throughout the term of this agreement, but may replace that person from time to time where reasonably necessary in the interests of Sentient’s business.

3. Scorebuddy’s Uptime Commitment

a. Subject to the terms of these Terms and Conditions, each Scorebuddy will use all reasonable endeavours to have a 99.5% availability each calendar month (the “Uptime Commitment”);

b. The availability of the Scorebuddy for a given month will be calculated according to the following formula (referred to herein as the “Availability”):

Where: Total minutes in the month= TMM;
Total minutes in month unavailable = TMU; and
Availability = ((TMM-TMU) x 100)/TMM.

c. For the purposes of this calculation, each Scorebuddy will be deemed to be unavailable to the extent the applicable Sentient Scorebuddy servers will not accept connections. A SaaS Service will not be deemed to be unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set out in the Terms and Conditions. Sentient’s records and data will be the sole basis for all Uptime calculations and determinations

4. Exceptions to the Uptime Commitment

a. The SaaS Services will not be considered to be unavailable for any outage that results from any maintenance performed by Sentient (i) of which Customer is notified at least 24 hours in advance; (ii) during Customer’s implementation period; (iii) during Sentient’s then-current standard maintenance windows (collectively referred to herein as “Scheduled Maintenance”); or (iv) as a result of Customer’s request outside of the normally scheduled maintenance;

b. The SaaS Services will not be considered to be unavailable for any outage due to the Customer’s data or application programming, acts or omissions of Customer or its agents, failures of equipment or facilities provided by Customer, network unavailability or bandwidth limitations outside of the Sentient network;

c. The SaaS Services will not be considered to be unavailable for any outage due to issues arising from bugs or other problems in the software, firmware or hardware of Sentient’s suppliers; and

d. The SaaS Services will not be considered to be unavailable for any outage due to Force Majeure Event.

The configuration being provided under the SaaS Services is based on assumptions made by the Customer and based on information provided by a Customer. As a result, Sentient will not be responsible for any outages or performance issues caused by inaccuracies in these assumptions, including equipment and software failures or performance problems caused by traffic volume or the number of concurrent user sessions.

5. Configurations Changes; Customer Supported Software

These Terms and Conditions are based on a standard configuration of the SaaS Services to provide the performance level contemplated by the Uptime Commitment in these Terms and Conditions. If Sentient notifies Customer that it has determined that Customer’s configuration is not suited to provide this level of performance, these Terms and Conditions will be suspended until Customer and Sentient agree upon and implement a new or modified configuration designed to provide this level of performance.

6. Remedies

In relation to the SaaS Services and Website:

a. Sentient and its licensors shall retain ownership of all Intellectual Property Rights in the SaaS Services and Website;

b. Sentient grants the Customer, or shall procure the direct grant to the Customer of a license during the term of this agreement for the purpose of using the SaaS Services; and

c. the Customer shall not sub-licence, assign or otherwise transfer the Intellectual Property Rights in the SaaS Services.

7. Data Protection

a. All parties will comply with all applicable requirements of the Data Protection Legislation. This section 7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

b. All parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Sentient is the processor. Schedule 2 sets out the scope, nature and purpose of processing by Sentient, the duration of the processing and the types of personal data and categories of data subject.

c. Without prejudice to the generality of section 7(a), the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Sentient for the duration and purposes of the Terms and Conditions.

d. Without prejudice to the generality of section 7(a), Sentient shall, in relation to any personal data processed in connection with the performance by Sentient of its obligations under the Terms and Conditions:

i. process that personal data only on the documented written instructions of the Customer unless Sentient is required by Applicable Laws to otherwise process that personal data. Where Sentient is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, Sentient shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless the Applicable Laws prohibit Sentient from so notifying the Customer;

ii. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

iii. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

iv. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(a) the Customer or Sentient has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) Sentient complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(d) Sentient complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

v. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

vi. notify the Customer without undue delay on becoming aware of a personal data breach;

vii. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

viii. maintain complete and accurate records and information to demonstrate its compliance with section 7 and immediately inform the Customer if, in the opinion of Sentient, an instruction infringes the Data Protection Legislation.

8. Support

Customers will receive proactive notification of system availability, production issues, scheduled downtime and pending updates through alerts posted on the login page. Manned Support Hours are between 09:00 and 17:30 Mon-Fri GMT, support requests outside of these hours will be dealt with on a best endeavours basis.
Support Contacts: Email [email protected]
Telephone: +353 1 4100892

9. Remedies

a. Customers will have the rights set out in the Terms and Conditions in respect of Sentient’s provision of the SaaS Services. The terms set out below provide a Customer’s sole and exclusive remedy for Sentient’s failure to provide the SaaS Services or meet the Uptime Commitment. All standards and commitments are subject to the limitations and exclusions set forth herein.

b. If the Availability of the SaaS Service for a given month is less than the applicable Uptime Commitment, but 99% or higher, the Customer will be eligible to receive a 10% service credit for the affected SaaS Services for such month. If the Availability of the SaaS Service for a given month is 98% or higher but lower than 99%, the Customer will be eligible to receive a 25% service credit for the affected SaaS Services for such month. If the Availability of the SaaS Service for a given month is lower than 98%, the Customer will be eligible to receive a 50% service credit for the affected SaaS Services for such month;

c. In the event that you are not current and up to date in your payment obligations when an outage occurs, remedies will accrue, but service credits will not be issued until your account is brought up to date in respect of your payment obligations;

d. To receive service credits, Customer must submit a written request to [email protected] within 30 days after the end of the month in which the Sentient failed to meet the Uptime Commitment, or Customer’s right to receive service credits with respect to such unavailability will be waived.

