terms & conditions

ETT CONFIDENTIALITY AGREEMENT

WHEREAS the parties desire to set out their understanding with respect to the treatment of certain communication between them (as defined under Section 2 below, the “Confidential Information”) in relation to the development of ETT Software (the “Software”)

AND WHEREAS ETT, being the sole proprietor of the Software, desires to maintain the confidentiality and proprietary nature of the Confidential Information.

NOW THEREFORE, in consideration of the disclosure of the Confidential Information by the parties under this Agreement and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

STATEMENT OF PURPOSE

This Agreement is executed in connection with discussions and other exchanges of information that the parties and their representatives have had or will have for the purpose of the development, provision of technical assistance, maintenance support and modification of the Software.

CONFIDENTIAL INFORMATION

The Receiving Party understands and agrees that it may be furnished with or otherwise have access to information that ETT considers to be confidential, including but not limited to business and technical information, marketing plans, research, designs, customer information, plans, methods, techniques, processes and know-how, whether tangible or intangible and whether or not stored, compiled or memorialised physically, electronically, graphically or in writing.

For the purposes of this Agreement, Confidential Information shall mean information, including a formula, pattern, compilation program, device, method, technique or process, marketing and promotion, computer software and hardware systems, computer network and communications integration or design, and information technology businesses or enterprise related, but not limited to the virtual, automated or interactive multimedia and content development, e-commerce development and application, advertising and techniques, computer programs or information in computer software or held in electronic storage medium, business contacts and resources, business plans, methods or strategies and other information that is proprietary and confidential to ETT in relation to the Software that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, disclosed by ETT to the Receiving Party in document or other tangible form, including but not limited to graphic, photographic, recorded, diagrammed, digital, electronic or any other form by one party to the other, as well as the content of this Agreement, and the content of any and all discussions between the parties, including any confidential information developed in the course of this Agreement, of which if initially disclosed orally or visually is identified as proprietary and, or confidential at the time of disclosure or information provided under circumstances surrounding disclosure which ought to be treated as confidential, or which under accepted industry practices for that type of information is generally treated as confidential (the “Confidential Information”).

The Receiving Party agrees to secure and protect the Confidential Information of ETT in a manner consistent with the maintenance of ETT’s rights therein, using at least a degree of care as it uses to maintain the confidentiality of its own confidential information of a similar nature or importance, but in no event use less than reasonable efforts.

The Receiving Party undertakes not to sell, transfer, publish, disclose or otherwise use, for its own benefits or that of third parties, or make available any portion of the Confidential Information relating to the Software to third parties without the written consent of ETT.

No license under any patent, trademark, copyright or any other intellectual property or proprietary rights laws is either granted or implied by the disclosure of any Confidential Information.

In the event the Receiving Party learns of any unauthorized use or disclosure of ETT’s Confidential Information, the Receiving Party shall immediately notify ETT and take all action reasonably necessary to halt such unauthorized use.

NON-CONFIDENTIAL INFORMATION

Notwithstanding Section 2, Confidential Information shall not include information which: (a) is as of the time of its disclosure or thereafter legitimately becomes part of the public domain through a source other than the Receiving Party; (b) was rightfully known to the Receiving Party as of the time of its disclosure; (c) is independently developed by the Receiving Party; (d) is subsequently learned from a third party not under a confidentiality obligation to ETT; or (e) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, whereupon the Receiving Party subject to same shall provide prompt written notice to ETT prior to such disclosure, so that ETT may seek a protective order or other remedy as it may deem appropriate.

OWNERSHIP

The Receiving Party agrees that all Confidential Information of ETT which comes into the Receiving Party’s custody or possession, is and, at all times, shall be the exclusive property of ETT, to be used by the Receiving Party only for the purposes authorised by ETT.

At the request of ETT, the Receiving Party shall promptly destroy all copies of such Confidential Information within its control, or return same to ETT and shall, within fifteen (15) days of receiving such a request, certify in writing its compliance with the terms of this provision. After such destruction or delivery, the Receiving Party shall not retain any copies thereof.

AMENDMENT

No amendment or modification of this Agreement shall be valid or binding on ETT and the Receiving Party unless made in a mutually executed writing. The Receiving Party shall not disclose, publicize, or advertise in any manner the discussions or negotiations contemplated by the Agreement without the prior written consent of ETT, except as may be required by law.

NOTICES

All notices, requests and consents under this Agreement shall be in writing and shall be deemed to have been delivered to (a) on the date personally delivered, (b) on the date posted, by registered post, with return receipt requested or (c) when sent via facsimile and confirmed to the parties’ addresses set forth therein.

APPLICABLE LAW & JURISDICTION

The agreement shall be in all respects construed and will operate as a Spanish contract and in conformity with Spanish law. All legal fees, including reasonable lawyer fees and court fees, will be paid to the prevailing party by the unsuccessful party.

INDEMNIFICATION

The Receiving Party acknowledges that breach of this Agreement may cause irreparable injury to ETT and that ETT may seek and obtain injunctive relief and other equitable relief against such breach.

SEVERABILITY

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of enforceability of any other provision of this Agreement. No delay or omission by a party in exercising any right under this Agreement will operate as a waiver of that or any other right.

