Defintions

Last updated 10/03/2021

Business Daymeans: (i) for all Customers registered in the USA, Monday to Friday excluding any US National Holiday; and (ii) for all Customers registered outside of the USA, Monday to Friday excluding any national holiday in the UK;
Business Hoursmeans: (i) for all Customers registered in the USA, 08.30 Eastern Time – 18.00 Pacific Time (adjusted for daylight saving) on each Business Day; and (ii) for all Customers registered outside of the USA, 08.30 – 18.00 local UK time on each Business Day;
Commencement Datemeans the date on which the Services supplied under each Service Order go live;
Company Materialsmeans server hardware, disk storage, firewall protection, server operating systems, management programs, mobile device applications, web server programs, documentation and all other information developed or provided by Company or its suppliers under the MSA, as well as all other documents, software, products and services contained or made available to Customer in the course of using Solution and Services;
Companymeans the Company stated in each Service Order as providing the Services
Confidential Informationmeans any and all information in any form whatsoever relating to Company, Customer or Occupier, or their business, prospective business, finances, technical process, computer software (both source code and object code) and IPRs, or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of the provision of the Solution or Services, and which the disclosing party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
Consequential Lossshall include but not be limited to, pure economic loss, special loss, losses incurred by any Occupier or other third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;
Conventional Office Occupiermeans a person or entity who occupies conventional office space at any of the Premises pursuant to a contract between an Occupier and Customer;
Customer Datameans all data imported into Solution or Services for the purpose of using Solution and Services or facilitating Customer’s or Occupier’s use of Solution and Services;
Customermeans company or person who completes each Service Order and who purchases access to Solution and Services;
CPI Adjustmentis a % derived from the  Services producer price inflation (SPPI) produced by the UK Office for National Statistics.  All fees will be multiplied by the percent increase in the SPPI during the preceding twelve month period.
Documentationmeans training materials and user manuals relating to use of Solution and Services, as well as any additional documentation Company creates for Customer or otherwise provides to Customer to assist in the correction of any issue with Solution or Services;
Effective Datemeans the date on which the MSA starts as set out in the first Service Order;
End User Policymeans the end user policy as amended from time to time which forms Schedule 1 of the MSA;
Feedbackmeans feedback, innovations or suggestions created by Customer, Users or Occupiers regarding attributes, performance or features of Solution or Services;
Feesmeans fees set out in each Service Order payable by Customer during term of each Service Order;
Force Majeuremeans anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage (including where the Company ceases to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data) transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency;
Functional Descriptionmeans the description of Services set out in each Service Order and as described in the then-current version of the documentation;
Illegal Contentmeans any data or content which is defamatory, or constitutes a breach of the IPR or legal rights of any third party;
Initial Termmeans the initial term set out in each Service Order;
IPRmeans all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
Platformmeans the platform software application, which provides management, provisioning, service administration, bandwidth management, billing and related functions for Essensys Connect services;
MSAmeans these Terms and Conditions and the Schedules;
Essensys Communitymeans application Occupiers use to access the community and services Customer provides them;
Essensys Connectmeans application and services Customer uses to orchestrate and manage infrastructure and services on Customer Premises;
Essensys Operatemeans application Customer uses to manage and report on billing & inventory within Customer’s Premises;
Occupiermeans a person or entity who is a Serviced Office Occupier or a Conventional Office Occupier and who occupies any space and/or uses services provided by the Company at any of the Premises or remotely pursuant to a contract with the Customer;
Service Ordermeans each service order completed by Customer and Company to purchase access to the Solution and Services;
Service Order Datemeans date on which each Service Order is signed (or if an online sale is made the date on which Company acknowledges acceptance of each Service Order);
Premisesmeans sites set out in each Service Order where Occupiers are located and where Company provides Services;
Renewal Termmeans any renewal term set out in a Service Order;
Schedulesmeans the schedule(s) to this MSA;
Serviced Office Occupiermeans a person or entity who occupies serviced office space at any of the Premises pursuant to a contract between an Occupier and Customer;
Servicesmeans Services set out in each Service Order which are made available to Customer via the Solution including any computer software programmes and, if appropriate, Updates thereto;
SLA or SLAsmeans the service level agreement(s) applicable to Services ordered in each Service Order;
Smart Access Servicemeans essensys Smart Access, the subscription software service which is described in Schedule 2a and may be made available to Customer as part of the Services provided via the Solution.
Solutionmeans platform software applications Essensys (as applicable) and any other software developed and telecommunications and IT services used by the Company for the provision of the Services to the Customer or Occupiers during Term;
Terms and Conditionsmeans these terms and conditions published at https://essensys.tech/our-terms/ as amended from time to time, excluding all Service Orders and any Schedules;
Termmeans the term of this MSA which commences on Effective Date and continues until all Service Orders are terminated or expire, as set out in clause 5 of this MSA;
Time and Materials Basismeans Company’s professional services fees set out in each Service Order;
Travel Feesmeans all reasonable costs associated with any travel and subsistence expenses incurred by Company (or its employees, permitted subcontractors or agents) in performing its obligations under this MSA;
Updatesmeans any new or updated applications services or tools (including any software programmes) made available by Company as part of Solution or Services during Term;
US National Holidaymeans: New Year’s Day, Dr Martin Luther King Jr Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day after, and Christmas Day
Usersmeans employees, agents, consultants or independent contractors who have been expressly authorised by an Occupier or Customer to access Solution or Services online.

The following defined terms apply to STEP Services in addition to the general set of definitions stated above.

Accessmeans primary and backup point-to-point Layer 2 circuits provided by essensys using Tier 1 telecommunications carriers.  Access is available in bandwidths from 100Mbps to 10Gbps.
Active Areameans an area of the Premises either being the Common Parts or an area demised to an Occupier and provided with any Service by Company measured in Square Feet (Active Square Foot) or Square Meter (Active Square Meter).  In the US, areas measured for this purpose (other than Common Parts) should be based upon the RSF.
Common Partsmeans all areas, within the Premises from time to time as may be reasonably designated for the common use of any of the occupiers of the building
Marketplace Servicesvariable services available to Customer charged on consumption.
Premisesmeans the area of a building expected by the Customer to be used to provide flexible occupation to tenants and for which the Customer will use the Services at the location as described in the order form.
Site Hardwaremeans any goods, products or materials sold to Customer by Company pursuant to a Service Order
Softwaremeans the current SaaS applications branded Operate and Connect and any future application or derivative supplied by Company
STEP Activation FeeA one-time fee for Site Hardware and associated services required to enable an area of a building to become an Active Area.
STEP Software FeeAgreed amount per Active Square Foot or Active Square Meter expressed as an Annual fee, but charged monthly in arrears, subject always to a minimum chargeable Active Area of 4,950 Active Square Feet.  Any area that becomes an Active Area in any Calendar month will be chargeable from the day that it becomes Active until the day that it ceases to be an Active Area.
Useable  Square Foot (USF)means the verified measurement of the space or square footage within the Premises, not including any Common Parts.
Visitormeans a person that makes a visit to the Premises, where they are not an Occupier.  The visit is usually temporary.