Between AUTO TIME SYSTEMS NORTHERN LIMITED a company registered in the United Kingdom under company registration number 04941646 whose registered office is at Skull House Lane, Appley Bridge, Wigan WN6 9DB.

Hereinafter referred to as ”ATSN LTD” on the one part,

and: The Client

Hereinafter referred to as the ”CLIENT” on the other part,

Hereinafter referred to collectively as the “Parties” and individually as “Party

The following has been agreed:

BODET LTD and KELIO SAS are both part of the Bodet Group; where KELIO SAS is named ATSN LTD will take responsibility for any actions undertaken by KELIO SAS.

ART.1 – Purpose of contract:

The CLIENT wishes to have the right to use the KELIO software solution developed by KELIO SAS accessed remotely via an online portal in Software as a Service mode (SaaS).

The service contract for KELIO On Demand constitutes the undertakings existing between the Parties in their entirety (referred to hereinafter as the “Contract”). It includes this Contract and ANNEX 1 ‘Protection of personal data/GDPR” In the event of any contradiction between this service contract, on the one part, and the CLIENT’s own general or specific terms and conditions of purchase, on the other, the former shall prevail.

ART.2 – Description of the solution:

The software solution (hereinafter “the Software Solution”) made available to the CLIENT for the entire term of the contract consists of the following elements (with descriptions thereof being set out in the documentation provided by ATSN LTD):

As detailed in the quotation

The CLIENT shall designate any individual person duly authorised to access and to use the Application (the ”Users”). The CLIENT shall undertake to ensure compliance of the terms of the Contract by its Users.

ART.3 – Price:

The ”Price” means the fixed and non-refundable quarterly fees to be paid by the CLIENT to ATSN LTD as payment for the provision of the Software Solution as set out above, its hosting, the maintenance support services and user support under the terms set out in the Contract.

A 12-month (Year 1) fixed lump sum, is due with the initial order and is payable by BACS or credit/debit card.

For a 36-month agreement a fixed lump sum + CPI, is due in Years 2 and Years 3

The Client will be billed on an annual basis.

If the system is to be leased, the leasing documents will be issued separately by the nominated leasing company.

ART.4 – Payment terms and conditions:

The service shall be invoiced from the date on which the service is made available. Availability of the service shall be effective when the software environment is accessible from the CLIENT’s workstations. The provision of the service is subject to compliance with the payment deadlines stipulated in the contract. Should the CLIENT fail to pay any outstanding amounts by the due date, ATSN LTD reserves the right to suspend the CLIENT’s access to the service with immediate effect after having informed the CLIENT of their intention to do so and giving the CLIENT a further 5 working days to make the payment for the outstanding amount.

Any unjustified delay in payment shall, by right and without formal notice, and without prejudice to all other rights or recourse available to ATSN LTD, cause late payment interest to become payable at the rate of ten percentage points above the rate of interest applied by the European Central Bank as at 1st January for the first half-year in question and as at 1st July for the second half-year.

ART.5 – Term of contract:

The fixed term of the Contract shall be detailed in the quotation.

The fixed term of the Contract shall be 12 (twelve) months, effective from the date upon which the service is made available. This term is irrevocable. After the initial period of 12 months, the Contract can be renewed for a further 12 (thirty-six) months based on a quotation that will be provided by ATSN LTD. If the customer does not renew the Contract after every 12 months the Contract will be renewed by tacit agreement for periods of 12 (twelve) months and the price detailed in Article 3 will increase by 20% for the first additional period of 12 months and then 10% for every 12 months thereafter. Where a customer is in a tacit agreement the price revision detailed in Article 7 will not apply because the price revision is included in the increase in the cost of going into a tacit agreement detailed in this clause. The tacit agreement can be terminated by either party, by registered letter with receipt of delivery, three months before the period in progress expires.

The fixed term of the Contract shall be 36 (thirty-six) months, effective from the date upon which the service is made available. This term is irrevocable. After the initial period of 36 months, the Contract can be renewed for a further 36 (thirty-six) months based on a quotation that will be provided by ATSN LTD. If the customer does not renew the Contract after every 36 months the Contract will be renewed by tacit agreement for periods of 12 (twelve) months and the price detailed in Article 3 will increase by 20% for the first additional period of 12 months and then 10% for every 12 months thereafter. Where a customer is in a tacit agreement the price revision detailed in Article 7 will not apply because the price revision is included in the increase in the cost of going into a tacit agreement detailed in this clause. The tacit agreement can be terminated by either party, by registered letter with receipt of delivery, three months before the period in progress expires.

ART.6 – End of Contract:

Three months after the end of the Contract, KELIO SAS will destroy all of the data input or imported by the CLIENT into the Software Solution and hosted by KELIO SAS (the ”CLIENT Data”). At the end of the Contract, for any reason whatsoever and irrespective of the initiating Party, all of the maintenance and support services will immediately cease on that date.

The CLIENT shall ensure that it recovers its data by exporting it from the standard export tools provided in the Software Solution before the end of the Contract, as KELIO SAS does not retain the Data or any copies thereof beyond the required period (Article 28.3.g of the GDPR). If so required, the CLIENT may request a certificate of destruction of its Data from ATSN LTD to be acquired from the subprocessors.

ART.7 – Price revision:

The price set out in article 3 is stated exclusive of taxes. This price is not revisable for the first 12 months. It shall be updated on each 12-month anniversary using the Consumer Price Index (CPI) based upon the average CPI of the 12 months from the previous 1st November until 31st October. The total CPI will be invoiced at the end of the agreement and a separate invoice will be issued.

ART.8 – Access to the Software Solution:

  • The Software Solution is accessed by means of a remote connection, using an identifier and password intended to identify a User (hereinafter the “Identifiers”). For reasons of security and confidentiality, only the use of these Identifiers shall enable the Users to access the Software Solution. The CLIENT is responsible for the management of passwords. The Identifiers are personal and confidential. They serve as proof as to the identity of the CLIENT and/or the User and engage the undertaking of the CLIENT in respect of all use of the Software

The CLIENT undertakes and shall ensure that the Users undertake to keep secret their Identifiers and to refrain from divulging them to any third parties. In this respect, the CLIENT understands and accepts that it is solely responsible for maintaining the confidentiality and security of the Identifiers. The CLIENT shall be solely liable for the consequences that may result from the use of these Identifiers by any non-authorised third parties who have acquired knowledge of them. It is incumbent upon the CLIENT and/or the User to regularly change the password that provides access to the Application in order  to  limit the potential for unauthorised access to its CLIENT Data. Should a User lose his/her password, the User will need to contact the CLIENT in order to request a new password.

  • The CLIENT is informed that the connection to the Software Solution is made via the public Internet network, to which all Users must have access. The CLIENT must possess an average bandwidth of 25 Kbps per User, with the possibility of exceeding this at peak It is the CLIENT’s responsibility to seek assurances from its Internet service provider that

its network meets the minimum requirements. Access to the Software Solution via a private network is not offered within the standard terms of this offer. However, additional subscriptions may be offered. The CLIENT is aware of technical difficulties that may affect this network and cause the network to become slow or unavailable, making connection impossible. ATSN LTD cannot be held responsible for any difficulty in accessing the Software Solution due to disruption of the Internet network.

ART.9 – Maintenance and support for Users of the Software Solution:

  • ATSN LTD undertakes to resolve incidents arising from the use of the KELIO software and to provide advice on using and setting up the solution. To this end, the CLIENT will log their requests on the technical support platform which can be found at https://autotimesystems.freshdesk.com/support. A separate Service Level Agreement and costing will be issued for this.
  • The Support service teams answer requests from Monday to Friday (excluding public holidays), from 8:30am to 17:00pm. Access to this service is reserved for 5 users assigned by the CLIENT who have completed a training course offered by ATSN LTD. All users with this access may request incident resolution and advice when using the service, but only users with an “Administrator” profile may request advice on setting up the Users with an “Administrator” profile are responsible for changing the setup of the solution and have completed an “Administrator” training course enabling them to independently implement any changes to the setup required by the CLIENT. However, the CLIENT can occasionally ask ATSN LTD to take charge of any setup activities that will be entrusted to its consulting teams and are therefore not included in this contract. The users are identified at each request and shall provide 1st level support service for the CLIENT’s other users, if necessary. To access the online technical support platform, the users will receive an identifier and a password when they register.

Each support request is tracked and gives rise to a written report that can be accessed on the technical support platform.

  • ATSN LTD undertakes to comply with an average annual support request resolution time, we aim to respond within the next working It is based on the above-mentioned remote support opening hours. Visits to site and application patches are not included in the assessment of resolution time. ATSN LTD will at the request of the CLIENT, make known its average annual call resolution time.
  • The CLIENT is informed that KELIO SAS shall provide and install updates for the Software Solution. The CLIENT benefits from updates related to legal developments as well as updates essential for ensuring data The CLIENT accepts that KELIO SAS will install the updates with a minimum period of notice of five (5) working days unless the purpose of the update is to patch a serious security flaw. In this rare event, the CLIENT accepts that KELIO SAS will take measures immediately without giving advance notice. The provision of a validation environment, if required, is the responsibility of the CLIENT.
  • Only those users who have attended one or more training sessions delivered by ATSN LTD technicians are authorised to access the CLIENT support The support service must in no event compensate for a lack of training on the part of the users of the applications software, nor cover operating errors by users. Neither shall it include services related to a modification to the initial scope of use of the KELIO SAS applications software, such as moving the hardware, changing the database, etc.
  • The CLIENT shall supply all the necessary documents to examine the problem, including plans, files and generally all information requested by KELIO SAS. The CLIENT undertakes to obtain the necessary training in order to prevent usage problems that may be due to lack of
  • The CLIENT shall notify ATSN LTD at the earliest opportunity of any potential incident or malfunction affecting the Software Solution and/or the Hardware – ensure means of access to the entire installation and allow visits by duly qualified ATSN LTD consultants only. The provision of working equipment at heights above 2.5 metres (such as elevated platforms or scaffolding) is the responsibility of If the CLIENT does not have adequate means and is in compliance with safety regulations, ATSN LTD will provide a preliminary estimate that must be validated by the customer before the procedure. Any replacement of cables will be paid for by CLIENT.

ART.10 – Hosting services:

The CLIENT Data is hosted in a highly secure infrastructure by Oceanet Technology which is ISO 27001 and HDS certified (HDS is the French equivalent of HIPAA). The hosting service is located in France and is subject to French law.

  • Service availability The hosting service is:
    • accessible 24 hours a day, 7 days a week (except for scheduled maintenance times)
    • monitored and administered from 07:00 to 21:00 on working days in mainland
    • On-call cover 24 hours a day, 7 days a

The monthly service level commitment is:

  • 98% for availability of telecoms access to the hosting centre, with a GRT (Guaranteed Restoration Time) of 2 hours
  • 99% for availability of the network and electrical infrastructure at the hosting centre, with a GRT (Guaranteed Restoration Time) of 2 hours
  • 9% for availability of the shared hosting platform, with a GRT (Guaranteed Restoration Time) of 30 minutes

The following are not covered:

  • unavailability due to the CLIENT’s Internet network;
  • scheduled downtime (in particular, “off-line” backups and system maintenance time);
  • downtime requested by the CLIENT;
  • breakdown caused by the CLIENT’s personnel;

Standard maintenance is carried out during working hours (07:30 to 17.00 Monday to Friday). A maintenance window of four (4) hours is scheduled once a month, for maintenance operations requiring service downtime. This maintenance is not systematic and takes place outside working hours. KELIO SAS will provide the CLIENT with five (5) days’ notice of the maintenance schedule.

10.2  Backup and recovery:

Throughout the duration of the Contract, KELIO SAS will carry out the hosting, storage and backing up of the CLIENT Data:

  • data and systems: backup via snapshot with a copy held at another data centre 15 km away at the following intervals:
    • Daily backup and eight (8) day retention
    • Monthly backup and three (3) day retention
    • Half-yearly backup and retention for two (2) half-year periods
    • Yearly backup and one (1) year retention

The maximum time for starting the recovery of CLIENT Data is four (4) working hours from the initial request. KELIO SAS shall provide the data storage capacity required for operation of the Software Solution and for the number of Users authorised. The CLIENT may add external data to the Software Solutions (such as pdf, doc, jpeg documents), and to the employee file in particular. The Contract shall include 10 GB of storage intended for this purpose. It is the CLIENT’s responsibility to adhere to the stated volume thresholds and to notify ATSN LTD of any increased requirements in terms of processing capacity.

Where that capacity is exceeded, the storage volume will be invoiced at the applicable rate.

ART.11 – Confidentiality:

Each Party undertakes to implement the appropriate means to ensure the utmost secrecy concerning the programs, know- how, methods, data, information and documents belonging to the other Party, to which it may have access as a result of performing the Contract. This undertaking shall remain in force for the duration of the Contract and for three (3) years following its expiry, for whatever reason.

ART.12 – Software Solution:

  • In return for payment for the Software solution, ATSN LTD shall grant to the CLIENT a non-assignable, non-transferable and non-exclusive licence, for the duration of the Contract and under the conditions set out in the terms of the Contract, to use the Software Solution within the limit of the number of authorised simultaneous Users, solely for its internal requirements and for its sole benefit. Right of access is granted by way of Identifiers entrusted by the CLIENT to each authorised

The CLIENT undertakes to ensure that the Users keep secret their Identifiers and refrain from divulging them to any third parties. In this respect, the CLIENT understands and accepts that it is solely responsible for maintaining the confidentiality and security of the Identifiers. The CLIENT shall be solely responsible for any consequences that may result from the use of these Identifiers by any non-authorised third parties who have acquired knowledge of them through fault or negligence on the part of the CLIENT.

  • The CLIENT acknowledges that prior to signature of the Contract it carried out checks as to the suitability of the Software Solution for its requirements and acknowledges that all the information and advice that it had need of in order to commit to the present Contract were duly communicated by ATSN LTD. It hereby declares that its hardware and connection methods are compatible with the configuration required for use of the Software Solution and that it has the technical knowledge and skills required for use of the Software Solution. The CLIENT is solely responsible for the use that it makes of the Software Solution and the results that it obtains. ATSN LTD is responsible for compliance of the Software Solution in accordance with its In the event of disagreement, it is the CLIENT’s responsibility to prove any non-compliance.
  • The right of ownership attached to the Software Solution shall in all cases remain the property of ATSN LTD or of its licensors.

ART.13 – Liability and guarantees:

  • ATSN LTD undertakes to use all due care and diligence in meeting the requirements of the Contract. Subject to the fulfilment by the CLIENT of its obligations, ATSN LTD is bound by an obligation of ATSN LTD shall not be held liable to the CLIENT except for proven negligence on the part of ATSN LTD and for damages arising out of any occurrences which are directly attributable up to a maximum value of £5,000,000 in accordance with ATSN LTD’s Product and Public Liability Insurance.
  • ATSN LTD will not be liable for delays or breaches of its obligations due to cases of force majeure and notably but not limited to: governmental decisions, fires, explosions, accidents, strikes, interruption or failure of communication or hosting networks on which ATSN LTD is reliant and/or substitute networks or any other reason beyond its
  • The CLIENT undertakes to use the Software Solution in accordance with the laws and regulations in force and the stipulations of the Contract. It undertakes to not infringe the intellectual property rights of ATSN LTD or of any third party. The CLIENT is obliged to adhere to the instructions of ATSN LTD and the technical prerequisites featured in the documentation relating to the Software
  • The CLIENT is solely responsible for access to and use of the Software It is the Client’s responsibility to ensure that each of its Users complies with the contractual conditions of access to and use of the Software Solution. The CLIENT is also solely responsible for its access to the Internet. It is the Client’s responsibility to take all reasonable measures to maintain this access.
  • Each Party is responsible for all direct, foreseeable, material and non-material damages that it and/or its subcontractors cause to the other Party resulting from a breach of its obligations within the scope of this contract. ATSN LTD will not be liable for any damage relating to the client’s use of the Software Solution, nor for any loss resulting from such
  • The CLIENT guarantees that the CLIENT Data must in no way: (i) violate the applicable law; (ii) infringe copyright, trademarks or third party rights; (iii) include unlawful, hateful, obscene, injurious, threatening or defamatory content; (iv) be corrupted or contain a virus or any malicious code, and/or (v) constitute unlawful processing of personal data and/or data processing aimed at the mass sending of unsolicited advertising Should ATSN LTD be made aware that an element of the CLIENT Data is in breach of the provisions of this Article, ATSN LTD reserves the right to delete this element immediately and by right.

ART.14 – ART. 14 – Termination:

  • Should either Party fail to comply with any of the obligations for which it is responsible under the Contract, the other Party shall notify it by registered letter with receipt of delivery. If there is no reply within fifteen (15) days, a reminder shall be sent by registered letter with receipt of delivery. If there is no reply to this reminder within eight (8) days, the party concerned has the option to terminate the
  • In the event of non-payment, ATSN LTD may suspend its services, and terminate the Contract. If the Contract is terminated by ATSN LTD the CLIENT shall be notified by registered letter. In the event that this happens the remaining cost of the Contract shall become due to ATSN LTD.

ART.15 – General terms:

  • The Contract, including its appendices, sets out the obligations of the Parties in their entirety, and cancels and replaces all other written documents, communications or prior agreements that may have been exchanged between them regarding the same purpose. It can only be modified by a contract amendment duly signed by the
  • Unless otherwise notified, ATSN LTD is authorised to make reference to the CLIENT’s company name and the corresponding logos, as a sales reference only, for the duration of the Contract.
  • The Parties shall refrain from offering, directly or indirectly, employment to any of the other party’s employees during the performance of the services covered by this contract, or to take them into their service under any status whatsoever. This restriction shall be valid for a period of 12 months from the end of the service provision. Should one of the parties fail to respect this agreement, it shall undertake to compensate the other party by paying damages equal to 12 (twelve) months of the gross salary of the employee in
  • All additions or modifications to the Contract will be the subject of an amendment, for which there is likely to be a supplement to the Price. All provisions contrary to the terms of the Contract must be made in

ART.16 – If one or more provisions of the Contract are held to be invalid in application of a law or regulation, or declared invalid by final decision of a competent jurisdiction, they shall be deemed unwritten, and the other provisions shall remain fully enforceable and applicable.

ART.17 – These terms and conditions and any dispute arising out of them will be governed by English Law. The parties declare that they wish to seek an amicable resolution to any conflict that may arise in connection with these terms and conditions. However, in the event of an ongoing dispute over the interpretation or execution of these terms and conditions, jurisdiction is expressly attributed to the courts of the registered office of ATSN LTD, multiple defendants or warranty claims notwithstanding.

ART 18: – In the event that the customer does not sign this document and / or return this document to ATSN LTD it is agreed by both the CLIENT and ATSN LTD that all terms within it are deemed as being accepted by the customer 30 days after the service has been made available.

For more information on our solutions or to arrange an on-site with one of our consultants to discuss your access control requirements in more detail, please don’t hesitate to call us on 01257 252002 England / 01506 896 806 Scotland or use the contact form below.

Contact us today for more information on our range of systems

  • This field is for validation purposes and should be left unchanged.