Please read this Service Schedule in conjunction with DuoCall MSP’s Master Services Agreement and Privacy Notice which can be found on DuoCall MSP’s Website.

DuoCall MSP’s Master Services Agreement, which has been accepted by the Customer, applies to this Service Schedule.

1. DEFINITIONS AND INTERPRETATION

1.1. In this service schedule (Service Schedule) the following words shall have the following meanings:

2 MASTER SERVICES AGREEMENT

2.1. The terms of this Service Schedule incorporate the terms of the Master Services Agreement. For the avoidance of doubt, in the event of conflict between the Master Services Agreement and the terms of this Service Schedule, the terms of this Service Schedule will prevail.

2.2. In this Service Schedule, expressions defined in the Master Services Agreement shall have the meaning set out in the Master Services Agreement unless otherwise defined. The rules of interpretation set out in the Master Services Agreement apply to this Service Schedule.

2.3. The Agreement constitutes the entire agreement between the parties in respect of its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty DuoCall MSP has made or given or which has been made or given on DuoCall MSP’s behalf which is not set out in the Agreement.

2.4. This Service Schedule and the Master Services Agreement (and any documents referred to therein) shall apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF WEB LISTING SERVICES

3.1. Service Description. The Web Listings Services shall give the Customer the ability to log into the Portal and access to the Dashboard.

3.2. Prior to publication of the Location Data, the Customer shall be required to accept the Authorised Provider’s Terms of Use on the Portal. Under the Terms of Use the Customer grants to DuoCall MSP and its Authorised Provider a non-exclusive, worldwide, transferable and royalty free right to use the Location Data to provide the Web Listing Services and disclose the Location Data and/or works derived from them to the Publication Partners.

3.3. Upon acceptance of the Terms of Use, DuoCall MSP or its Authorised Provider shall make the Location Data available to third parties (the Publication Partners) for publication across a minimum of 10 high-reach online channels, rating and review sites, navigation systems, apps and social networks.

3.4. DuoCall MSP shall provide the Customer with:

3.4.1. a username and password to log in to the Portal; and

3.4.2. access to the Dashboard,

to enable the Customer to control and update their Location Data and all other online presence information including but not limited to opening hours, address, promotions, services, categories, images, maps.

3.5. The Customer acknowledges that:

3.5.1. DuoCall MSP’s ability to perform its obligations under the Agreement is dependent upon the accuracy and completeness of any Location Data the Customer provides to DuoCall MSP and or its Authorised Provider;

3.5.2. DuoCall MSP or its Authorised Provider shall not be responsible or liable for any delay in providing the Web Listing Services which arises directly out of the Customer’s failure to perform its obligations hereunder or to co-operate with DuoCall MSP or its Authorised Provider or to provide complete and accurate Location Data, all in a timely manner;

3.5.3. unless otherwise agreed by DuoCall MSP in writing, the Web Listing Services have not been developed to meet their individual requirements and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Web Listing Services meets their requirements;

3.5.4. the Customer may access statistics via the Portal relating to traffic to the Customer’s website and other social platforms to enable the Customer to make decisions around marketing. DuoCall MSP does not warrant that the results that may be obtained from the use of the Web Listing Services will be accurate or reliable and no warranty or guarantee is provided by DuoCall MSP that the Web Listing Services will result in higher search rankings, increased traffic to the Customer’s website or increased sales;

3.5.5. DuoCall MSP or its Authorised Provider may at any time and without liability, modify, expand, improve, maintain or repair the Web Listing Services and this may require suspension of the operation or provision of the Web Listing Services and DuoCall MSP shall have no liability to the Customer in connection with any such adverse effect on the quality and availability of the Web Listing Services.

3.6. The Publication Partners may from time to time require the Customer to verify the Location Data (e.g. by mail or over the telephone requiring entry of a PIN number) prior to publication.

3.7. DuoCall MSP’s employees, agents, Authorised Provider’s or sub-contractors are not authorised to make any representations concerning the Web Listing Services unless confirmed by DuoCall MSP in writing.

3.8. Any advice or recommendation given by DuoCall MSP or its employees, agents, Authorised Provider’s or sub- contractors to the Customer or its employees or agents as to the Web Listing Services which is not confirmed in writing by DuoCall MSP is followed or acted on entirely at the Customer’s own risk, and accordingly DuoCall MSP shall not be liable for any such advice or recommendation which is not confirmed in writing.

4. DUOCALL MSP’S OBLIGATIONS

4.1. DuoCall MSP shall, or shall procure that its Authorised Provider’s shall:

4.1.1. take such measures as required to make the Location Data received from the Customer available to the Publication Partners for publication purposes;

4.1.2. provider the Customer with a username and password to access Portal;

4.1.3. provide access to the Portal and Dashboard in accordance with the Service Level Agreement.

4.2. DuoCall MSP shall update Location Data across all Publication Partners and in accordance with the Service Levels. The Customer acknowledges that neither DuoCall MSP or it Authorised Providers are under any duty to investigate the completeness, accuracy or sufficiency of any Location Data;

4.3. A deletion, addition or modification of Location Data by the Customer will not affect the license DuoCall MSP or its Authorised Partners have granted to its Publication Partners, provided such deleted, added or modified Location Data was used by said Publication Partner. The Customer acknowledges and agrees that neither DuoCall MSP or its Authorised Partners are under any obligation to ensure the deletion of the concerned Location Data from any systems or devices after the Location Data (or a part of the Location Data) has been used by a Publication Partner and that it is neither required to ensure a non-modification or non-usage of the concerned Location Data by such Publication Partner.

4.4. DuoCall MSP may:

4.4.1. change or withdraw some, or part, of the Web Listing Services from time to time. This may be because of changing technologies, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content; and

4.4.2. determine how the Web Listing Services are presented and delivered or are otherwise made available to the Customer. DuoCall MSP can change the means or method of providing the Web Listing Services or the way they are presented, delivered or otherwise made available to the Customer at any time.

4.5. DuoCall MSP shall be entitled (at its discretion) to make changes to the Web Listing Services at any time without notice in order to comply with any safety or legal requirement applicable to the Web Listing Services.

5. THE CUSTOMER’S OBLIGATIONS

5.1. In addition to the Customer’s other obligations under the Agreement, the Customer:

5.1.1. shall as a minimum, supply all mandatory required Location Data using the data import template specified by DuoCall MSP or its Authorised Provider;

5.1.2. acknowledges and agrees that the publication of all Location Data is subject to the character restrictions, quality standards and other applicable content requirements of the Publication Partners, and that such contents may be fully or partially declined or modified at any time at the sole discretion of a Publication Partner in order to render them compliant with these requirements including but not limited to:

5.1.2.1. insufficient space;

5.1.2.2. non-applicability of the Location Data for the Publication Partner’s application;

5.1.2.3. the use of location sources other than from DuoCall MSP or its Approved Provider by the concerned Publication Partner;

5.1.2.4. the publication and update cycle of a distribution partner of DuoCall MSP or its Authorised Provider;

5.1.2.5. potential problems on the part of DuoCall MSP or its Authorised Provider in geocoding the entirety of Location Data; and

5.1.2.6. modification of the design and/or positions of a placement of Location Data.

5.2. The Customer warrants that:

5.2.1. the Location Data is the Customer’s data and it is authorised to provide it to DuoCall MSP, the Authorised Provider and the Publication Partners;

5.2.2. the Location Data does not infringe any third party’s Intellectual Property Rights;

5.2.3. the Location Data is not defamatory; and

5.2.4. it has the right to give DuoCall MSP and the Authorised Provider permission to use the Location Data for the purposes specified in this Service Schedule and in the Terms of Use.

5.3. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Location Data.

6. EFFECTS OF TERMINATION

6.1. In addition to the obligations set out in Clause 16 of the Master Services Agreement, upon termination or expiry of the Agreement for any reason:

6.1.1. all Location Data held by DuoCall MSP on its internal systems shall be deleted;

6.1.2. access to the Portal and Dashboard will cease;

6.2. The Customer acknowledges that following termination of this Agreement, the Location Data shall not be deleted from any systems or devices used by a Publication Partner.

 

Schedule 1

SERVICE DESCRIPTION AND WEB LISTING SERVICE: SERVICE LEVEL AGREEMENT

1. DEFINITIONS

1.1. The terms defined in this Schedule 1 shall have the following meanings:

2. SERVICE DESCRIPTION

2.1. The Web Listings Services shall give the Customer access to a dashboard (the Dashboard) where they can store and edit the Customer’s Location Data.

2.2. The Web Listings Service will allow the Customer to evaluate, publish and update information, such as their company name, address, contact details, photos, logos (Location Data) on a number of different platforms and offers additional related services within the Portal including statistics about traffic to the Customers website and other social platforms.

3. SERVICE LEVEL AGREEMENT

3.1. This Service Level Agreement (SLA) is subject to and part of the Agreement between the Customer and DuoCall MSP, and applies only to the Web Listing Services.

3.2. The term of the SLA shall apply to the Trial Period and any Rolling Monthly Term of the Agreement, unless otherwise agreed in writing by DuoCall MSP.

3.3. The SLA or parts of the SLA can be suspended unilaterally and / or temporarily by DuoCall MSP in the event that:

3.3.1. the Customer does not inform DuoCall MSP about changes in use of the Web Listings Services within a reasonable period of time;

3.3.2. the Customer does not provide DuoCall MSP the opportunity to perform updates and / or upgrades to the Web Listing Services; and/or

3.3.3. the Customer does not follow advice or user instructions provided by DuoCall MSP within a reasonable period of time.

4. AVAILABILITY OF THE DASHBOARD

4.1. DuoCall MSP or its Authorised Provider shall provide the Customer with access to the Dashboard with an annual uptime of 99% (Product Availability). The Product Availability shall be calculated per year as follows:

(Total – Unplanned Outage – Allowed Downtime)/(Total – Allowed Downtime).

5. INCIDENTS AND SUPPORT

5.1. DuoCall MSP shall provide remote support for all technical issues related to the Web Listing Service.

5.2. DuoCall MSP shall use reasonable endeavours to meet the response times set out below, but any such times shall be estimates only. DuoCall MSP shall not be liable for failure to meet them and time shall not be of the essence for performance of the Web Listing Services.

5.3. At the Customer’s cost, the Customer shall ensure that DuoCall MSP shall have such remote access to the Customer Computer Systems as DuoCall MSP shall require to provide the Web Listing Services.

5.4. DuoCall MSP will respond to and provide support in accordance with the response times below: