THE PARTIES

Quinlan Services Ltd (Branded as SpadeTickets.com),
Registered at Honeygreen Barn,
Smithbrook Barns,
Horsham Road,
Cranleigh,
Surrey,
GU6 8LH
Company Number: 9889393.

(hereafter the ‘Service Provider’)

and

 ‘The Client’

SERVICES

The services to be provided are:

1. The provision of a cashless payment on-line solution for the Client’s business.

BACKGROUND

The Client has requested that the Service Provider provide certain services to the Client and is satisfied that the Service Provider has the skills, qualifications and expertise required to provide the required services (as defined below) to the Client.

This Agreement is between the Parties for the supply of services by the Service Provider to the Client, subject to the provisions of this Agreement.  Both Parties agree to be bound by this Agreement.

IT IS AGREED:

QUINLAN SERVICES LTD is a provider of Managed Website Services.

The Client desires to contract with the Service Provider for the provision of the SpadeTickets.com solution offering as laid out on SpadeTickets.com and may vary in line with functionality as laid out on the website over the period.

Service Period

This Agreement shall be effective as of the date of this Agreement, executed by the Client unless sooner terminated in accordance with the terms hereof, and shall be for an initial term of twelve (12) months.  The Service Provider reserves the right to review this agreement quarterly in line with legal requirements.

Continuance / Automatic Renewal

This Agreement shall renew automatically at the end of the prior Agreement term for a period of twelve (12) months unless the Service Provider or the Client affirmatively terminates it in accordance with the conditions set forth in this Agreement.

Purchase Price

The Client is purchasing the Service Providers services under this Agreement for the purchase price outlined on the Purchase Invoice.  Said purchase price shall be paid in annual instalments with the first instalment due upon execution of this agreement.  Each payment thereafter shall be due the first day of each anniversary of the contract.  Services provided hereunder shall be assessed against this Account as provided herein.

Charges for Service Delivery

Services shall be charged against the Account in accordance with the terms and conditions as outlined in this document and the Rate Card in Appendix A.3 which applies for supplemental services.

Any supplemental services provided by the Service Provider which are outside the terms of this Agreement, including but not limited to, any maintenance provided beyond normal business hours and services, in excess of the Account purchased herein, shall be charged to the Client as an additional charge in accordance with the terms and conditions:

Any additional billing charges will be invoiced at the end of each month, with payment expected within fourteen (14) days, unless otherwise specified by the Service Provider.

The Client shall, in addition to the other amounts payable under this Agreement, pay all taxes which are levied or imposed by reason of the services provided pursuant to this Agreement.

Without limiting the foregoing, the Client shall promptly pay to the Service Provider an amount equal to any such taxes actually paid or required to be collected or paid by the Service Provider.

The Service Provider reserves the right to refuse or suspend service under this Agreement in the event the Client has failed to pay any invoice within fourteen (14) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.

Services Covered & Conditions of Service

The Service Provider reserves the right to adjust rates based on the annual inflation index CPI (Consumer Price Index) and any tax changes such as VAT at annual renewal points.

For purposes of this Agreement, the Service shall include the SpadeTickets.com subdomain Website provided.  The Functionality of the site which the charge includes hosting are included.  However, the Service Provider is not responsible for content management, administration errors, if functionality is disabled or deleted by the Client, or backups of data.

The Service Provider is a Data Processor not a Data Controller of the Clients data under this agreement and it is the responsibility of the Client to backup all data relating to the Client (instructions on how to do this are provided on SpadeTickets.com).

The Service Provider Is only operating as a Data Controller for the purposes of fulfilment of a contract and any data provided as part of this contract and its associated billing and support enquiries.

The Service Provider will keep up to date within 30 days the latest vendor approved compatible versions of all components, in line with maintaining security and assurance of stability through the service period. This may at times also result in minor cosmetic and functionality changes beyond the control of the supplier.

Service Responsibility of QUINLAN SERVICES LTD

The Service Provider will provide the services of Spadetickets.com subdomain (as laid out on the master website) services under the following conditions:

Any additional engagement work will attract a quotation and then under agreement will be performed as a work schedule and associated to this agreement and billed accordingly.  Please see Appendix A.3 for reference.  It is not anticipated that in the normal course of service any additional work will be required.

Time of Service Rates

Operational Hours: The SpadeTickets.com website and its supplied subdomain(s) are intended to be operational 24/7/365, however, a maintenance window of 6am to 9am every Sunday is reserved in case of routine maintenance requirements. It is understood that technology is never 100% reliable so any outages during all other times are to be raised via service management process where priority will be assigned, and resolution will take place as soon as reasonably viable.

Holidays Observed and Service Support Hours
New Year’s Day January 1st – Critical emergencies only.

Christmas Day December 25th – Critical emergencies only.

All other Dates – Normal Telephone Support 09:00 to 21:00 (Critical issues only from 17:00), email support 24hrs.

It is the responsibility of the Client to promptly notify the Service Provider of any events/incidents that could impact the services defined within this agreement and/or any supplemental service needs, and for the Service Provider to respond in a timely manner via phone, email, remote access, and/or conferencing services as defined in Appendix A.3 of this Agreement.

The Service Provider are not obligated to respond to support requests where the Client acts in an offensive or aggressive manner.

The Service Provider understands the purpose of SpadeTickets.com domain sites are to support communities and as such will offer a best endeavours basis support for non-urgent questions and training.  Where appropriate, it may refer the requestor to web pages containing tutorials or FAQ to answer the questions. Please check the FAQ and Tutorials before logging a ticket.

How to Contact Service Desk

Non-Emergency Telephone: +44 7584 438 041.