EQUITIES

The obligations of confidentiality hereunder with respect to all Confidential Information shall survive the termination of any relationship or link the Receiving Party is sharing with ETT.

The obligations are unconditional and shall be unaffected by any other rights, claims, obligations, or equities that may exist between ETT and the Receiving Party.

ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between ETT and the Receiving Party hereto concerning the subject matter hereof and supersedes any prior or contemporaneous agreements concerning the subject matter hereof.

SUBSIDIARY COUNTERPARTS

This Agreement may be executed in multiple subsidiary counterparts, all of which taken together shall constitute a single instrument. This agreement may be delivered by email.

13. AGREEMENT APPROVALS

ETT
Signed	___________________	Date	___________________
Title	__________________
On behalf of ETT Spain – Name and Position:


CLIENT
Signed by	___________________	Date	___________________
Title	___________________
On behalf of Client – Name and Position:

AGREEMENT FOR THE USE OF E-TRANSFER SOFTWARE AND PROVISION OF RELATED SERVICES

This Agreement sets out the conditions upon which ETT will allow the Client use of its application software, and support, maintenance, and hosting services. This Agreement will come into force upon signing by both parties and will remain in force until termination. The Agreement may be terminated at any time with the express written consent of both ETT and the Client. If either party commits a material breach of its obligations under this Agreement, and such breach is not remedied within 30 days from receipt of notice thereof provided by the non-breaching party, the non-breaching party has the right to immediately terminate this Agreement. In the event of bankruptcy, or insolvency of either party, the other party shall have the right to immediately terminate this Agreement by providing written notice to this effect. No agreement or document having as its purpose or effect the variation, extension, or deletion of any of the printed terms and conditions of this Agreement will be binding unless annexed hereto and signed on behalf of both parties by an authorized signatory.

1. NOTICES

All notices required or permitted under this Agreement will be in writing and delivered; by receipt-confirmed e-mail. All communications will be sent to the commercial addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notice under this Agreement by giving written notice to the other party.

2. ASSIGNMENT

Neither party may assign this agreement in part, or as a whole, without the written consent of the other.

3. FORCE MAJEURE

Neither party shall be liable for any delay or failure to meet its obligations under this Agreement due to any cause outside its reasonable control including (without limitation) acts of God, war, riot, malicious acts of damage by a third party, civil commotion, industrial dispute or fire. In the event of force majeure conditions preventing either party from fulfilling their obligation under this Agreement over a period exceeding four weeks, then the Agreement may be terminated by either party giving written notice to the other of 14 days.

4. NON-SOLICITATION

The Client and ETT agree that neither organization will attempt either directly or indirectly to solicit individuals working for the other organization and offer that individual a contract of employment or provision of services with the other.

5. INDEPENDENT CONTRACTORS

The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

6. CORRESPONDENCE

All correspondence between the Client and ETT shall be solely through designated personnel of both companies.

7. DATA PROTECTION

According to the current and applicable data protection regulations, the Client is informed that the processing of the personal data contained within this agreement will be used to comply with the obligations arising from the provision of license for the use of its application software, and support, maintenance and hosting services subscribed between the Parties. The personal data will not be used for other purposes unless previously agreed by the Client. The Client shall exercise the rights to access, rectify, delete, oppose, export, and limit the treatment recognized by the General Data Protection Regulation UE 2016/679, by contacting ETT using the contact information that is stated in the heading of this document.
The Client is aware that the provision of the services implies processing personal data on behalf of the Clients’ customers, in these cases, ETT will act as the Data Processor for the personal data controlled by the Client, who is responsible as the Data Controller. Find the Data Processing Agreement attached to this document as Schedule I.

8. OTHER RESOURCES

Where resources other than the above are required by either organization from the other, then compensation to the affected party will be agreed in writing at that time, before the resource is engaged.

9. ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits or attachments attached hereto, contains the complete understanding and agreement of the parties, and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties.

10. APPLICABLE LAW & JURISDICTION

The Agreement shall be in all respects construed and will operate as a Spanish contract and in conformity with Spanish law. All legal fees, including reasonable lawyer fees and court fees, will be paid to the prevailing party by the unsuccessful party.

DATA PROCESSING AGREEMENT

Hereinafter collectively referred to as ‘Parties’ and individually ‘Party’,
Having regard to the fact that,

the Controller may access to the personal data of various users (hereinafter: ‘Data Subjects’);
the Controller wants the Processor to execute certain types of processing in accordance with the Agreement for the use of E-Transfer Software and Provision of Related Services between the Parties concluded with the Processor (hereinafter: ‘the Agreement’)
the Processor has undertaken to comply with this Data Processing Agreement (hereinafter: ‘the Data Processing Agreement’) and to abide by the security obligations and all other aspects of the General Data Protection Regulation (hereinafter: ‘GDPR’)
the Parties, having regard to the provisions of article 28 of the General Data Protection Regulation UE 679/2016 (GDPR), wish to lay down their rights and duties in writing in this Data Processing Agreement,

Have agreed as follows,

1. OBLIGATIONS ON DATA PROCESSOR

The Processor undertakes to process personal data on behalf of the Controller in accordance with the conditions subscribed in the Agreement. The processing will be executed exclusively within the framework of the Agreement, and for all such purposes as may be agreed to subsequently.

The Processor shall refrain from making use of the personal data for any purpose other than as specified by the Controller. The Controller will inform the Processor of any such purposes which are not contemplated in this Data Processing Agreement.
All personal data processed on behalf of the Controller shall remain the property of the Controller and/or the relevant Data Subjects. The Processor shall take no unilateral decisions regarding the processing of the personal data for other purposes, including decisions regarding the provision thereof to third parties and the storage duration of the data.
The Processor will endeavour to take adequate technical and organizational measures against loss or any form of unlawful processing (such as unauthorized disclosure, deterioration, alteration, or disclosure of personal data) in connection with the performance of processing personal data under this Data Processing Agreement.
The Processor shall warrant compliance with the applicable laws and regulations, including laws and regulations governing the protection of personal data, such as the GDPR.
In the event of a security leak and/or the leaking of data, as referred to in article 34a of the GDPR, the Processor shall, to the best of its ability, notify the Controller thereof with undue delay, after which the Controller shall determine whether or not to inform the Data Subjects and/or the relevant regulatory authority(ies). This duty to report applies irrespective of the impact of the leak. The Processor will endeavour that the furnished information is complete, correct and accurate.

The duty to report includes in any event the duty to report the fact that a leak has occurred, including details regarding:

the (suspected) cause of the leak
the (currently known and/or anticipated) consequences thereof
the (proposed) solution
The measures that have already been taken.
Keep in writing a record of the categories of treatment activities carried out on behalf of the person in charge.
Not to communicate, disclose or transfer the personal data in its custody to third parties, not even for its conservation, unless it has the express authorization of the Controller.

The Processor may communicate the data to other data processors, in accordance to the instructions of the Controller. In this case, the Controller will identify, in advance and in writing, the entity to which the data must be communicated, the data to be communicated and the security measures to be applied in order to proceed with the communication.

Guarantee the adequate training in data protection of the employees authorized to process personal data.

Where a Data Subject submits a request to the Processor to inspect, or to improve, add to, change or protect their personal data, the Processor will forward the request to the Controller and the request will then be dealt with by the Controller. The Processor may notify the Data Subject hereof.

2. DETAILS OF PROCESSING OF PERSONAL DATA

This provision includes certain details of the Processing of Personal Data as required by Article 28 GDPR.

The subject matter and duration of the Processing of the Personal Data are set out in the Agreement.
The nature and purpose of the Processing of Personal Data are set out in the Principal Agreement and this Data Protection Agreement.
The types of Personal Data to be processed:
IP address (device and connection).
MAC address of the device
Connection log including date and time of the connection and duration.
Fingerprinting: O.S. of the device, web browser used, Streaming service used.
The categories of Data Subject to whom the Personal Data relates.

3. ENGAGING SUBCONTRACTORS

The Processor is authorized within the Agreement to engage Subprocessors.
Subprocessor means any processor engaged by the Data Processor or by any other Subprocessor of the Data Processor who agrees to receive from the Data Processor personal data exclusively intended for processing activities to be carried out on behalf of the Data Controller after the transfer in accordance with his instructions, the terms of the Agreement and the terms of this Data Protection Agreement
The Processor shall in any event ensure that such Subprocessors will be obliged to agree in writing to the same duties that are agreed between the Controller and the Processor.
Neither the Processor nor the Subprocessors will transfer, and will ensure that any subcontractor does not transfer, Controller’s Personal Data out of the country in which it is provided to the Processor, except (a) between member states of the European Economic Area (“EEA”); (b) to a country which provides adequate safeguards, either with the Privacy Shield or the 19 countries taking part in mutual recognition by the European Authorities; or (c) on the written instructions of the Controller.

4. INTERNATIONAL TRANSMISSION OF PERSONAL DATA

The Processor works with providers which servers are located in the European Economic Area.
The Processor shall only process the personal data in countries outside the European Economic Area provided that such country guarantees an adequate level of protection and it satisfies the other obligations applicable to it pursuant to this Data Processing Agreement and the GDPR.

Authorized transfers

Purpose	Country
Software license, hosting and maintenance	The Netherlands
Communication, marketing, analytics	Ireland, England, France

5. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Data Processor shall provide reasonable assistance to Data Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities.

6. LIABILITY

The parties agree that a Data Subject who has suffered damage as a result of any violation of the provisions of this data processing agreement is entitled to receive compensation for the damage suffered. The parties agree that they may be exempted from this liability only if they prove that neither of them is responsible for the violation of those provisions.
The parties agree that if one party is held liable for a violation referred to any provisions arisen from this agreement by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.
The Processor shall only be responsible for processing the personal data in accordance with the Controller’s instructions and under the responsibility of the Controller. If the Processor infringes this Agreement by determining the purposes and means of processing, the processor shall be considered to be a Controller in respect of that processing.
Controller represents and warrants that it has express consent and/or a legal basis to process the relevant personal data. Furthermore, the Controller represents and warrants that the contents are not unlawful and do not infringe any rights of a third party. In this context, the Controller indemnifies the Processor of all claims and actions of third parties related to the processing of personal data without express consent and/or legal basis under this Data Processing Agreement.

7. DELETION OR RETURN OF CONTROLLER PERSONAL DATA

Data Processor shall promptly and in any event within the date of cessation of the services involving the Processing of Controller Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.
Data Processor and each Subprocessor may only retain Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Data Processor shall ensure the confidentiality of all such Personal Data and shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

8. APPLICABLE LAW AND JURISDICTION

9. AGREEMENT APPROVALS

ETT
Signed	___________________	Date	___________________
Title	__________________
On behalf of ETT Spain – Name and Position:


CLIENT
Signed by	___________________	Date	___________________
Title	___________________
On behalf of Client – Name and Position:

SERVICE LEVEL AGREEMENT (SLA)

BETWEEN

E-Transfer Technologies

Nou 63 1ª – 6ª, 17600 Figueres, Girona, Spain

(Hereinafter called “ETT”)

AND

(Hereinafter called “Client”)

Effective as of <DATE>

For the Support of the Software Services and Support of Server Hosting (where applicable)

1. INTRODUCTION

This Service Level Agreement (SLA) describes the general scope and nature of the services ETT will provide in relation to the ETT software licensed to the Client. This document and any associated attachments are unique per Client and define the services to be provided during the period specified.

1.1 DEFINITIONS

In this Agreement the following expressions have these meanings set against them:

Client	<CLIENT NAME>
ETT	E-Transfer Technologies, SPAIN.
Services	Software as a Service (SAAS) – application on a dedicated server.
Assignment	The response by ETT to a request for Support.
Fault Condition	A fault condition is one in which the expected operation of the service fails due to improper design or server failure. A fault condition would not include requests by the Client for functional enhancements nor modifications of the existing design to overcome limitations of a particular product.
Support	Technical expertise in use of the Services that is provided by the ETT’s staff, consultants or agents.
Supported Products	The components covered by the Services described within this Agreement are defined within the Supported Products section.

1.2 DOCUMENT OBJECTIVES

The objective of this SLA is to document the procedures used by the Company for providing services to the Client. The Agreement also documents the process for ensuring that calls are dealt with on a priority basis and that there are agreed levels of escalation and review. Specifically, this document addresses:

availability of the service
range and scope of the service to be provided
procedures to be observed
target response times to calls
call priority system
escalation process

2. SCOPE OF SERVICE PROVIDED

The service is undertaken by the ETT’s personnel, who are conversant with the Service provided. Support services provided by the ETT to the Client will be in accordance with any agreed procedures.

2.1 SUPPORT WARRANTY

ETT will provide services under the terms of this Agreement using competent staff to provide such services. The Client recognizes that the Services may have design limitations, which should not be considered a fault condition. ETT, in such instances, will attempt to provide an alternative solution to minimize the impact of such design limitations, if possible. ETT will ensure on all Assignments that the re-establishment of a working system is of first importance.

2.2 FORCE MAJEURE

ETT shall not be liable for any failure to comply with, or for any delay in, the performance of its obligations hereunder where such failure or delay is indirectly caused by, or in any manner arises or results from, events beyond the control of the ETT. These events shall include, but not be restricted to, governmental action, industrial dispute, labour shortage, or natural calamities. If any such event shall continue for more than 90 days, either party may terminate the contract in respect of Services not yet delivered.

2.3 SOFTWARE ACCESS

ETT will provide access codes to enable the Client to gain access to the software and their customer’s data.

2.4 INSOLVENCY

In the event that the Client shall become insolvent or shall become unable to pay his debts to ETT as they become due, or in the event of appointment of an Administrator or Receiver, or in the event of any similar situation arising, ETT may elect to cancel any unfilled part of the contract and the Client shall pay the ETT’s costs up to the point of cancellation. In the event that ETT becomes insolvent, Client will be granted full access to their server to gain access to the data of their customers, provided under this Agreement, to support Client’s continued operation according to the terms of the Software Licence.

2.5 NON-PAYMENT OF LICENCE FEE

In the event that the Client has not paid its Licence Fee on the due date, and after notifying the CLIENT by any manner ETT has at its disposal, ETT reserves the right to suspend all Services under this SLA, including any transaction processing, until payment is received.

2.6 APPLICABLE LAW AND JURISDICTION

2.7 PERSONNEL

Both parties undertake not to make any offers of employment or consultancy services to each other’s employees, consultants or subcontractors without prior written agreement.

2.8 CONFIDENTIALITY

ETT shall not (and shall use its best endeavours to require that its employees, consultants and subcontractors shall not) during this Agreement or any time thereafter divulge or communicate to any person other than to officers or employees of the Client whose province it is to know the same or on the written instructions of the Client any information concerning the Customer’s trade secrets, manufacturing processes or the business accounts, finance or contractual arrangements of the Client or its other dealings, transactions or affairs which may come to its knowledge arising from this SLA. All documents, and any copies thereof relating to the business of the Client in the possession of the ETT or under its control shall be and remain the property of the Client and shall be delivered to it upon request from the Client or upon termination of this Agreement. ETT undertakes that its employees, consultants and subcontractors shall take all reasonable steps to ensure the security of the Client’s data is not compromised and will comply with all security directives made known to them by the Client.

2.9 ENTIRE UNDERSTANDING

It is understood and agreed that the SLA, along with the associated attachments and exhibits if any, shall contain the entire understanding between the parties relating to the subject matter hereof and that any representation, promise or condition not contained herein shall not be binding on either party. The aforementioned documents shall be binding on the parties hereto, their successors and assigns, provided however that these documents may not be assigned, transferred or hypothecated by either party, in whole or in part, directly or indirectly without the prior written consent of the other party.

3. SERVICES

ETT offers a variety of services designed to assist with the operation of the Services. The basic service groups are described within this section.

ETT uses the servers of OVH, in France which is one of the biggest and most professional hosting companies in Europe. With over 120000 servers and 8 million customers, OVH has vast experience in providing top-level services to businesses around the world. OVH has all the tier-4 level requirements such as redundant networks, air conditioning, security, electricity, etc. and a hardware uptime of over 99.9%. Tier 4 data centre is considered as the most robust and less prone to failures. Tier 4 is designed to host mission critical servers and computer systems, with fully redundant subsystems (cooling, power, network links, storage etc) and compartmentalized security zones controlled by biometric access controls methods. 100% accessibility on the Dedicated Server data centre network, with the exception of scheduled maintenance works which customers will be advised of in advance. Dedicated internet connectivity is guaranteed 99.95% of the time, with the exception of scheduled maintenance works which customers will be advised of in advance. OVH guarantees 99.99% availability on the dedicated servers. The Service hosted on these servers will benefit from this availability. Our data centre provider provides a replacement host in less than 15 minutes if a host server goes down. OVH provides 24/7 hardware support in the case of a component failure. A network of detection systems monitors all servers and components permanently and alerts staff if a component has a problem. Staff will then replace the component as quickly as possible.

3.2 AVAILABILITY OF SERVICE (where the Client has chosen to use ETT’s servers

ETT will host the Services for the Client on redundant dedicated servers with hot-swappable RAID arrays. In the event of a hardware failure, in most cases, the system can simply continue to run while the defective component is swapped. In the unlikely event of a server crash, The Company has a failover server that can take over by simply routing all traffic to the second server which is kept up to date with the master server at all times. All databases are constantly replicated to the failover server so that at any time, we have 2 live copies of the Client’s database.

3.3 AVAILABILITY OF CLIENT DATA

Client data can be made available permanently on their server. If the Client provides a server to our specifications, we can set it up as a replication slave so that it is permanently synchronized with the live database. The Client can access this database directly or with a database access tool. The Client will be able to download and export their data. This service can be under the Client’s control or provided as a managed service.

3.4 BACKUP SERVICE

Every hour, we make a backup of the Service databases and copy it on an external FTP server. We can go back up to 1 month, any hour to bring back the status of the Service. In case of a security breach or data corruption, we can use our backups to go back to the last stable version of our data or analyse how the Service arrived in the current state.

3.5 SECURITY OF THE SERVICE

3.5.1 HTTPS

All access to the server for the Service is protected by SSL. The Client gets an SSL certificate for their domain name and access over SSH, SFTP or HTTPS is exclusively protected by SSL.

3.5.2 Fail2ban

The server runs continuous log file analysis to detect and stop suspicious activity. Known IP addresses are banned after repeated attempts on the server. All our servers are scanned by Fail2Ban to be able to reduce the rate of incorrect authentications attempts and stop suspicious activity. It bans the IP that makes too many password failures. It also updates the firewall rules to reject these IP addresses.

3.5.3 DDOS protection

OVH servers are protected by DDOS mitigation. When the OVH network detects an attack, all traffic is passed through a ‘vacuum cleaner’ to block malicious traffic while keeping the server stable for responding to legitimate traffic. This ensures a constant availability of the servers.

3.6 SERVICE DELIVERY

During normal business hours, a basic Support Service facility is provided to assist with issues of an operational or administration nature encountered during use of the Services by the Client. The Client can contact the Company’s Support Services via telephone, Skype or e-mail.

3.7 SERVICE MAINTENANCE UPDATES

As Service maintenance updates or security patches become available, ETT will make such updates available to the Client at no additional charge for the duration of this Agreement. All updates and/or security patches the Client will be informed in advance by email, phone or Skype and release notes will be made available.

3.8 SERVER SUPPORT

ETT will assist with isolation/resolution of issues affecting use of hardware components. These efforts may include working with the original manufacturer and/or designated service representative.

4. ADDITIONAL SERVICES

For each of the services listed within this section, an annotation will follow to indicate the service level to be provided within the scope of the Agreement. If the Client desires a service not listed within this section, ETT will review the Client’s requirements and advise if the desired services can be provided. Service Level: These services are not covered within the scope of this Agreement.

4.1 EXTENDED TELEPHONE SUPPORT COVERAGE

ETT may provide extended telephone support coverage outside of normal operational hours. If this service is offered, ETT will define within the Agreement the hours of the extended telephone support coverage, and the process to be used when requesting these services.

4.2 BESPOKE DEVELOPMENT

ETT may be requested by the Client prior to or after installation of the Software to provide bespoke software services. This will be charged at the rate of €32.50 per hour including management time.

4.3 Training

An essential prerequisite for the support provided by ETT is Client training. Within the Licence Agreement 12 hours of training are included. If ETT or the Client deems that additional training is necessary, then this service will be charged at €50 per hour for general training and €150 per hour for specific and high-level training. The ETT Support Services Group will manage this service.

4.4 Consultancy Services

The personnel of ETT have decades of experience if systems for the financial services sector and can provide high-level consultancy services on request. The daily rate for these services is €1500 with a minimum of half a day.

5. CONTACT PROCEDURES

In order that the Company may provide the highest possible level of service to resolve an issue, in a timely and appropriate fashion, it is essential that the Client observe the correct procedures in respect to reporting an issue. This section describes the procedures relating to the reporting of support calls to the Company.

5.1 SERVICE SUPPORT GROUP

Service calls should be reported to the Service Support Group using the following via email to support@ett-spain.com. In addition, specific telephone and Skype contacts will be made available. If staff from the Service Support Group are not immediately available, an opportunity to leave a voice message will be provided. A call back should be received in the shortest time possible of placing the service call during the business hours of support covered by this Agreement. In order to respond to a fault call in a timely and appropriate fashion, when placing a service call, the Customer will have to provide the following information:

Customer Name
Name of person reporting the fault
Name of person to be contacted on site (if different from above)
Telephone number/extension of site contact (if after hours, ensure that the number provided is accessible)
System(s) affected
Brief description of the fault/bug symptoms
Priority of call required

On placing a service call, the Service Support Group will allocate a unique tracking number which will be given and this should be quoted on any future communication regarding the fault. The Service Support Group should be used as a central contact point for fault progression and escalation. The Service Support Group will inform the customer by email, skype or phone about the fix or resolution of any support call. Within the next 48h if the Client does not have any suggestions, complaints or queries about the solution given, the Support Services Group will mark the service request as resolved and will proceed to close the matter.

5.2 CALL PROGRESS

Once a call has been received by the Service Support Group it will contact the Client to establish the exact nature of the problem and begin the fault resolution process. The Client will be kept informed of progress, including what action has been taken to resolve the problem. When the problem has been resolved, the Client will be informed of the following: • The time and date the call was closed by the Company • A brief description of the action taken

6. CALL PRIORITIES

ETT uses a system of service call priorities. Any of the call priorities defined below can be set by the Client when reporting a fault. However, the default used is as follows: When placing the service call, the Client will be asked if there is a major system impact. If the answer is YES, a P1 will be allocated. If the answer is NO, a default P2 will be allocated, or if more appropriate, a P3 or P4 as defined below:

6.1 PRIORITY P1 (CRITICAL)

A Priority ONE call is used for system faults where there is a major impact on normal operation of the system. ETT will immediately begin work on a P1 call, with the immediate goal of restoring normal operation to the system via a fault correction or a satisfactory work-around. Misuse of this priority affects the ability of ETT to respond to genuine P1 calls.

6.2 PRIORITY P2 (URGENT)

Priority TWO calls are used for system faults where normal system operation is affected to some degree and a satisfactory work-around is not available. ETT will use its best endeavours to respond to the call in the times stated in Response Times section of this document. In most cases, it is normal for ETT to respond in faster times than those stated.

6.3 PRIORITY P3 (STANDARD)

Priority THREE calls are used for system faults where a fault was detected, but normal operation is not affected. This priority of call is the default for all service calls which do not involve a hardware related fault. For software related issues, this priority allows for work to be scheduled as part of a planned maintenance update.

6.4 PRIORITY P4 (ENHANCEMENT REQUESTS)

Priority FOUR calls are used when an enhancement request is made for potential modifications to System Software.

7. RESPONSE TIMES

The priority of the call will, to some degree, dictate the most appropriate action for any given fault call, ensuring the minimum of disruption to the user and providing the early involvement of ETT management where problems are of a more serious nature.

7.1 RESPONSE DEFINITIONS

Note that resolutions may involve a “workaround” to an issue that will allow continued use of the affected component. The response times expressed bellow corresponds to business hours. The software responses are the permissible delays for the Support Services Group to return a call to the Client’s support contact to start diagnosis of the problem.

7.2 RESPONSE TARGETS

	SOFTWARE
Priority	Response
P1	1 hour
P2	4 hours
P3	Issue dependent
P4	Issue dependent

8. ESCALATION PROCEDURES

ETT will use all reasonable endeavours to ensure that calls are cleared within the specified timescales detailed in Section 5. In the event that calls remain outstanding beyond the agreed times, the Support Services Group will escalate the call to ETT Senior Management, who will contact his counterpart within the Client’s organization to agree a course of action to be taken.

8.1 ESCALATION TIMES

There are two levels of escalation as shown in the table below. As a call is escalated, regular contact will be maintained at between the Company and a nominated member of the Customer’s organization.

Call Priority	Escalation Level	Target Exceeded by	ETT Management Contact	Client Management Contact
P1	Level 1 Level 2	1 hour 4 hours		As per KYC Documentation
P2	Level 1 Level 2	8 hours 24 hours		As per KYC Documentation
P3	Level 1 Level 2	n/a n/a		As per KYC Documentation
P4	Level 1 Level 2	n/a n/a		As per KYC Documentation

The target times apply to normal business days, and operational hours only.

8.2 GENERAL ESCALATION NOTES

The Support Services Group will notify the Customer if it is apparent that resolution of a call may result in a protracted timescale. The Support Services Group may also escalate calls of a repetitive nature. The Client may escalate any call at any time should they deem it to be appropriate in any specific instance.

9. OPERATIONAL REQUIREMENTS

ETT’s ability to meet its obligations under the terms of this Agreement depends upon the Client meeting certain operational requirements. Inability to meet these requirements may prolong the final resolution to any given fault.

ETT requires all faults to be reported to the Company’s Support Services group in accordance with Call Procedures section of this document.
The Client should respond to requests for additional information regarding the fault in a timely manner.
Fault isolation efforts by ETT may result in a request for the addition of debug of the Service and/or trace statements within the affected component.
Whenever possible, the Client should allow use of the additional fault isolation efforts requested by ETT.
When appropriate, ETT will be informed of all passwords or other security measures used by the Client which control or may prohibit access to the systems.
The Client should provide contact names and numbers for escalation procedures.
The Client is responsible for informing users of potential outages which may occur during problem isolation.
The Client should be satisfied that faults have been fully rectified to their satisfaction before agreeing to close calls.
When undertaking any maintenance or other operation on any Client system, or as part of any meeting or discussion, the Client will be informed of any situation that may adversely affect the efficient and effective operation of any of their systems.
The Client may request that the fault originator be regularly updated as to the status of faults, if the fault has reached any point at which it has been escalated.
ETT will inform the Client at least 24 in advance, before installing or modifying the Service on the Client’s system. Unless the Client objects within those 24 hours ETT will assume it can proceed with the installation.

10. SERVICE REVIEW

The Services provided by ETT under the terms of this Agreement are subject to review and/or change as required by either party at any time. However, any such change must be documented and approved by both parties.

10.1 REVIEW MEETINGS

As appropriate, ETT will participate in review meetings, to discuss the effectiveness and quality of the service provided. The participants of these meetings would normally comprise a representative of the Client’s Management and ETT Management.

10.2 FAULT INVESTIGATION

If requested by the Customer, the Company will carry out a detailed investigation of specific calls or situations to determine the most likely course of events associated with any particular problem that reaches a P1 or P2 priority level.

11. OPERATIONAL HOURS

11.1 COMPANY SERVICES

The normal operational hours for the services provided by the Company are shown in the table below.

Monday to Friday (excluding Company Holidays)

08.00 – 16.00 hours (CET)

11.2 ETT CONTACTS

Contact Person	Phone	Email	Skype

11.3 CLIENT CONTACTS

Contact Person	Phone	Email	Skype

If the Client needs to add more contacts to the contact list, they must inform support, they will send you an annex of the KYC form to fill out the details. For security reasons, only people previously identified and approved will be able to access Support Services

12. ENTIRE AGREEMENT

THIS AGREEMENT, THE CONFIDENTIALITY AGREEMENT AND THE LICENCE AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND CANCEL AND SUPERSEDE ANY PREVIOUS AGREEMENTS RELATED THERETO. EXCEPT AS PROVIDED WITHIN THE TERMINATION AND REMEDIES SECTION HEREIN, THIS AGREEMENT SHALL NOT BE MODIFIED OR TERMINATED OTHER THAN BY A WRITTEN DOCUMENT SIGNED BY AN AUTHORIZED OFFICER OR AGENT OF EACH OF ETT AND CLIENT. THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL THE USE OF SOFTWARE BY CLIENT. CLIENT AGREES TO RETURN ALL COPIES OF ANY SOFTWARE FROM WHOMEVER RECEIVED IF DELIVERY OF THAT SOFTWARE WAS OUTSIDE THE LEGAL AUTHORITY OF THE DELIVERING PARTY. ACCEPTANCE BY CLIENT OF ANY SERVICE FROM ETT SHALL BE DEEMED CONCLUSIVE EVIDENCE OF CLIENT ‘S AGREEMENT THAT THE LICENCE FOR SUCH SERVICE IS GOVERNED BY THIS AGREEMENT.

13. SERVICE LEVEL AGREEMENT APPROVALS

ETT
Signed	___________________	Date	___________________
Title	__________________
On behalf of ETT Spain – Name and Position:


CLIENT
Signed by	___________________	Date	___________________
Title	___________________
On behalf of Client – Name and Position:

AGREEMENT FOR THE USE OF E-TRANSFER TECHNOLOGIES (ETT)
DIGITAL ASSET MANAGEMENT SYSTEM (DAMS)

This Agreement sets out the conditions upon which ETT will allow the Client use of its Digital Asset Management System (DAMS) including access to the ETT Blockchain Gateway. The Client is already a licensed user of ETT software and has agreed to the terms and conditions of the Licence Agreement for that software.
This Agreement is supplemental to that License Agreement, whose terms and conditions remain applicable and unchanged. Should the License Agreement be terminated for any reason, then this Agreement will automatically terminate. This Agreement will come into force upon signing by both parties and will remain in force until termination.

1. TERMINATION

This Agreement may be terminated at any time with the express written consent of both ETT and the Client. If the Client commits a material breach of its obligations under this Agreement, and such breach is considered by ETT to be a breach of security, ETT has the right to immediately terminate this Agreement. In the event of bankruptcy or insolvency, of either party the other party shall have the right to immediately terminate this Agreement by providing written notice to this effect. No agreement or document having as its purpose or effect the variation, extension, or deletion of any of the printed terms and conditions of this Agreement will be binding unless annexed hereto and signed on behalf of both parties by an authorized signatory. The Client accepts responsibility for moving all its managed assets out of DAMS prior to termination, regardless of the reason for termination.

2. NOTICES

All notices required or permitted under this Agreement will be in writing and delivered by receipt-confirmed e-mail. All communications will be sent to the commercial addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notice under this Agreement by giving written notice to the other party.

3. ASSIGNMENT

Neither party may assign this agreement in part, or as a whole, without the written consent of the other.

4. FORCE MAJEURE

5. INDEPENDENT CONTRACTORS

6. CORRESPONDENCE

All correspondence between Client and ETT shall be solely through designated personnel of both companies.

7. APPLICABLE LAW & JURISDICTION

8. SECURITY OF CLIENT DATA

The Client accepts that security of DAMS requires strict management of keys and passwords and that the loss or theft of those means of access could render digital assets permanently inaccessible to the Client. The Client therefore accepts that ETT cannot be held responsible for any loss of assets caused by the Client’s non-respect of reasonable security procedures. In particular, the Client must keep safe all keys and passwords used to access DAMS outside of the DAMS system or any ETT software. The Client is also responsible for choosing sensible passwords and deciding which users have access to the system. The Client accepts that if ETT has any concerns about security the Client must, upon notification from ETT by any method, immediately change relevant passwords or procedures. The Client must establish a “Cold Wallet” which is not related in any way to any ETT system and for which the private key is kept off-line and known only to the Client or those to whom the Client grants access.
Prior to connecting to the Blockchain Gateway, the Client agrees to ensure to a minimum set of security procedures including but not limited to:

Set up and approval of address generation policy
Set up and approval of treasury management policy
Set up and approval of key management policy
Creation, uploading and verification of cold wallet address
Creation of a Hot Wallet master key
Validation of key management policy including safeguarding of master key and sharing with minimum number of users

The Client is fully responsible for all activity that occurs under its DAMS account and the Blockchain Gateway. If ETT has any concerns about the legality or legitimacy of the use of DAMS and the Blockchain Gateway it reserves the right to suspend or terminate the DAMS account for the Client, asking the Client to move all its managed assets out of DAMS prior to termination.

9. ACCESS TO DAMS AND BLOCKCHAIN GATEWAY

DAMS is a hosted digital currency wallet enabling the Client to store, track and manage the balances of the supported digital assets which may use third-party Digital Currency Platforms. Where this is the case, it is the responsibility of the Client to register on those third-party Digital Currency Platforms.
Given that access to DAMS and the Blockchain Gateway allows access to digital assets, the Client accepts that ETT reserves the right to request absolute proof of identity of anyone to whom access is granted or of anyone attempting to gain access. ETT reserves the right to refuse access to DAMS and the ETT Blockchain Gateway if it deems that the person requesting access has not had sufficient training or if minimum standards of set up have not been met.

10. LIABILITY

ETT will process digital assets in accordance with the instructions received from the Client. The Client shall be responsible for verifying all transaction information prior to submitting instructions through DAMS. Digital assets transactions cannot be reversed once they have been broadcast to a third-party Digital Currency Platform. The Client agrees and recognizes that ETT is not responsible for any claims for unauthorised or incorrect transactions processed through its DAMS account.
The Client acknowledges and agrees that ETT is not responsible for any aspect of the information, content, or services contained in any third-party Digital Currency Platform accessible or linked to from DAMS and the Blockchain Gateway. Therefore, the Client agrees that neither ETT nor its affiliates, service providers, nor any of its directors, agents, joint ventures, employees or representatives will be liable for any claims, demands or damages of any kind arising out of or connected with the transactions and operations processed on the third-party Digital Currency Platform through DAMS.
The Client acknowledges and accepts the risks of managing digital assets and agrees that ETT is not responsible for such management and not liable for any loss of value that may be experienced as a result of the above.
Digital assets are not regulated by a Central Bank. ETT is not a financial services provider, providing just the software for managing third party digital assets.

11. AGREEMENT APPROVALS

ETT
Signed	___________________	Date	___________________
Title	__________________
On behalf of ETT Spain – Name and Position:


CLIENT
Signed by	___________________	Date	___________________
Title	___________________
On behalf of Client – Name and Position: