These supplementary terms and conditions (hereinafter these “Supplementary Terms”) are supplemental to the Open GI Terms and Conditions for the Supply of Software and Services and the Open GI General Terms and Conditions (together, the “Agreement”).
In the event of any conflict or inconsistency between the Supplementary Terms and the documents that constitute the Agreement, the following order of priority shall be given:
(i) these Supplementary Terms;
(ii) the Open GI Terms and Conditions for the Supply of Software and Services; and
(iii) the Open GI General Terms and Conditions.
1. Definitions
In these Supplementary Terms the terms and expressions used shall have the same meaning as defined in the Agreement and asset out below:
Changes includes (but is not limited to) creating a customer record, editing a customer record or deleting a customer record in the Core System;
Core Server means the Client’s instance of Open GI’s Platform provided under the Agreement;
Core System means the software that manages the database on the Core Server;
Enterprise Backup means the enhancement to the Core System that which enables automatic Journal Replication;
Interoperability means the combination of Enterprise Backup with any third-party regular or continuous replication software;
Journal means the Client’s transaction log (or file) of Changes to the database held on the Core System;
Journal Replication means creation of a second copy of the Client’s Journal that is stored in a separate and remote location.
2. Applicability of the Agreement
2.1. Enterprise Backup constitutes a Core Product under the Agreement which shall, save where otherwise stated in these Supplemental Terms and Conditions, apply in full to Enterprise Backup.
3. Right to Use Enterprise Backup
3.1. In consideration of the Client paying the required Fee, the Client is granted the right to use Enterprise Backup on its Core Server in accordance with the Agreement and these Supplemental Terms.
3.2. The Intellectual Property Rights in Enterprise Backup and its original content, functions and features remain the exclusive property of Open GI and its licensors.
3.3. The content of the Journal and any Journal Replica shall be the property of the Client.
3.4. Some of the technical features available in Enterprise Backup may require the Client to have subscriptions in place with certain third-party providers. Open GI accepts no liability to the Client for such third-party providers.
4. Fees and Payment
4.1. A Licence Fee is charged for use of Enterprise Backup. The applicable Licence Fee shall be as specified on the applicable Order Form and are invoiced annually in advance.
4.2. Where specified on an Order Form, the Client shall pay the one-off Professional Service Fee for the set up and installation of Enterprise Backup.
4.3. Professional Services Fees may also be chargeable where the Client has selected certain Interoperability which will be set out in an Order Form.
4.4. Fees are invoiced and payable in accordance with the Order Form and the Agreement.
5. Support
5.1. In consideration of the payment of the Fee, Open GI shall provide Support to the Client for Enterprise Backup in accordance with the terms of the Agreement.
6. Termination
6.1. In addition to the termination provisions set out in the Agreement, the Client may terminate Enterprise Backup at any time by giving Open GI three (3) months’ notice in writing.
7. Personal Data
7.1. Personal Data processed using Enterprise Backup may be processed by third party processors appointed by Open GI and its sub-processors. Details of the sub-processors and the data processed may be found on the following link.