General License Terms. You may access and use the online service as described below.
1. This Agreement (the “Agreement”) is entered into by and between Exelsys Limited (“Exelsys” or “We”), a company registered in the United Kingdom, with registration number 6807312 and having its registered office at 21 Aylmer Parade, Aylmer Road, London N2 0AT, United Kingdom which shall include all or any of its subsidiaries, affiliates, agents, successors or assigns and the entity agreeing to the terms herein (“You” or “Customer”). This Agreement will be effective as of the date you click the “I Accept” button as part of the ordering/registration process, or when you have signed an order form for the Service directly with Exelsys or with any one of the Exelsys Authorised resellers or when you have first used the Service, whichever is earlier (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these terms and conditions of this Agreement; (ii) you have read and understand the terms and conditions of this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. This Agreement governs the Customer's access to and use of the Service (as defined below).
Exelsys hereby grants to the Customer a non-exclusive, non-transferable, worldwide Licence to use the Service, solely for the Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Customer are reserved by Exelsys and its licensors. This License is non-exclusive, non-perpetual, and is not transferable. The License granted is for a specific and limited number of Active Employees, number of Users, number of Mobile Only Users and the Licensed Modules included in the Subscription.
The duration of a Subscription is usually annual unless specified otherwise on the Customer Order.
The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" ‘‘Processor” and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make available to any third party the Online Service in any way; (ii) modify or make derivative works based upon the Online Service; (iii) create Internet "links" to the Service, or "frame", or "mirror" any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Online Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Online Service. User licenses cannot be shared or used by more than one User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. The Customer may use the Online Service only for the Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
In some cases, the Customer may need to install Exelsys supplied Software to be able to access and use the Online Service as described in this Agreement. The Customer may make copies of the Software solely to support the applicable Online Service for its Users and under the provisions of this Agreement. Copies must be true and complete copies (including copyright and trademark notices) and be made from an Exelsys approved media or a network source.
We may update these license terms from time to time. If We do, your use of the Online Service under any existing license type during the greater of either 12 months from the time you first use it or the length of your committed term will be governed by these license terms without those updates. Despite this commitment on use rights, if We are required by law to change the license terms, those new terms will apply immediately. We will endeavour to notify you of updates at least 30 days before they are generally effective. You agree to the new terms by using the Online Service after We publish them in these Online Services use rights or send you an email notice about the updates.
We may modify the functionality or features or release a new version of the Online Service from time to time. After an update, some functionality or features may not be available.
This Agreement will remain in effect unless it is cancelled by the Customer or terminated by Exelsys in accordance with clause 4 above. The Customer may cancel the Agreement by informing in writing Exelsys or the Exelsys Authorised Business Partner at least 90 days before the end date of the subscription, otherwise the subscription will automatically be renewed and the Customer will be invoiced. All payment obligations are non-cancellable and all amounts paid are non-refundable.
Upon expiration or termination of Your Online Service subscription, You must contact Exelsys and tell us whether to:
No Liability for Deletion of Customer Data. In the event that you do not contact Exelsys within 30 days of the termination of Your Online Service Subscription You agree that, other than as described in this Agreement or subject to any Applicable Law, , We have no obligation to continue to hold, export or return your Customer Data and will therefore, delete it. Furthermore, You agree that Exelsys will have no liability whatsoever for deletion of your Customer Data pursuant to this Agreement.
Exelsys subscriptions for using the Service are payable yearly and in advance and payment must be made to Exelsys or to the Exelsys Authorised Business Partner, from which You have procured the Online Service. All payment obligations are non-cancellable and all amounts paid are non-refundable. Customer is responsible for paying for all User licenses ordered for the entire License Term, whether such User licenses are actively used. The Customer must provide Exelsys or the Exelsys Authorised Business Partner, a signed purchase order as a condition to signing up for the Online Service. Customer may request to add additional modules of the Service by sending an additional written Order directly to Exelsys or through an Exelsys Authorised Business Partner “Added Licenses“ and will be subject to the following:
You are responsible for your passwords, if any, and all activity with Your Online Service Accounts including that of users you provision and dealings with third parties that take place through your Account or associated Accounts. You must keep Your Accounts and passwords confidential. You must inform us immediately if You suspect any possible misuse of your Accounts or any security incident related to the Online Service.
You may be able to submit Customer Data for use regarding the Online Service. Except for materials we license to you we do not claim ownership of Customer Data you submit for use with the Online Service.
It is your responsibility to make use of that functionality as appropriate for your intended use of your Customer Data.
Exelsys shall at all times have in place, appropriate technical and organisational security measures so that the Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage.
Exelsys shall conduct audits at least annually of the security of computers, computing environment and physical data centres that it uses (are used) in processing the Personal Data.
At least one audit per annum shall be performed by qualified, independent, third party security auditors at Exelsys’s selection and expense which shall result in the generation of an audit report. The audit report shall clearly disclose any material findings by the auditor. Exelsys shall endeavour to promptly remediate critical issues raised in any such report.
Exelsys shall remain responsible for obligations which are performed by employees, agents, sub-contractors or third parties and for the acts or omissions of employees, agents, sub-contractors and third parties as if they were acts or omissions of Exelsys.
Exelsys shall ensure that any such sub-contractor or agent is required by contract to comply with obligations at least equivalent to those imposed on Exelsys by this Agreement.
The categories of Data Subjects covered by this Agreement include: Employees of the Customer, Job Applicants
The Types of Data Covered by this agreement: Exelsys provides a storage and processing framework that Customers can use to store and manage various types of Employee and Job Applicant information. The actual data items used, are solely determined by the Customer. There is however, a set of data items that are compulsory and these are: Employee code, first and last name, gender, birth date, employment date, Applicant code, gender, birth date, , registration date, email, job applying for
The Exelsys Online Service, allows the Customer to Process any Customer employee Personal Data that the Customer may deem necessary as a Controller.
Exelsys uses Microsoft as a sub-Processor of the Customer Data. Exelsys uses the Microsoft Azure PaaS infrastructure services to process Customer Data. Exelsys shall not engage any other third-party Processor or sub-Processor without the Customer’s prior written authorization. Exelsys shall inform the Customer in case of any addition or replacement of any third-party Processor or sub-Processor and get the customer’s consent.
Exelsys shall Process Customer Data only for the purposes of the Services provided under this Agreement unless this is required by Applicable Laws to which Exelsys is subject, in which case Exelsys shall to the extent permitted by Applicable Laws, inform the Customer of that legal requirement.
Exelsys Online Service Processes Customer Data according to the instructions of the Customer. For any other Processing required by the customer (Data Controller) that cannot be done by the Data Controller Administrators, using the Exelsys Online Service functionality, customers are required to submit clear instructions to Exelsys in writing.
Any actions undertaken by the Customer is recorded in audit logs by the Exelsys Online Service. These audit logs are available to the Customer pursuant to Article 30 (2) of the GDPR.
Exelsys shall assist the Customer in responding to any requests for exercising Data Subjects rights under Applicable Laws, always taking into account the nature of the Processing and insofar as this is possible;
Exelsys shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Exelsys. We shall make available to the Customer all information necessary to demonstrate compliance with its obligations as provided in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer;
Exelsys shall assist the Customer in responding to any requests for exercising Data Subjects rights under Applicable Laws, always taking into account the nature of the Processing and insofar as this is possible.
Exelsys shall delete or return all the Customer’s Personal Data to the Customer as requested by the Customer after the end of the provision of Services or upon the termination of this Agreement. Exelsys may retain Customer Personal Data to the extent required by Applicable Laws and for such a period as required by Applicable Laws. Such Customer Personal Data will be processed in accordance and for the purpose(s) specified in the Applicable Laws requiring its storage;
Exelsys shall without undue delay inform the Customer if, in its opinion, an instruction given by the Customer infringes the GDPR.
Personal Data collected through the Online Service may be transferred, stored and processed in the United Kingdom or the European Union in an encrypted format. This includes any Personal Data you collect using the Service. By using this Online Service, you acknowledge and agree to the transfer of User Data outside of your country within the European Union. You also agree to comply with all Applicable Laws during the collection of Personal Data and to inform Users about:
In the course of providing the Service to the Customer under this Agreement, Exelsys shall process User Data only for the purposes of this Agreement
For more information on how we may collect and use Personal Data please review the Exelsys Online Service’s privacy statement: https://www.exelsyslive.com/Docs/PrivacyPolicy-en-Azure.html
We will not monitor your use of the Online Service, nor will we track, view, censor, edit, remove or disclose your Customer Data that are processed or accessed by the Online Service except to:
We may also monitor your use of the Online Service, and track and view your Customer Data that are processed or accessed by the Online Service in order to improve the Service.
Exelsys alone (and its licensors, where applicable) shall own all rights, titles and interest, including all related Intellectual Property Rights, in and to the Exelsys Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other party relating to the Service. This Agreement is not a sale and does not convey to the Customer any rights of ownership whatsoever in or related to the Service, the Exelsys Technology or to any Intellectual Property Rights owned by Exelsys. The Exelsys name, the Exelsys logo, and the product names associated with the Service are trademarks of Exelsys or third parties, and no right or license is granted to use them.
EXELSYS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ONLINE SERVICE OR ANY CONTENT. EXELSYS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE ONLINE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE ONLINE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ONLINE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY EXELSYS AND ITS LICENSORS.
EXELSYS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EXELSYS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Exelsys represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Exelsys help documentation under normal use and circumstances. The Customer represents and warrants that it has not provided any false information to gain access to the Service and that the Customer’s billing information is correct.
a) Exelsys and the Customer shall keep confidential all information relating to the other party its operations systems processes any of its customers, associates, agents, employees or other howsoever connected parties, obtained under or in connection with the Agreement or as a result thereof or as a result of the presence of Exelsys or its subcontractor(s) at the premises of the Customer and shall not divulge same to any third party without the written consent of the other party.
The provisions of this clause shall not apply to:
b) Exelsys shall disclose confidential information only to those employees who are directly involved in the Agreement or use of the Software and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.
c) Exelsys shall ensure that its Sub-contractors and any other persons, the services of whom have been obtained by Exelsys in the course of providing the Service, are bound by the requirements of this Clause, and shall be directly responsible towards the Customer for any breach or negligence by such Sub-contractors.
d) Exelsys affirms that:
a. Its employees, agents and/or representatives shall execute their duties in accordance with the highest industry standards and will comply with all provisions and requirements of this Agreement.
b. It is understood and agreed by both parties that confidentiality, good faith and trustworthiness extends to any trademarks and/or trade secrets and/or other intellectual property and/or skills that the Customer owns and/or
e) retains and Exelsys undertakes that, its employees, agents, representatives and subcontractors shall treat these as confidential and not disclose and/or make use of same in any way for their purpose and/or to their benefit and/or to any third person, legal or natural.
f) The provisions of this Clause shall continue in force without time limit notwithstanding the termination of the Agreement.
Exelsys 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, will implement reasonable and appropriate technical and organizational measures, such as encrypting data in transit and at rest, applicable to the Online Service to help secure your Customer Data processed or accessed by the Online Service against accidental or unlawful destruction, loss, alteration, unauthorized access or disclosure. You agree that these measures are:
Exelsys is hosted on Microsoft Windows Azure PaaS (Platform as a Service). Microsoft conducts ongoing security testing of the Azure platform. Microsoft maintains security certifications for Azure, including ISO 27001, SOC 1 & 2 Type 2, FedRAMP, and PCI Level 1 and ISO 22301:2012 (Business Continuity Management System).
Exelsys backs up the encrypted data daily, going back 30 days using the Azure Point-in-time restore mechanism. In addition, Exelsys uses Active Geo-replication. Using Active Geo-Replication, a separate readable secondary database in a separate region to that of the primary data center is used and can be switched over in the case a disaster happens in the primary data center.
You may not:
In the case that Exelsys becomes aware that a Personal Data Breach has occurred, it undertakes to notify the Personal Data Breach to the Customer, without undue delay and, where feasible, not later than 72 hours after having become aware of it. Where such notification cannot be achieved within 72 hours, the reasons for the delay will accompany the notification and information may be provided in phases without undue further delay.
The Notice shall include:
We may modify or terminate the Online Service in any country where there is any current or future government requirement or obligation that subjects Exelsys to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for Exelsys to continue operating the Online Service without modification, and/or causes Exelsys to believe these terms or the Online Service may be in conflict with any such requirement or obligation.
We may provide you with information about the Online Service in electronic form. It may be via email to the address you provide when you sign up for the Online Service, or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the Online Service, you have the software and hardware needed to receive these notices. Please note that these Electronic Notices are not for marketing purposes and therefore, if you have an account with us, you will continue to receive these communications.
Should you determine that the Online Service includes a defect, you shall notify us by contacting us and submit a Support Ticket through the Exelsys on-line service Support Tickets function. If this is not available then you can send a message to the following email:
E-mail: SupportTickets@exelsys.net, or in urgent cases call us on +357 22375034, +44 20 3514 7594 SkypeId: exelsys.support.
We shall accept web form-based incident submittal by You 24 hours a day, seven days a week, subject to Priority 1 and Priority 2 events as set out in the table below. We shall use reasonable endeavours to process support requests, issue trouble ticket tracking numbers if necessary, determine the source of the problem and respond to You. We shall use reasonable endeavours to respond to all support requests from You within the time periods specified below, according to priority. We shall determine the priority of any fault in accordance with the following table.
If no progress has been made on a Priority 1 or Priority 2 incident, as per the table below, within the target resolution time, the incident shall be escalated to, and reported to top management.
Priority Description Response time Target resolution time
Target resolution time
The entire Service is completely inaccessible. Priority 1 incidents shall be reported by telephone only.
Within two Normal Business Hours.
Four Normal Business Hours. Continuous effort during Normal Business Hours after initial response and with your co-operation.
Operation of the Services is severely degraded, or major components of the Service are not operational and work cannot reasonably continue. Priority 2 incidents shall be reported by telephone only.
Within four Normal Business Hours.
Within two Business Days after initial response.
Certain non-essential features of the Service are impaired while most major components of the Service remain functional.
Within 4 Normal Business Days.
Within ten Business Days after initial response.
Errors that are, non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Services.
Within 10 Normal Business Days.
When reasonably possible
We shall provide at least a 99.5% uptime Service availability level
The Service will be considered as unavailable only:
The Service will not be considered unavailable if the Down Time is due:
Exelsys will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by Agreement as a result of any cause or condition beyond Exelsys’ reasonable control.
Should any provision of this Agreement be invalid or unenforceable, then the remainder of this Agreement shall remain shall remain valid and in full force. The invalid or unenforceable provision shall be amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible. If this is not possible, it will be construed in a manner as if the invalid or unenforceable part had never been contained therein.
If a Customer is a company or organization registered in Cyprus, this Agreement will be governed by the laws of the Republic of Cyprus and the Courts of the Republic of Cyprus will have exclusive jurisdiction for any dispute arising out of, or relating to this Agreement.
For all other Customers, then this Agreement will be governed by the laws of England and Wales whose Courts will have exclusive jurisdiction for any dispute arising out of, or relating to this Agreement.