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Hosting, Saas and API Service Level Agreement and Acceptable Use Policy

1. INTRODUCTION AND APPLICATION

1.1 This Hosting, SaaS and API Service Level Agreement and Acceptable Use Policy applies to hosted, cloud-based, SaaS, virtual desktop, API, integration, website, portal and related online services supplied, hosted, administered or made available by ESG or the Relevant Group Company.

1.2 This document applies in addition to the Eclipse Software Group Limited Terms and Conditions of Business, the applicable Order Form, Subscription Contract, Data Processing Agreement, Acceptable Usage Policy and any other documents expressly incorporated into the Service Agreement.

1.3 Unless otherwise stated, defined terms used in this document shall have the meanings given to them in the Eclipse Software Group Limited Terms and Conditions of Business.

1.4 References to ESG shall include the Relevant Group Company responsible for supplying, administering, hosting, invoicing or collecting payment for the applicable Products or Services.

1.5 For Software Services, the Relevant Group Company will usually be Eclipse Recruitment Software Ltd.

1.6 For Website Services, API Services, recruitment websites, web integrations and related web services, the Relevant Group Company will usually be Eclipse Recruitment Websites Ltd.

1.7 This document is supplemental to, and does not replace, the Service Agreement. Nothing in this document shall limit ESG’s or the Relevant Group Company’s rights under the Service Agreement, including rights relating to payment, Direct Debit mandates, suspension, termination, acceptable use, data release, confidentiality, intellectual property, limitation of liability and maintenance.

2. SERVICES COVERED

2.1 This SLA may apply to the following services where supplied under an active Subscription Contract:

2.1.1 shared SaaS platform services;

2.1.2 hosted recruitment software services;

2.1.3 hosted customer databases, documents, files, records and associated customer data;

2.1.4 virtual desktop services;

2.1.5 hosted application access;

2.1.6 API services;

2.1.7 web integrations;

2.1.8 candidate portals, client portals, web forms and related online services;

2.1.9 recruitment website hosting and associated web services;

2.1.10 data hosting, backup and restoration services where expressly included;

2.1.11 system monitoring, maintenance, patching, updates and service administration; and

2.1.12 any other hosted, cloud-based, SaaS, online, virtual desktop, API, integration or web service expressly identified in the applicable Order Form or Subscription Contract.

2.2 This SLA does not apply to services, software, systems, integrations, customer environments, third-party platforms, local networks, internet connectivity, customer devices, customer-managed infrastructure or third-party products outside ESG’s or the Relevant Group Company’s reasonable control.

2.3 This SLA applies only while the Customer:

2.3.1 has an active Subscription Contract for the applicable service;

2.3.2 is in good financial standing;

2.3.3 has paid all undisputed sums due;

2.3.4 maintains any required Direct Debit mandate in favour of the applicable Relevant Group Company; and

2.3.5 complies with the Service Agreement and this Acceptable Use Policy.

2.4 No service availability commitment, service credit or other remedy shall apply where the Customer is in payment default, has failed to maintain a required Direct Debit mandate, or is otherwise in material breach of the Service Agreement.

3. RELATIONSHIP WITH STANDARD TERMS

3.1 This SLA and Acceptable Use Policy is supplemental to, and does not replace, the Eclipse Software Group Limited Terms and Conditions of Business.

3.2 In the event of conflict between this document and the Terms and Conditions of Business, the Terms and Conditions of Business shall prevail, except where this document expressly provides a specific service availability commitment or service credit mechanism for the affected hosted service.

3.3 The Customer acknowledges that service credits set out in this SLA, where applicable, are the Customer’s sole and exclusive remedy for failure to meet the applicable service availability commitment.

3.4 Nothing in this SLA shall limit ESG’s or the Relevant Group Company’s rights under the Terms and Conditions of Business, including rights relating to payment, suspension, termination, acceptable use, security, data release, limitation of liability and maintenance.

3.5 This SLA shall not apply to beta, trial, demonstration, evaluation, pilot, pre-release, test, experimental, early-access or customer-specific Software, Products, Services, features, functionality, integrations, APIs, websites or hosted services, unless expressly agreed in writing by ESG or the Relevant Group Company.

4. SERVICE AVAILABILITY COMMITMENT

4.1 Subject to the exclusions in this SLA, ESG or the Relevant Group Company shall use reasonable endeavours to make the applicable hosted production service available for not less than 99.8% of each calendar month.

4.2 The availability commitment applies to the production hosted service environment controlled by ESG or the Relevant Group Company.

4.3 The availability commitment does not apply to:

4.3.1 planned maintenance;

4.3.2 emergency maintenance;

4.3.3 beta, trial, pilot, pre-release, experimental, test or customer-specific functionality;

4.3.4 customer test environments;

4.3.5 development environments;

4.3.6 third-party services or platforms;

4.3.7 customer systems, devices, networks, users, credentials or integrations;

4.3.8 API usage outside agreed limits;

4.3.9 suspension for non-payment, security risk or breach of acceptable use;

4.3.10 service degradation that does not prevent substantial use of the applicable hosted service;

4.3.11 any service not expressly covered by the applicable Subscription Contract; or

4.3.12 any matter excluded under Clause 7.

4.4 ESG and the Relevant Group Company do not guarantee that the Services will be uninterrupted, error-free, secure from all unauthorised access, or available at all times.

4.5 ESG and the Relevant Group Company shall not be responsible for any failure to achieve the availability commitment to the extent caused by matters outside their reasonable control or matters excluded under this SLA or the Service Agreement.

5. MEASUREMENT OF AVAILABILITY

5.1 Service availability shall be measured by ESG’s or the Relevant Group Company’s monitoring systems, support records and incident records.

5.2 A qualifying outage begins when:

5.2.1 ESG or the Relevant Group Company detects a qualifying service outage; or

5.2.2 the Customer reports a qualifying service outage to the support desk and a support ticket is created, whichever occurs first.

5.3 A qualifying outage ends when the affected service is restored to substantial availability or the relevant support ticket is reasonably determined by ESG or the Relevant Group Company to have been resolved.

5.4 Availability shall be calculated over a calendar month as follows:

Availability % = ((Total Monthly Minutes – Qualifying Outage Minutes) / Total Monthly Minutes) x 100

5.5 Planned maintenance, emergency maintenance, excluded outages and service degradation that does not prevent substantial use of the service shall not count as Qualifying Outage Minutes.

5.6 Intermittent issues, slowness, latency, reduced performance or partial degradation shall not be treated as a qualifying outage unless ESG or the Relevant Group Company reasonably determines that the affected service was substantially unavailable.

5.7 Availability shall be measured at service level and not by reference to any individual user, customer device, customer location, customer internet connection, customer network, customer integration or customer third-party system.

5.8 ESG’s or the Relevant Group Company’s monitoring and incident records shall be the primary source for determining service availability and qualifying outage time.

6. SERVICE CREDITS

6.1 Where the applicable hosted production service fails to meet the service availability commitment in Clause 4 during a calendar month, the Customer may request a service credit in accordance with this Clause 6.

6.2 Service credits shall apply only to the monthly recurring charge for the affected hosted service for the affected month.

6.3 Service credits shall not apply to:

6.3.1 implementation fees;

6.3.2 training fees;

6.3.3 data migration fees;

6.3.4 consultancy fees;

6.3.5 support fees not directly related to the affected service;

6.3.6 third-party charges;

6.3.7 annual charges, except to the extent ESG or the Relevant Group Company reasonably calculates the monthly equivalent charge for the affected service;

6.3.8 professional services;

6.3.9 bespoke development;

6.3.10 customer-specific development;

6.3.11 beta, trial, pilot, pre-release, test, experimental or early-access services;

6.3.12 services not directly affected by the qualifying outage; or

6.3.13 any service for which the Customer has not paid all undisputed sums due.

6.4 The maximum service credit for any calendar month shall not exceed 100% of the monthly recurring charge for the affected hosted service for that month.

6.5 The Customer must request a service credit within 10 business days of the end of the calendar month in which the qualifying outage occurred.

6.6 A service credit request must be submitted to the accounts or support contact notified by ESG or the Relevant Group Company and must include:

6.6.1 the Customer name;

6.6.2 account reference or invoice reference;

6.6.3 affected service;

6.6.4 date and time of the alleged outage;

6.6.5 description of the issue;

6.6.6 any support ticket reference; and

6.6.7 such other information as ESG or the Relevant Group Company may reasonably request to validate the claim.

6.7 Service credits shall be applied against future invoices and shall not be paid in cash.

6.8 The provision of service credits shall be the Customer’s sole and exclusive remedy for failure to meet the service availability commitment.

6.9 Service credits shall be calculated as follows:

6.9.1 monthly availability of 98.0% to 99.7%: 10% credit of the affected monthly service charge;

6.9.2 monthly availability of 95.0% to 97.9%: 25% credit of the affected monthly service charge;

6.9.3 monthly availability of 90.0% to 94.9%: 50% credit of the affected monthly service charge

6.9.4 monthly availability below 90.0%: 100% credit of the affected monthly service charge.

6.10 No service credits, refunds, fee reductions or other compensation shall be payable except as expressly set out in this Clause 6 or otherwise expressly agreed in writing by ESG or the Relevant Group Company.

7. EXCLUSIONS FROM SERVICE CREDITS

7.1 Service credits shall not be available for outages, interruptions, degradation, failures, delays or unavailability caused by or resulting from:

7.1.1 planned maintenance;

7.1.2 emergency maintenance;

7.1.3 suspension due to non-payment, failure to maintain a Direct Debit mandate, breach of the Service Agreement or breach of this Acceptable Use Policy

7.1.4 Customer equipment, devices, systems, software, local networks, internet connectivity, browsers, firewalls, VPNs, security software or internal IT environment;

7.1.5 Customer configurations, customisations, permissions, user actions, integrations, API calls, scripts, data, workflows or third-party connections;

7.1.6 failure, delay or unavailability of third-party providers, hosting providers, cloud platforms, network providers, telecommunications providers, DNS providers, domain providers, API providers, payment providers, email providers or other external services;

7.1.7 DNS propagation, domain misconfiguration, registrar issues or third-party DNS failures;

7.1.8 malicious activity, cyberattack, denial-of-service attack, ransomware, malware, viruses, worms, unauthorised access, credential compromise or security exploit, except to the extent caused directly by ESG’s or the Relevant Group Company’s breach of the Service Agreement;

7.1.9 Customer failure to apply patches, updates, security recommendations, configuration changes or instructions reasonably issued by ESG or the Relevant Group Company;

7.1.10 beta, trial, pilot, pre-release, experimental, test or customer-specific functionality;

7.1.11 API usage exceeding agreed limits, published technical limits, rate limits or reasonable technical thresholds applied to protect the security, stability, integrity or availability of the Services;

7.1.12 force majeure events or circumstances outside ESG’s or the Relevant Group Company’s reasonable control;

7.1.13 acts or omissions of the Customer, its users, employees, contractors, suppliers or agents;

7.1.14 suspension or restriction reasonably applied for security, legal, regulatory, operational or service continuity reasons;

7.1.15 issues caused by unsupported browsers, devices, operating systems, software versions or third-party applications;

7.1.16 data corruption, data loss or processing errors caused by Customer Data, Customer systems, Customer instructions, Customer imports, Customer integrations or third-party systems;

7.1.17 failure by the Customer to report the outage promptly and cooperate with reasonable investigation steps; or

7.1.18 any event occurring while the Customer is not in good financial standing.

7.2 The Customer shall not be entitled to a service credit where ESG or the Relevant Group Company is unable to investigate or verify the alleged outage due to the Customer’s failure to provide reasonable information, access, cooperation or evidence.

8. PLANNED MAINTENANCE AND EMERGENCY MAINTENANCE

8.1 ESG or the Relevant Group Company may carry out planned maintenance, emergency maintenance, upgrades, updates, releases, patches, security work, infrastructure changes, backup work, monitoring work, operational improvements and other technical work

8.2 ESG or the Relevant Group Company shall use reasonable endeavours to provide advance notice of planned maintenance where reasonably practicable.

8.3 Unless otherwise notified, the standard maintenance window shall be outside normal UK business hours.

8.4 ESG or the Relevant Group Company may carry out emergency maintenance at any time and without prior notice where reasonably necessary for security, operational, legal, regulatory, supplier, infrastructure or service continuity reasons.

8.5 Planned maintenance and emergency maintenance shall be excluded from availability calculations and shall not give rise to service credits.

8.6 ESG or the Relevant Group Company shall use reasonable endeavours to minimise disruption during maintenance, but does not guarantee that maintenance will be completed within any stated time window.

8.7 The Customer acknowledges that applying patches, updates, releases and security changes may be necessary to protect the Services, Customer Data, other customers, infrastructure, third-party platforms and the wider shared SaaS environment.

8.8 ESG or the Relevant Group Company may require the Customer to take reasonable steps in connection with maintenance, updates or changes, including updating local software, restarting sessions, updating API calls, changing credentials, applying configuration changes or following reasonable technical instructions.

9. CUSTOMER RESPONSIBILITIES

9.1 The Customer shall be responsible for:

9.1.1 ensuring that its users are properly authorised and trained;

9.1.2 maintaining the confidentiality and security of usernames, passwords, API keys, access credentials, administrator accounts and authentication devices;

9.1.3 ensuring that its local devices, networks, internet connections, browsers, operating systems, firewalls, VPNs, security software and internal IT environment are suitable for accessing the Services;

9.1.4 ensuring that Customer Data uploaded to or processed through the Services is accurate, lawful, suitable, appropriate and backed up where required by the Customer;

9.1.5 using the Services in accordance with the Service Agreement, documentation, reasonable instructions and this Acceptable Use Policy;

9.1.6 promptly reporting faults, errors, suspected breaches, misuse, compromised credentials or security concerns;

9.1.7 maintaining any required Direct Debit mandate and paying all undisputed sums when due;

9.1.8 ensuring that API usage, integrations and automated processes comply with applicable documentation, agreed limits, authentication requirements and reasonable technical requirements notified by ESG or the Relevant Group Company

9.1.9 ensuring that third-party systems connected to the Services are properly licensed, maintained and secured;

9.1.10 ensuring that use of the Services complies with all applicable laws and regulations;

9.1.11 ensuring that its users do not misuse the Services or act in breach of this Acceptable Use Policy;

9.1.12 maintaining appropriate internal controls over user access and permissions; and

9.1.13 notifying ESG or the Relevant Group Company promptly when users leave, change roles or no longer require access.

9.2 The Customer shall not be entitled to service credits, refunds, fee reductions or other remedies where an issue arises from the Customer’s failure to comply with this Clause 9.

9.3 The Customer is responsible for all use of the Services by its users, employees, contractors, agents, representatives and any person using its accounts, credentials, systems or integrations.

10. SHARED SAAS PLATFORM TERMS

10.1 The Customer acknowledges that shared SaaS services may operate on shared infrastructure, shared application services, shared databases, shared security controls, shared monitoring services and shared platform components.

10.2 ESG or the Relevant Group Company may apply reasonable technical, operational, security, storage, API, performance or usage controls to protect the stability, security, integrity and availability of the shared SaaS platform.

10.3 The Customer shall not use the shared SaaS platform in a way that adversely affects, or may adversely affect, the performance, security, integrity or availability of the platform or services provided to other customers.

10.4 ESG or the Relevant Group Company may throttle, limit, suspend, block or restrict activity that it reasonably considers excessive, harmful, insecure, unlawful, abusive or likely to affect the shared SaaS platform or other customers.

10.5 The Customer acknowledges that updates, patches, releases and changes may be applied to the shared SaaS platform from time to time and may affect functionality, appearance, performance, workflows or integrations.

10.6 ESG or the Relevant Group Company may make changes to the shared SaaS platform where reasonably required for security, performance, compatibility, product development, supplier requirements, legal compliance, operational efficiency or service improvement.

10.7 The Customer shall not attempt to bypass, disable, interfere with, overload, test, scan, probe, reverse engineer or circumvent the shared SaaS platform, security controls, licence controls, access controls, API controls, storage controls or other technical restrictions.

10.8 The Customer acknowledges that shared SaaS platform services may be updated for all customers at the same time and that ESG or the Relevant Group Company is not obliged to maintain separate legacy versions, configurations or behaviours unless expressly agreed in writing.

11. VIRTUAL DESKTOP TERMS

11.1 Where virtual desktop services are provided, the Customer acknowledges that performance may depend on factors including internet connectivity, local device performance, user location, bandwidth, latency, peripherals, customer network configuration and third-party infrastructure.

11.2 The Customer shall ensure that users access virtual desktop services only through approved methods and with appropriate credentials.

11.3 The Customer shall not install, attempt to install, run or use unauthorised software, scripts, tools, agents or services within any virtual desktop environment without ESG’s or the Relevant Group Company’s prior written consent.

11.4 The Customer shall not use virtual desktop services for activities that are unlawful, harmful, excessive, security-sensitive, resource-intensive or outside the scope of the Service Agreement.

11.5 ESG or the Relevant Group Company may restrict, reset, reconfigure, patch, update, rebuild, suspend or remove virtual desktop access where reasonably necessary for security, operational, licensing, supplier, support or service continuity reasons.

11.6 The Customer shall not use virtual desktop services to store, process, download, upload or transmit material that is unlawful, insecure, excessive, outside the agreed scope of service or contrary to this Acceptable Use Policy.

11.7 The Customer shall not attempt to obtain administrator access, elevated privileges or system-level access to any virtual desktop environment unless expressly authorised by ESG or the Relevant Group Company.

11.8 The Customer shall not use virtual desktop services to mine cryptocurrency, run unauthorised servers, operate high-volume automated processes, distribute malware, host unlawful content, perform scanning or probing, or carry out activity that may compromise the service or other customers.

11.9 ESG or the Relevant Group Company shall not be responsible for performance issues caused by the Customer’s internet connection, local devices, peripherals, printers, scanners, local network, VPN, firewall, broadband provider or user environment.

12. API SERVICE TERMS

12.1 Where API Services are provided, the Customer shall use the API only in accordance with the applicable documentation, credentials, authentication requirements, technical requirements and reasonable instructions issued by ESG or the Relevant Group Company.

12.2 The Customer shall keep API keys, tokens, secrets, certificates and credentials secure and shall not disclose them to unauthorised persons.

12.3 The Customer shall be responsible for all API calls, integrations, scripts, automations, third-party connections and data transfers made using its API credentials.

12.4 ESG or the Relevant Group Company may apply reasonable technical controls, rate controls, authentication requirements, security controls, monitoring, throttling or access restrictions to API Services where reasonably necessary to protect the security, stability, integrity or availability of the Services, the shared SaaS platform, Customer Data, other customers, third-party systems or ESG’s or the Relevant Group Company’s infrastructure.

12.5 ESG or the Relevant Group Company may suspend, rotate, revoke or replace API credentials where reasonably necessary for security, misuse, suspected compromise, excessive or abnormal usage, legal compliance, technical protection or service stability.

12.6 ESG or the Relevant Group Company shall not be responsible for failures, errors, losses or delays caused by Customer integrations, third-party systems, incorrect API usage, malformed requests, unsupported use, abnormal usage, excessive automated activity or failure to follow API documentation.

12.7 API Services may be updated, modified, deprecated or withdrawn from time to time. ESG or the Relevant Group Company shall use reasonable endeavours to provide notice of material API changes where reasonably practicable.

12.8 The Customer shall not use API Services to scrape, extract, copy, replicate, overload, resell, benchmark, reverse engineer or misuse the Services.

12.9 The Customer shall not use API Services in a way that compromises data security, circumvents user permissions, breaches data protection law, exceeds authorised access, or causes excessive or abnormal load on the Services.

12.10 Where API Services connect to third-party systems, the Customer is responsible for ensuring it has all necessary rights, permissions, licences, consents and lawful bases required for such integration and data transfer.

12.11 The Customer shall ensure that any API integration, script, automation or third-party connection is designed and operated in a secure, stable and reasonable manner and does not adversely affect the Services, the shared SaaS platform, other customers or any third-party system.

12.12 ESG or the Relevant Group Company may require the Customer to amend, pause, disable or remove any API integration, script, automation or third-party connection where ESG or the Relevant Group Company reasonably considers that it may adversely affect security, performance, availability, data integrity, service stability or legal compliance.

13. CUSTOMER DATA, BACKUPS AND RESTORATION

13.1 The Customer remains responsible for the content, accuracy, legality, integrity, retention and use of Customer Data.

13.2 ESG or the Relevant Group Company shall maintain backup, restoration and disaster recovery arrangements appropriate to the Services provided, as determined by ESG or the Relevant Group Company.

13.3 Unless expressly agreed in writing, backups are maintained for operational resilience and disaster recovery purposes and are not intended to replace the Customer’s own records, exports, archive processes or business continuity arrangements.

13.4 Restoration of Customer Data may be subject to technical limitations, backup availability, backup integrity, timing of backup cycles, data corruption, Customer actions, third-party systems and the nature of the affected service.

13.5 ESG or the Relevant Group Company may charge for data restoration, data extraction, data export, migration, technical assistance or recovery work unless such work is expressly included within the applicable Subscription Contract.

13.6 ESG or the Relevant Group Company shall not be responsible for data loss, corruption, deletion, overwrite, duplication, inaccuracy or degradation caused by:

13.6.1 Customer actions or omissions;

13.6.2 Customer Data supplied to ESG or the Relevant Group Company;

13.6.3 Customer imports, exports, integrations or API calls;

13.6.4 third-party systems;

13.6.5 unauthorised use of Customer credentials;

13.6.6 user error;

13.6.7 Customer configuration;

13.6.8 Customer failure to follow instructions or maintain appropriate records; or

13.6.9 matters outside ESG’s or the Relevant Group Company’s reasonable control.

13.7 Data return, release, transfer, export and deletion shall be governed by the Service Agreement and the Data Processing Agreement.

14. SECURITY, ACCESS AND CREDENTIALS

14.1 The Customer shall keep all usernames, passwords, API keys, access tokens, authentication credentials, administrator accounts and other access details confidential and secure.

14.2 The Customer shall not disclose access credentials to any unauthorised person.

14.3 The Customer shall use reasonable endeavours to prevent unauthorised access to the Services.

14.4 The Customer shall notify ESG or the Relevant Group Company immediately if it becomes aware of, or reasonably suspects:

14.4.1 unauthorised access;

14.4.2 compromised credentials;

14.4.3 misuse of the Services;

14.4.4 a security incident;

14.4.5 an actual or suspected data breach;

14.4.6 unauthorised API usage; or

14.4.7 any other matter that may affect the security, integrity or operation of the Services.

14.5 ESG or the Relevant Group Company may require the Customer to reset passwords, rotate API keys, enable additional security controls, update access methods or take other reasonable security steps.

14.6 ESG or the Relevant Group Company may suspend, restrict or disable access where it reasonably believes that credentials have been compromised, the Customer’s account is insecure, or continued access may create a security, legal, operational or data protection risk.

14.7 The Customer shall ensure that access rights are reviewed regularly and that access is removed promptly when no longer required.

15. SUPPORT AND INCIDENT REPORTING

15.1 The Customer shall report incidents, faults and suspected outages through the support channels notified by ESG or the Relevant Group Company.

15.2 The Customer shall provide sufficient information to allow ESG or the Relevant Group Company to investigate the issue, including:

15.2.1 affected service;

15.2.2 affected users;

15.2.3 date and time of issue;

15.2.4 error messages

15.2.5 screenshots where appropriate;

15.2.6 steps to reproduce the issue;

15.2.7 details of any recent Customer changes;

15.2.8 details of any relevant third-party systems or integrations; and

15.2.9 any other information reasonably requested by ESG or the Relevant Group Company.

15.3 ESG or the Relevant Group Company shall use reasonable endeavours to investigate and respond to support issues in accordance with the applicable Subscription Contract and support arrangements.

15.4 Unless expressly agreed in writing, this SLA does not provide guaranteed response times, fix times or resolution times.

15.5 ESG or the Relevant Group Company may close a support ticket where:

15.5.1 the issue has been resolved;

15.5.2 the issue cannot be reproduced;

15.5.3 the Customer fails to provide requested information;

15.5.4 the issue is caused by a third-party service, Customer system, Customer configuration or unsupported use

15.5.5 the issue falls outside the scope of support; or

15.5.6 the Customer is in breach of the Service Agreement.

15.6 ESG or the Relevant Group Company may charge for support outside the scope of the applicable Subscription Contract, including support required due to Customer error, misuse, third-party systems, integrations, unsupported configurations, data issues or failure to follow instructions.

16. ACCEPTABLE USE POLICY

16.1 The Customer shall not use, or permit the use of, the Services:

16.1.1 unlawfully, fraudulently, deceptively or maliciously;

16.1.2 to upload, store, transmit, display, distribute or process unlawful, harmful, abusive, defamatory, infringing, malicious, threatening or otherwise objectionable material;

16.1.3 to infringe intellectual property rights, privacy rights, data protection rights or other rights of any person;

16.1.4 to send spam, unsolicited communications, phishing messages, spoofed messages, bulk abusive communications or harmful communications;

16.1.5 to introduce viruses, malware, ransomware, worms, trojans, spyware, harmful code or other destructive material

16.1.6 to perform unauthorised scanning, probing, testing, scraping, crawling, penetration testing, vulnerability testing or access attempts;

16.1.7 to interfere with, damage, disable, overburden, disrupt or impair any system, network, software, platform, service, website, API, data or infrastructure;

16.1.8 to gain or attempt to gain unauthorised access to any system, data, account, network, API, website or service;

16.1.9 to conceal identity, forge headers, impersonate others or misrepresent the source of communications;

16.1.10 to exceed agreed usage limits, storage limits, reasonable technical restrictions or controls applied to protect the Services;

16.1.11 to mine cryptocurrency or perform other resource-intensive activity not expressly authorised in writing;

16.1.12 to operate unauthorised servers, relays, proxies, bots, crawlers or automated tools;

16.1.13 to use the Services in a way that may damage the reputation, systems, services, infrastructure, customers or suppliers of ESG, the Relevant Group Company or any Group Company; or

16.1.14 to use the Services in a way that may expose ESG, the Relevant Group Company or any Group Company to legal, regulatory, security, contractual, operational or reputational risk.

17. SUSPENSION AND PROTECTIVE ACTION

17.1 ESG or the Relevant Group Company may suspend, restrict, throttle, disable, remove or block access to all or part of the Services immediately and without liability where it reasonably considers that:

17.1.1 the Customer has breached this SLA or Acceptable Use Policy;

17.1.2 the Customer has breached the Service Agreement;

17.1.3 the Customer has failed to pay any undisputed sum when due;

17.1.4 the Customer has failed to maintain any required Direct Debit mandate;

17.1.5 the Services are being used unlawfully, abusively, excessively or insecurely;

17.1.6 suspension is necessary to protect the security, integrity, availability or performance of the Services;

17.1.7 suspension is required by law, regulator, court order, law enforcement authority or third-party provider;

17.1.8 the Customer’s account, credentials, systems or integrations may have been compromised;

17.1.9 the Customer’s use of the Services may affect the shared SaaS platform or other customers; or

17.1.10 continued provision may expose ESG, the Relevant Group Company or any Group Company to legal, regulatory, security, contractual, financial or reputational risk.

17.2 Suspension shall not affect the Customer’s obligation to pay all sums due under the Service Agreement

17.3 ESG or the Relevant Group Company may require the Customer to pay all outstanding sums, reactivation charges, administrative charges and reasonable costs before reinstating Services

17.4 ESG or the Relevant Group Company shall use reasonable endeavours to notify the Customer of suspension where lawful and reasonably practicable, but may suspend immediately and without prior notice where urgent action is reasonably required.

17.5 ESG or the Relevant Group Company shall not be liable for any loss, damage, business interruption, loss of data, loss of profits, loss of opportunity or other liability arising from suspension or protective action taken in accordance with this Clause 17.

18. CHANGES TO SERVICES

18.1 ESG or the Relevant Group Company may update, modify, replace, enhance, reconfigure, patch, withdraw or discontinue any element of the Services where reasonably required for technical, operational, security, legal, regulatory, supplier, compatibility, product development or service improvement reasons.

18.2 ESG or the Relevant Group Company shall use reasonable endeavours to avoid materially reducing the overall functionality of paid production services during the applicable Subscription Contract term

18.3 The Customer acknowledges that cloud-based, SaaS, hosted, API and online services evolve over time and may be updated without requiring a new Order Form.

18.4 ESG or the Relevant Group Company may cease supporting legacy versions, outdated integrations, deprecated API endpoints, unsupported browsers, unsupported devices or obsolete technical configurations.

18.5 Where the Customer’s systems, integrations, workflows or processes depend on a specific feature, API endpoint, version, behaviour or configuration, the Customer is responsible for monitoring notices and making any required adjustments.

19. UPDATES TO THIS SLA AND ACCEPTABLE USE POLICY

19.1 ESG or the Relevant Group Company may update this SLA and Acceptable Use Policy from time to time.

19.2 Updated versions may be published on the Eclipse Software website or otherwise notified to the Customer.

19.3 The version in force at the time of any new order, renewal, continued use or Subscription renewal shall apply to that order, renewal, continued use or Subscription renewal, unless otherwise agreed in writing.

19.4 Where an update is required for security, legal, regulatory, supplier, operational or service protection reasons, ESG or the Relevant Group Company may apply the update immediately.

19.5 Continued use of the Services following publication or notification of an updated SLA or Acceptable Use Policy shall constitute acceptance of the updated version.

20. GENERAL

20.1 This SLA and Acceptable Use Policy shall be governed by and construed in accordance with the laws of England and Wales.

20.2 Any dispute arising out of or in connection with this SLA and Acceptable Use Policy shall be subject to the exclusive jurisdiction of the courts of England and Wales.

20.3 If any provision of this SLA or Acceptable Use Policy is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue in full force and effect.

20.4 No failure or delay by ESG or the Relevant Group Company to enforce any provision of this SLA or Acceptable Use Policy shall constitute a waiver of that provision or any other right or remedy.

20.5 This SLA and Acceptable Use Policy shall survive termination or expiry of the Service Agreement to the extent required to enforce accrued rights, payment obligations, confidentiality obligations, acceptable use restrictions, data protection obligations, security obligations, suspension rights and limitation of liability provisions.