Emergency Telephone: +44 7896 124 775.

Email: john@quinlanservices.com

Preferred Contact Method: Email unless critical.

Things to Do Before Contacting Support

When you call or send a message, please ensure that you have the following detailed and complete information:

• Your name and location and where and how to contact you in case of a problem.

• A description of the problem and its severity.

• Any error messages and what was processing at the time the problem occurred.

• What you were doing at the time.

• Any changes made recently.

• In case of a request or question, a description of request or question and relevant details.

Client Responsibilities

The Client shall not use the SpadeTickets.com Subdomain for other purposes than designed, shall not upload excessive files and only use images of designed size to keep performance of the site accurate.

The Client will provide and share in the case of a joint setup, all appropriate details to setup Zoom, payments and any other external data required.

The Client shall ensure all monies transacted through the system are correctly recorded, reported to the appropriate governing authorities and any monies due to HMRC are paid in a timely manner as a result.

The Client shall maintain the correct setup of taxes on the system.  Support will be provided in the form of training on how to do this on request from the Client.

The Client will ensure no copyright material which the Client does not possess rights to utilise will be utilised or uploaded on the site.

Warranties and Disclaimers

The Service Provider makes and the Client receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded.  In no event shall the Service Provider or any of its Directors, Employees or Other Representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.  The Client shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Service is to function.

Indemnification

The Client hereby agrees to indemnify and defend at its sole expense: the Service Provider, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon Client’s use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition. The Client agrees to pay any judgment and costs associated with such claim.

Opt-Out/Termination

The Service Provider and/or the Client shall have the right to terminate this Agreement under any of the following conditions:

• If one of the parties shall be declared insolvent or bankrupt.

• If a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute.

• If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties.

• If the Client does not pay The Service Provider within fourteen (14) days from receipt of the Service Provider’s invoice and/or otherwise materially breaches this Agreement.

• If the Service Provider fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the Client shall have the right to terminate this Agreement.

• Either party may terminate this Agreement upon sixty days (60) written notice.

Upon termination, all hardware and software installed by the Service Provider that was required to provide services are the property of the Service Provider and will be surrendered and returned to the Service Provider at end of the agreement.  This means the Client is responsible for backing up all data prior to the termination period as they will need for their responsibilities.

Insurance

The Service Provider shall maintain at its sole expense commercial general liability insurance for personal injury and property damage and for Professional Indemnity of at least £10,000GBP.

General Provisions

a) Sole Agreement:  This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended in writing signed (including digitally) by each of the parties hereto.

b) Severability: If a court of competent jurisdiction determines that any terms or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect. Service Excellence Tool Kit

c) Captions: The captions of the paragraphs of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.

d) Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.

e) Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties.  Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions shall not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failure.

f ) Governing Law: Notwithstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of England and Wales as applied to agreements among residents to be entered into and performed entirely within the United Kingdom, and such laws shall govern all aspects of this Agreement.  The parties agree to submit to the personal jurisdiction and venue of the courts in England, in the Judicial Circuit where The Service Provider has its principal office for resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defence therein that such courts constitute an inconvenient forum.

g) Assignment: This Agreement and the rights and duties hereunder shall not be assignable by either party hereto except upon written consent of the other. Notwithstanding, the Service Provider reserves the right at its sole discretion to engage other suppliers working on behalf of the Service Provider to assist in providing support or development as it deems necessary.

h) Force Majeure: The Service Provider shall not be liable for any problems due to external causes beyond its control including, but not limited to, terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, improper shut down of the Network and related Network Systems/Services.

i) Attorneys’ Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover all expenses, including reasonable attorneys’ fees

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first as dated on Invoice.

This document is to be treated as a formed contact on issuance of Invoice following a binding purchase request as a digital signature.

Appendix A.1 – Contact Information

Account Representative

Your Service Provider Account Representative / Primary Contact is JOHN QUINLAN.

Please contact him if you wish to make any changes to, or ask questions about your service agreement with us.

You can contact your account representative in the following ways:

• Telephone: +44 (0)7896 124775.

• Email: john@quinlanservices.com.

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Appendix A.2 – Service

This agreement is based on the following information agreed upon by the Client.  Any changes to this information requires an updated service agreement.

SUBDOMAINS SUPPORTED BY THIS AGREEMENT

The following subdomains are covered by this agreement:

Your subdomain of Spadetickets.com will be listed on your Invoice but will show on the form of HTTPS://www.SpadeTickets.com/<Your Subdomain>

Appendix A.3 – Service Desk, Response Times and Rates additional information

Emergency Support Issues

The Service Provider’s Technology Solution Program enables access to emergency support services when the need arises.  Should the Client’s team detect an issue with a service or device outside standard business hours, the Client can contact the Emergency Support team to report the issue. The service Providers team (security or network, as appropriate) will investigate the issue and act appropriately.

Service Desk Severity and Response Times

Emergency

1-hour Acknowledgement.

Resolution time to be Determined by the nature of the event – normally 4 hours

Normal

User Impact: 8 hours/next business day acknowledgement.

Resolution time to be Determined by the nature of the event – normally 8 Hour.

Nuisance/Minor Issues/Training Requests

16 hours/2nd business day acknowledgement.

Resolution time to be Determined by the nature of the event – normally within 1 working week.

Rate Card (if not included in Service Offering)

All work outside the terms of agreement for base service offering will be provided via a quotation which, if accepted will then become payable as an invoice.  The Service Provider’s standard charge is £600 per day, however, as indicated, this is unlikely to be required as the support offering is understood to be supporting community organisations.