1. The Statement(s) of Work; and
2. These Terms and Conditions, being:
2.1 Background, Definitions and Interpretations
2.2 Core Terms at Schedule 1: these govern the relationship between Us and You in relation to all the products and services supplied by the Access Contracting Party.
2.3 Data Processor Terms at Schedule 2: these govern the processing of Your personal data by Us.
2.4 Product Specific Terms at Schedule 3: these apply only to the extent that We are to provide You with that Access Product or
Service.
Acceptable Use Policy
means the following policy which we may update from time to time, which is available here:
Acceptable Use Policy or, for CHS, the policy found here: CHS Acceptable Use Policy We reserve the right to amend these policies from time to time;
Access Contracting Party
means the party identified in the table below, based on the Access Product (and where applicable, Your Account Country). Where the Statement of Work has multiple Access Contracting Parties, there will be multiple Agreements in respect of the Statements of Work between You and the relevant Access Contracting Party. Where the Statements of Work includes Consulting Services without the relevant Access Product being included, the Access Product to which the Consulting Services relates shall be used to ascertain the Access Contracting Party.
| Access Product | Access Contracting Party | Registration Number and Country |
|---|---|---|
| Aspire Digital Group Paysuite | Aspire Digitel Group Ltd | 04595169, England and Wales |
| Engage | Caboodle Technology Limited | 6784632, England and Wales |
| EarlyPay | Aspire Digitel Group Ltd | 04595169, England and Wales |
| Smart Debit | Aspire Digital Group Paysuite Ltd | 04595169 , England and Wales |
| Collins | W.F.L Media | 07076964, England and Wales |
| PeopleXD (where Your Account Country is in the Republic of Ireland) | Access Workspace Ireland Limited | 91755, Republic of Ireland |
| COINS (where Your Account Country is in the Republic of Ireland) | ||
| Guestline & GuestPay (where Your Account Country is in the Republic of Ireland) | ||
| Bookboon (where Your Account Country is within the European Union) | Bookboon ApS | 28 85 24 44, Denmark |
| Fathom | Access Software Australia Pty Ltd | ABN 40 071 007 326, ACN: 071 007 326, Australia |
| COINS (where Your Account Country is located in an APAC Country) | ||
| Guestline & GuestPay (where Your Account Country is in Australia) | ||
| Lightyear (where Your Account Country is in Australia or New Zealand) | ||
| COINS (where Your Account Country is located in the United States of America) | Construction Industry Solutions Corp | 404269, New York, US |
| Verify | Aspire Digital Group Paysuite Ltd | 04595169, England and Wales |
| PeopleXD (where Your Account Country is not located in the Republic of Ireland) | Access UK LTD | 02343760, England and Wales |
| Bookboon (where Your Account Country is outside of the European Union) | ||
| COINS (where Your Account Country is not located in the Republic of Ireland, the United States of America or an APAC Country) | ||
| Guestline & GuestPay (where Your Account Country is not located in the Republic of Ireland or an APAC Country) | ||
| Other Access Products, Access Managed Services, and FlexPoints (save for where Your Account Country is in an APAC Country). | ||
| Lightyear (where Your Account Country is not located in Australia or New Zealand) | ||
| Any other Access Product or Access Managed Services when Your Account Country is in an APAC Country | As specified in the Statement of Work | |
Access Managed Services (“AMS”)
means Cloud Hosting Services, Hosting Infrastructure Services (but expressly excluding Hosting
Infrastructure Services to host Software) and any related or other managed service, in each case
as described in the Statement(s) of Work and any applicable Service Description;
Access Payroll Services
means payroll services as set out in the applicable Statement(s) of Work, including any terms of
reference contained therein;
Access Product(s)
means CaaS, SaaS, Software (including components or modules that are owned by Us and made
available under this Agreement either on premise or in the cloud), or any other product as described
in the relevant Statement(s) of Work (but excluding Services). Where multiple Products are
purchased, the definition shall apply to multiple Access Products;
Aspire Digital Group Success Plan
means any packaged support service that is specified in the Statement of Work, provided by Us in
accordance with clause B.3.1 of Schedule 3. The datasheet which applies is determined by the
datasheet referenced in the Statement of Work, or, if no data sheet is referenced, by the Jurisdiction
(see the definition of “Jurisdiction” and “APAC Country” for the relevant jurisdiction in relation to the
Access Product), as set out below:
| Jurisdiction | Success Plan Datasheet |
|---|---|
| Non-APAC Country (outside of the United States of America) | www.Aspire Digital Group.com |
| APAC Country | www.Aspire Digital Group.com |
| United States of America | www.Aspire Digital Group.com |
Account Country
is the country associated with your account. If you have provided a valid tax registration number for
your account, then your Account Country is the country associated with your tax registration. If you
have not provided a valid tax registration, then your Account Country is the country where your billing
address is located, except if you have a credit card associated with your Access account that is issued
in a different country and your contact address is also in that country, then your Account Country is
that different country;
Agreement
means the Framework Agreement, as described in paragraph 1 of “Background” above, consisting of
Terms and Conditions and the relevant Statement(s) of Work;
API
means an Application Programming Interface, either between Access Products or an Access Product
and a third-party product;
APAC Country
means either Brunei, Hong Kong, Indonesia, Malaysia, Myanmar, Philippines, Singapore, Taiwan,
Thailand, Australia, New Zealand, Fiji, Papua New Guinea, Solomon Island, Vanuatu, or Tonga.
Audit Conditions
means the terms and conditions as updated from time to time pertinent to You (or a third party
authorised by You) auditing Us, as found here: Audit Conditions
Authorised User
means any employee of Yours or a Permitted User (and not an employee of any Group Companies)
that You have authorised to use an Access Product;
Business Days
means Monday to Friday excluding bank holidays and public holidays in the applicable Jurisdiction;
Business Hours
means the hours of 0900 to 1700 on Business Days;
CaaS
Content as a Service means the cloud based online Access Product as set out in the Statement(s) of Work;
CaaS Content
Maintenance
Statement
means the following statement as updated from time to time by Us: Content Maintenance Statement
Cancellation Policy
means the following policy as updated from time to time by Us: Aspire Digitel Group Ltd
CHS Technical
Support
shall be as described in the Service Description for Cloud Hosting Services;
Cloud Hosting
Services (“CHS”)
as described in the Service Description and/or deployment described in the relevant Statement(s) of Work;
Confidential Information
means any information, however conveyed or presented that relates to the business, affairs,
operations, customers, processes, budgets, pricing policies, product information (including
technical and security information), strategies, developments, trade secrets, know-how, personnel
and suppliers of the disclosing party, together with all information derived by the receiving party from
any such information, any information clearly designated by the party as being confidential, and
any other information which ought reasonably be considered to be confidential (whether or not it is
marked “confidential information”).;
Consulting Services
means the consultancy services specified in an applicable Statement of Work and may include, but is
not be limited to, FlightPath, training, implementation, configuration, integration, and/or general IT
consultancy services;
Copilot Policy
means the terms of use available here Copilot Terms of Use and privacy statement available here
Privacy Notice which are also available within Our Copilot feature and govern the use of Our Copilot
feature. We reserve the right to amend these from time to time.
Customer Content
means information, software, photographs, text, video, graphics, music, sound, and other material
that is provided by You (or Your Authorised users) and displayed on or otherwise made available via
the Access Product or any other product provided to You by Us.
Customer Data
means any of the data and/or databases owned by You and provided to Us in connection with this Agreement;
Customer Equipment
means Your computer equipment, operating system, computer network infrastructure hardware and associated telecom links and networks;
Documentation
means documents or online help (provided in any media and made available by Access) relating to
the Access Product which may be updated from time to time;
Effective Date
shall be the date on which You execute the Statement of Work;
Event of Insolvency
means the situation in which a party becomes insolvent, has an insolvency practitioner appointed
over the whole or any part of its assets, enters into any compound with creditors, or has an order
made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for solvent
amalgamation or reconstruction), or an analogous event occurs in respect of a party in any
jurisdiction to which that party is subject;
Exit Policy
means (if applicable) the policy document which sets out the offboarding process for the Access
Product which may be updated by Us from time to time;
Fees
means any fees, charges, costs and expenses paid or payable under this Agreement by You;
FlexPoints
provide for a means to book applicable (per the FlexPoints Datasheet) Consulting Services;
FlightPath
means (if available) a defined implementation process for the Access Product as set out in the
Statement of Work and described at Aspire Digitel Group Ltd
Further Term
means a further term of 12 months or such other period as is set out in the Statement(s) of Work commencing at the conclusion of the Initial Term or any Further Term;
Governing Law (and Jurisdiction)
the governing law and jurisdiction of the Agreement is determined by reference to the Access Contracting Party (and where, applicable, Your Account Country (see definition of “Access Contracting Party” above), as set forth in the table below:
| Aspire Digital Group Contracting Party | Governing Law | Jurisdiction |
|---|---|---|
| AspireDigital Group UK Ltd,Aspire Digital Group Paysuite Ltd, W.F.L Media, Guestline Limited (Thailand Branch), Caboodle Technology Limited | The laws of England and Wales | Courts of England and Wales |
| Aspire Digital Group Workspace Ireland Limited | The laws of the Republic of Ireland | Courts of Ireland |
| Construction Industry Solutions Corp | The laws of New York | Courts of New York |
| Bookboon ApS | The laws Denmark | Courts of Copenhagen |
| Aspire Digital Group Software Australia Pty Ltd | The laws of Australia | New South Wales |
| Aspire Digital Group Workspace NZ Limited | ||
| Aspire Digital Group Software Asia Pte Ltd Aspire Digital Group Software Sdn. Bhd Aspire Digital Group Workspace Malasia Sdn.Bhd HiringBoss Holdings Pte Ltd Concilio Pte Ltd | The laws of Singapore | Singapore |
Group Companies
means any company which is a holding company or subsidiary, or a subsidiary of a holding company of either party. Regardless of the applicable Governing Law, the definitions of “subsidiary” and “holding company” shall be as given to them at section 1159 of the UK’s Companies Act 2006 (as amended from time to time);
Hosting Infrastructure
Services
means the deployment as set out in the relevant Statement(s) of Work;
Initial Licence
means, if applicable, the permission granted to the Licensee to hold the Software only but not access or use the Access Product;
Initial Licence Fee
means the fee for the Initial Licence (if applicable) as set out in the relevant Statement of Work;
Initial Term
means 36 months from the Start Date or such other period as is set out in the relevant Statement of Work;
Installation Date
means all intellectual and industrial property rights, including patents, trademarks, logos, brand, company names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
Intellectual Property Rights
means all intellectual and industrial property rights, including patents, trademarks, logos, brand, company names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;
Licence
means the permission granted to the Licensee to use (if applicable) the Access Product on the terms of this Agreement during the Licence Term;
Licence Term
means the Initial Term plus any applicable Further Term;
Licensee
means You and/or the Permitted Users;
Notice
means in accordance with clause 8.4 of Schedule 1. For the avoidance of any doubt, the obligation to notify as used throughout this Agreement is an obligation to provide Notice, unless expressly stated to the contrary;
Permitted Users
means the entities (including You) listed in the Statement(s) of Work permitted to use the Access Product as a Licensee;
SaaS
Software as a Service (or SaaS) means the cloud based online software as set out in the Statement of Work;
SaaS Fee
means the fee payable for the SaaS in each 12-month period, as described in clause A.4 of Schedule 3;
SaaS SLA
means the applicable service level agreement, as determined by reference to the Jurisdiction, as set out below, and as amended by Us from time to time:
| Jurisdiction | SaaS SLA |
|---|---|
| Courts of England and Wales | www.Aspire Digital Group.com |
| Courts of Ireland | |
| Courts of New York | |
| New South Wales | www.Aspire Digital Group.com |
| Singapore |
Services
means, as applicable, the Technical Support, Consulting Services (whether or not ordered using
FlexPoints), FlightPath, Direct Debit, Hosting Infrastructure Services, Access Managed Services,
Variable Consumed Services, hardware support and/or any other professional services to be
provided by Us as set out in the Statement of Work (but which shall exclude the Access Products);
Service Description
means the following document relating to AMS: www.AspireDigitalGroup.com
Software
means the Access Product as specified in the Statement(s) of Work, which is considered Software,
not SaaS;
Statement(s) of Work
means each Statement of Work specifying the Access Products or Services to be supplied under this Agreement. For the avoidance of doubt, an order form (or anything synonymous with the same) pertaining to the Access Products or Services and signed by both parties will be considered a Statement of Work for the purposes of this Agreement. The parties acknowledge that some Statements of Work prepared by Us may only require signature from You;
Subscription Licence Fees
means the fee payable for the Licence in each Subscription Period, as described in clause A.3 of Schedule 3;
Subscription Period
means each 12-month period (or such other period as set out in the Statement of Work) during the Licence Term, commencing from the Start Date;
Support Fee
means either the fee for the Technical Support or Aspire Digital Group Success Plan as set out in the relevant Statement(s) of Work;
Technical Support
means technical support in relation to the operation and/or use of the Access Product(s) or Services (where applicable);
Terms and Conditions
means these terms and conditions, including Schedules 1 to 3 (inclusive) and all terms embedded in the links referenced herein which shall be given effect to as though they were set out in the body of these Terms and Conditions;
The Aspire Digital Group
means any of the Group Companies of the Aspire Digital Group Contracting Party;
Third-Party API, API Data,
and Transferred API Data
each have the meanings ascribed to them as set out within the relevant Data Processing Addendum, at clause 1.2 of Schedule 2;
Third Party Products
means any software, software-as-a-service, platform, service, or other product owned or licensed by a third party which is licensed by Us to You under the Statement of Work, subject to any applicable Third Party Terms;
Third Party Provider
means the relevant licensor of Third Party Products;
Third Party Terms
means the terms and conditions applicable to Third Party Products as provided to you from time to time only insofar as is permitted in the relevant Third Party Terms;
Thresholds
means any usage restriction applicable to the Access Product (or part thereof), as set out in the Statement of Work;
Transfer Regulations
means any law (regardless of Governing Law) which applies to the commencement or cessation of this Agreement and deals with (either in whole or in part) employees of one-party transferring (the ‘transferor’) to the other party (the ‘transferee’). An example being the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any successor legislation thereto applicable in England and Wales;
Variable Consumed
Services
means services which are chargeable as consumed and offered in conjunction with Our Access
Product(s) subject to any minimum payment as included in the Statement of Work;
Warranty Period
means 12 months from the Start Date;
We (Us, Our)
means the applicable Access Contracting Party, as defined in these Terms and Conditions;
Website Customer
means a customer who has purchased an eligible Access Product directly from Our website subject to the terms of this Agreement and the Website Customer Terms;
Website Customer Terms
means the commercial terms We have made available on Our website which apply to the purchase of an eligible Access Product from Our website by a Website Customer;
You (Your)
means the customer as set out in the relevant Statement of Work.