10. Termination

a. Sentient may terminate SaaS Services by providing 30 (thirty) days written notice to the Customer or other party.

b. The Customer may terminate SaaS Services by providing the following to Sentient:

i. 30 (thirty) days written notice; and
ii. a duly completed Cancellation of Service Form.

11. Limitation of Liability

a. In no event shall Sentient be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, goodwill data or data use, incurred by you or any third party, whether in an action in contract or tort, arising from your access to, or use of, any of Sentient’s products or any content provided on or through the any of Sentient’s products, including the SaaS Service.

b. Subject to section 11(b), Sentient’s total liability to the Customer in respect of all breaches of duty under or in connection with this agreement shall not exceed the service fees paid by the Customer to Sentient in the preceding 12 months.

12. Access to and Use of the Software

a. “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:

i. acts of God, flood, drought, earthquake or other natural disaster;
ii. epidemic or pandemic;
iii. 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;
iv. nuclear, chemical or biological contamination or sonic boom;
v. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
vi. collapse of buildings, fire, explosion or accident; and
vii. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this section, or companies in the same group as that party);
viii. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this section); and
ix. interruption or failure of utility service.

b. Provided Sentient and/or Customer has complied with section 12(d), if a party is prevented, hindered or delayed in or from performing any of its obligations under an agreement by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of the Terms and Conditions or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

c. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

d. The Affected Party shall:

i. as soon as reasonably practicable after the start of the Force Majeure Event but no later than 5 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

ii. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

e. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 30 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 30 days written notice to the Affected Party.

13. Privacy Statement

Sentient will use your personal data in the manner set out in its Privacy Statement. However, in the event of a conflict between the Privacy Statement and these Terms and Conditions, the Terms and Conditions shall prevail.

14. Waiver & Severability

Any failure of Sentient to exercise or enforce any rights or provisions in these Terms and Conditions shall not constitute a waiver of such right or provision. If any part or provision of these Terms and Conditions is found to be unenforceable, such part or provision may be modified to make the Terms and Conditions as modified legal and enforceable. The balance of these Terms and Conditions shall not be affected.

15. Governing Law and Jurisdiction

Information appearing on this Website or via the SaaS Services is provided in accordance with and subject to the laws of the Republic of Ireland and the laws of the Republic of Ireland govern the conduct and operation of this website. The courts of the Republic of Ireland have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with these Terms and Conditions, the information contained on this Website or via the SaaS Services, and any use made of that information. Any such claims or disputes shall be resolved in accordance with the laws of the Republic of Ireland.

16. Communications

Email communications may be sent to you by Sentient in connection with the SaaS Services. By providing your email address, you consent to our use of this email address for sending operational communications to you via email in respect of the SaaS Services and not for marketing purposes.

17. Changes

Sentient may periodically update this policy. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your Sentient service primary account holder account or by placing a prominent notice on our site.

You retain the right to access, amend, correct or delete your personal information where it is inaccurate at any time. To do so, please contact: support


Schedule 1. Service Support

Support is divided into 3 categories:

Priority

Definition

Response Time

Hours Cover

P1

The service is not operational, and no workaround exists. Examples include: System outage or non-availability of service

4 hours

24 x 7

P2

Service is impaired, does not work as proposed, but it is operational.

8 hours

Normal office hours

P3

Functionality or user related questions. Examples include: How do I apply weighting to a scorecard. How do I change a user’s access

8-16 working hours

Normal office hours


Schedule 2. Data Protection

1.Processing by Sentient

1.1 Scope

The data entered into the Scorebuddy platform is at the discretion of the user but would typically include user access account details, attached files from the user environment and basic user information for individuals being assessed.

Should a client choose to enable the Scorebuddy Surveys addon module contact lists of client customers or lists from other sources may be uploaded and stored in the system.

1.2 Nature

Scorebuddy is a generic platform which is designed to be configured by the user to collect, process and report on performance data.

1.3 Duration of the processing

For the duration of the contract to use the platform, all client/user data can be retrieved and deleted from the platform by the user. In the event that the user fails to delete the data, all user data is expunged within 30 days of contract termination.

2. Types of personal data

General User

      • System ID
      • Employee ID
      • First name
      • Last Name
      • Company Email Address

Contact Lists for use with the Surveys Module

      • System ID
      • First name
      • Last Name
      • Email Address
      • Mobile Number

Categories of data subject

      • System Users
      • Customer Service Agents
      • Employees of service providers
      • Client customers

The information on this page is correct as of: 17th of February 2020