dataJAR End User Service Agreement (EUSA)
It will take you approximately 12 minutes to read this agreement.
The purpose of this agreement is to set clear expectations for the delivery of Services supplied by dataJAR (us/we, DATA JAR LTD, a company registered in England and Wales under company number 08750679, with its registered office at 39 Sackville Road, Hove, East Sussex, BN3 3WD) to the End User (you/your).
This agreement constitutes the entire agreement between dataJAR and you, to the exclusion of any other terms, implied or otherwise. You agree that you are not relying on any statement, promise, representation, assurance or warranty made or given by, or on behalf of, dataJAR which is not set out in this agreement.
This section applies to all Services described in your contract as a ‘Non-Subscription Service’ (Project).
How do I know what will be covered in the Project?
A Scope of Work shall be supplied to you. The Scope of Work will include information about:
(i) Deliverables – a description of the work that dataJAR shall complete during the Project, as agreed with you.
(ii) Prerequisites – a list of requirements that you must meet in order for dataJAR to be able to successfully deliver the Project.
Where will the Project be delivered?
Projects will be delivered remotely, unless a delivery address is specified in the Scope of Work.
When will the Project be delivered?
Any dates indicated to you prior to placement and acceptance of an order are for guidance only and are not guaranteed. Once your order has been accepted and you have signed the Scope of Work, dataJAR will contact you to offer available dates.
If there is any urgency to have your Project scheduled, you can speed things up by completing the Prerequisites as soon as possible, even before prompted to do so by dataJAR.
What if I want to reschedule or cancel?
To reschedule or cancel a Project, you must give dataJAR at least 14 days notice by email. If less than 14 days notice is given, fees shall apply as per the below table. If dataJAR manages to schedule another Project during the cancelled Project time, dataJAR may, at its sole discretion, waive all or part of the cancellation fee.
|Notice Given||Reschedule/cancellation Fee|
|14 days or more||None|
|7-13 days||50% of the value of the scheduled service|
|0-6 days||100% of the value of the scheduled service|
If you cancel (not reschedule), you shall be invoiced for any time which dataJAR has already spent preparing for the Project, from the time that this agreement comes into force up until the time that written cancellation notice is received, at dataJAR’s standard hourly rate.
If more than 12 months pass after dataJAR has notified you that it will deliver the Services, yet the Services are not scheduled due to your failure to:
(i) communicate with dataJAR;
(ii) provide adequate instructions; or
(iii) complete the Prerequisites, then dataJAR shall cancel the Project and any cancellation fees applicable as per the cancellation fee table shall apply.
Total cancellation charges shall not exceed 100% of the value of the scheduled Services.
If you are purchasing dataJAR Services via a Partner, it is your responsibility to make yourself aware of any cancellation policies or charges that may apply between yourself and your Partner.
What if I want to change the Deliverables?
If you decide you would like to change the work that dataJAR is due to complete during your Project, you should email your change request to dataJAR for review. The change request will be approved, approved with amendments, or rejected at dataJAR’s sole discretion.
Significant changes to your Scope of Work may be subject to a re-quote.
In the event that a change request results in the Project being cancelled or rescheduled, cancellation fees shall apply as per the ‘What if I want to reschedule or cancel?’ section.
When will I be invoiced?
You will be invoiced for items described as ‘Non-Subscription Services’ once the Project is complete. Other items may be invoiced at different times, so please refer to the relevant section for more information.
Project delivery will be considered complete once you have signed the Project Acceptance Form. If the Project Acceptance Form is not signed but no issues have been raised by email then Project delivery will be considered complete 3 days after the final scheduled day of the Project.
If you are purchasing via a Partner, it is your responsibility to make yourself aware of your Partners invoicing terms.
What if the Project is not completed on time?
dataJAR shall use best endeavours to correctly estimate the time required for the Project. However, if a Project is not completed on time, dataJAR will review the reasons for this.
If dataJAR determines that a delay has been caused due to a failure by dataJAR, then we will advise you what the reason for delay was, and schedule more time to complete the Project as a priority and at dataJAR’s own cost.
If dataJAR determines that a delay has been caused due to a failure by you, including but not limited to:
(i) Failure to respond to dataJAR’s questions within a reasonable timeframe
(ii) Incomplete Prerequisites
(iii) Incorrect information supplied
then dataJAR shall estimate the further time required for the Project to be completed, and a quote will be supplied. The Project will not continue until a new order has been accepted.
This section applies to all Services described in your contract as a ‘Subscription Service’ or a ‘Support Subscription Service’.
Where will the Subscription Services be delivered?
Subscription Services will be delivered remotely.
When will the Subscription Services start?
Where delivery of the Subscription Service is dependent on a Project being delivered first; the Subscription Service will commence on the first scheduled day of the Project.
Where there is no requirement for a Project to be delivered first; the Subscription Service will commence on the date that dataJAR sends a notification by email that we will deliver the Service.
Subscription Services will continue for an Initial Subscription Term of 12 months (unless specified otherwise) and then shall automatically renew for an Extended Subscription Term of 12 months, and shall continue to do so until terminated.
What if I want to terminate?
If you terminate pre-Service delivery:
dataJAR shall invoice for any costs incurred purchasing licences in preparation for the supply of Services, if dataJAR is unable to obtain a refund for the licences.
If you terminate post-Service delivery:
You must provide at least 90 days written notice, prior to the end of the current Subscription Term.
When can I expect to be invoiced?
For Subscription Services that require a Project to be delivered first, an invoice shall be issued at the same time as an invoice is issued for the Project.
For Subscription Services that do not require a Project to be delivered first, an invoice shall be issued after dataJAR has sent notification that we will deliver the Service.
Can I increase my Subscription quantity?
To add more Subscriptions at any time during your subscription term, please request a quote.
If you use more Subscriptions than you have purchased, an invoice shall be automatically issued.
This section applies to all Services described in your contract as ‘Support Subscription Service’. The ‘Subscription Services’ section also applies, so please read that as well.
If you have purchased a ‘Support Subscription Service’, you shall be given access to dataJAR’s Customer Helpdesk, 9am-5pm GMT/BST, Monday to Friday (excluding public holidays).
dataJAR may decline a support request where:
(i) it is deemed to be unrelated to the Services provided by dataJAR
(ii) dataJAR estimates the work would take more than two hours to complete and is therefore classified as a Project rather than Support.
Support Subscription Services are subject to dataJAR’s Fair Usage Policy: https://datajar.co.uk/support-fair-usage-policy/
You will make staff of the requisite knowledge and expertise available to communicate and assist dataJAR in responding to the Support Request.
How do I raise a Support request?
There are a number of ways to raise a Support request, and these are listed below in dataJAR’s order of preference:
(i) Via dataJAR’s Simplified Management App (Available on the Apple App Store) (Only available for datajar.mobi customers)
(ii) By emailing email@example.com
(iii) Via dataJAR’s website
(iv) Calling 0800 368 9330, and choosing the Support option.
When can I expect a response?
Your Support request will be classified by severity, as defined in the table below, and the corresponding response time will apply.
|Low||Minor request that does not have an impact on you.||Within 16 business hours|
|Normal||Important issue that does not have a significant impact on you.||Within 16 business hours|
|High||Critical, high impact problem where Services are operational, but significantly impaired. This may be a time-sensitive issue important to long term availability that is not causing an immediate work stoppage.||Within 4 business hours|
|Urgent||A problem that causes complete loss of Services with severe business impact. In this situation work cannot continue in an acceptable fashion, the operation is critical to the business, and the situation is an emergency.||Within 2 business hours.|
Force Majeure Events
dataJAR shall not be liable as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event (any event beyond the reasonable control of dataJAR, including but not limited to: strikes, lock-outs or other industrial disputes (whether involving the workforce of dataJAR or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, subcontractors or licensors).
Intellectual Property Rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by dataJAR.
dataJAR grants you a fully paid up, worldwide, non-exclusive, royalty free licence during the term of the agreement to use dataJAR’s Intellectual Property Rights for the sole purpose of receiving and using the Services.
No use of dataJAR’s Intellectual Property Rights outside of the scope of the licence described in the previous paragraph is permitted. You must not copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make any other changes to any of dataJAR’s Intellectual Property.
You shall cooperate fully with dataJAR in relation to the removal of dataJAR’s Intellectual Property from any devices on termination of the agreement, for any reason and dataJAR shall not be responsible for any issues caused by such removal.
You acknowledge that, in respect of any third party Intellectual Property Rights in the Services, your use of any such Intellectual Property Rights is conditional on dataJAR obtaining a written licence from the relevant licensor on such terms as will entitle dataJAR to license such rights to you.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Confidentiality clause shall survive termination of the agreement.
Limitation of Liability: your attention is particularly drawn to this clause
Nothing in these Conditions shall limit or exclude dataJAR’s liability for:
(i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to the first paragraph of the ‘Data Protection and Data Processing’ section:
(i) dataJAR shall under no circumstances whatsoever be liable to you, whether in agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the agreement;
(ii) dataJAR’s total liability to you in respect of all other losses arising under or in connection with the Services, whether in agreement, tort (including negligence), breach of statutory duty, or otherwise in relation to the Services, shall in no circumstances exceed 50% of the total value reasonably attributed to the Services provided by dataJAR, payable in a 12-month period.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the agreement.
This Limitation of Liability clause shall survive termination of the agreement.
Data Protection and Data Processing
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this clause, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
Without prejudice to the generality of the previous paragraph, you:-
(i) shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to dataJAR for the duration and purposes of the agreement including but not limited to any specific consents and notices required where the Personal Data transferred relates to children;
(ii) shall ensure that you provide clear and sufficient information to the data subjects, in accordance with the Data Protection Legislation, of the purposes for which their data will be processed, the legal basis for such purposes, the basis on which any of their data will be transferred to dataJAR and sufficient information about such transfer and the purpose of such transfer to enable the data subject to understand the purpose and risks of such transfer;
(iii) shall ensure that any data being shared with dataJAR is accurate and correct; and
(iv) warrant and undertake that you are entitled to provide any shared data to dataJAR.
(i) not retain or process any shared data for longer than is necessary to provide the Services;
(ii) ensure that any data is returned to you or deleted on termination of this agreement or once processing of such data is no longer necessary for the purposes it was originally shared for; and
(iii) only process any shared data to the extent required to provide the Services.
The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from data subjects to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation.
You consent to dataJAR appointing third party processors of Personal Data under the agreement and shall ensure that you obtain any necessary consents from third parties in relation with such appointment. dataJAR confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement substantially on that third party’s standard terms of business. As between you and dataJAR, dataJAR shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause.
Changes to this agreement
If dataJAR makes any changes to this agreement, you will be notified of the changes by email.
Unless we receive any objections from you by email within 7 days of the notification, acceptance of the amended agreement will be assumed. Acceptance cannot be unreasonably withheld.