DECKCHAIR AGREEMENT FOR THE SUPPLY OF EQUIPMENT AND SERVICES

PARTIES

  1. Deckchair Solutions Limited (a company incorporated in England and Wales with registered company number 08161426) and whose registered address is 73 Church Road, Hove, East Sussex, England, BN3 2BB ("Deckchair"); and

  2. The Customer a company with the registered address and incorporation as on the order form completed, (“Customer").

RECITALS

(A) Deckchair is a professional supplier of high quality Equipment and Services (both as defined below) to photograph and process images for its customers.

(B) The Customer (as defined below) wishes to use the Equipment and Services (both as defined below) and Deckchair has agreed to provide the Customer with access to the Equipment and Services (both as defined below) in accordance with the terms of this Agreement.

  1. Definitions

1.1 In this agreement the following terms have the following meanings:

2. "Agreement" means this agreement together with its Schedules;

“API” means the application described in Schedule 3 hereto, as updated, upgraded and further developed as part of the Services by Deckchair];

"Business Day" means a day (other than a Saturday or a Sunday or a Bank Holiday in the United Kingdom);

An entity "Controls" another entity if it (a) holds a majority of the voting rights in it; (b) is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; (c) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; (d) has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in "Common Control" if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.

3. "Confidential Information" has the meaning as set out in clause 10.1;

4. "Contract Year" means the relevant period of twelve months starting on the Effective Date or an anniversary thereof (as appropriate);

5. “Customer” means Customer, Customer Group Companies or Customer Hotels, which may from time to time order Services and Equipment from Deckchair pursuant to the terms of this Agreement by entering into an Order Form with Deckchair;

6. "Documentation" means the documents and manuals as may be made available to the Customer by Deckchair from time to time, including instructions relating to installation of the Equipment;

7. "Effective Date" means the date this Agreement is signed by both parties;

8. "Equipment" means the high quality cameras, accessories and other equipment to be provided by Deckchair to the Customer, as described in Schedule 1 and as detailed in any individual Order Form (see Schedule 2), together with any additions or replacements as may be provided by Deckchair;

9. "Equipment Fee" means the fee that is payable by the Customer in order for the Equipment to be provided on a Sale Basis;

10. "Fees" means the Installation Fee, the Subscription Fee and any Equipment Fee (if applicable) as set out in the relevant Order Form;

11. "Good Industry Practice" means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced professional engaged in the provision of services similar to or the same as the Services;

12. "Group Company" means a legal entity under Common Control with a party to this Agreement;

13. "Hire Basis" has the meaning as set out in clause 2.5(a);

14. "Images" means any image (whether still, video or otherwise) that is captured by the Equipment and which is processed by the Services;

15. "Initial Period" has the meaning as set out in clause 5.1;

16. "Insolvency Event" means where a party ceases or threatens to cease to carry on business, becomes insolvent within the meaning of section 123 of the Insolvency Act 1986, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up or undergoes any similar or equivalent process in any jurisdiction;

17. "Installation Fee" means the fee payable for installation of the Equipment as further detailed in the Order Form;

18. "Location(s)" means the location(s) where the Equipment is installed, as may be further detailed in the Order Form;

19. "Order Form" means the online order form referred in Schedule 2 setting out the applicable commercial terms and any other Order Form which may be completed online or confirmed via email.

20. "Personnel" means the employees, agents, clients and contractors of the Customer or any other person who accesses or makes use of the Services on the Customer's behalf;

21. "Sale Basis" has the meaning as set out in clause 2.5(b);

22. "Services" means the provision of services for uploading high quality images from the local camera to Deckchair servers, hosting and securing the storage of the images (including providing appropriate back-up systems) on Deckchair servers and ensuring they are at all times available to Customer, its Personnel and authorized persons only on Deckchair servers, creating daily time-lapses, configuring a bespoke camera settings file for each camera and optimising for a variety of factors including time of day, weather and special events, providing Support (free of charge during the Warranty Period), as further detailed in Schedule 1 hereto and in any Order Form. Providing a content delivery network service to enable the Customer and its Personnel to port images into websites and applications through the provision of an API may be further detailed in the Order Form;

23. “Customer Hotels” means the hotels which are owned, leased, franchised and/or managed by Customer and/or its Group Companies.

24. "Subscription Fee" means the fee that is payable for the provision of the Services, as further detailed in the Order Form;

25. "Support" means support that is provided in respect of the Equipment and Services including installation advice, support for developers using APIs, fault diagnosis and fault correction;

26. "Warranty Period" means the period of 12 months starting on the date that the Equipment is delivered to the Location. Equipment shall be deemed delivered to the Location three Business Days after it has been sent by Deckchair; and

27. "Working Hours" means between 9:00am and 5:30pm on a Business Day.

.1 The headings in this Agreement are inserted for convenience only and shall not affect its construction or interpretation.  All references in this Agreement to clauses, and Schedules are to the clauses and Schedules to this Agreement, unless otherwise stated.

2. Provision of Equipment

2.1 Deckchair shall provide the Equipment to the Customer, in accordance with the terms of this Agreement. Equipment shall not be provided before any applicable Installation Fee and/or Equipment Fee due is paid.

2.2 The Customer shall install the Equipment at the Location at its own expense, in accordance with any Documentation provided by Deckchair.

2.3 Prior to installation, Deckchair will, if required, carry out pre-installation surveys in conjunction with the Customer to advise on the optimum location for siting the Equipment.

2.4 Deckchair will confirm with the Customer when it has internet connectivity with the Equipment, from which date Deckchair shall use reasonable efforts to ensure that the Services will commence within one Business Day of such date.

2.5 Deckchair may provide Equipment to the Customer in one of two ways:

(a) Equipment may be provided to the Customer on a hire basis. In this situation, the Equipment always remains in the ownership of Deckchair (the "Hire Basis"); or

(b) the Customer may buy the Equipment from Deckchair. Subject to clause 7.1, title and ownership to the Equipment shall pass to the Customer when the Equipment Fee has been paid in full (the "Sale Basis"). Unless explicitly agreed otherwise in an Order Form this is the preferred method of the Customer.

2.6 The Order Form shall specify whether the Equipment is being provided on a Hire Basis or a Sale Basis.

2.7 Deckchair hereby commits to provide the Equipment and Services to Customer, Customer Hotels and Customer Group Companies which submit Order Forms for approval by Deckchair, which approval may not be unreasonable withheld or delayed.  When an Order Form with a Customer has been approved and by Deckchair and Customer, Deckchair will provide the Equipment and Services to that Customer in accordance with this Agreement and the relevant Order Form.  The Customer which completed the Order Form will be exclusively liable for such Customer’s compliance with this Agreement and the Order Form(s) entered into by it, including but not limited to payment of Fees.  Subsequent Order Forms will only be binding on Deckchair where Deckchair has communicated its approval to them. The approval shall be deemed given by Deckchair, if Deckchair fails to notify the Customer its lack of approval within 15 Business Days of submission of the Order Form by Customer. In no event may Customer be held liable for Customer under any Order Form, unless it is a signatory thereto. Each Order Form will be deemed to incorporate the terms of this Agreement, and this Agreement will control over any inconsistent or contradictory terms in such Order Form. If there is any contradiction or inconsistency between the schedules to this Agreement and the provisions of this Agreement, the provisions of this Agreement shall take precedence. Nothing herein shall be construed as an obligation of Customer, Customer Group Companies or Customer Hotels to buy any minimum Equipment or Services from Deckchair, which shall be completely voluntary.

3. Provision of Services and Support

3.1 Deckchair hereby grants Customer and the Customer a non-exclusive, non-transferable (except between Customer Group Companies), worldwide right during the term of this Agreement to access and use the Services and Documentation, in accordance with the terms of this Agreement, solely in relation with Customer’s and the Customer's activities and business operations.

3.2 Deckchair shall provide Support to the Customer in relation to use of the Equipment and Services. The Customer can access such support services via +44 203 239 1117 and support@deckchair.com shall use reasonable efforts to respond to such support requests within one hour where a request is made during Working Hours and within four hours where a request is made outside Working Hours.

3.3 All Support provided under clause 3.2 above shall, where possible, be done remotely. If this is not possible, Deckchair may require that Equipment is returned to it for appropriate repair and maintenance, the costs of which shall be borne by Deckchair, unless where any issue or problem with the Equipment or Services is the fault of the Customer or was misused by Customer in breach of the terms of this Agreement. Deckchair shall still provide Support in such circumstances but shall be entitled to make a reasonable charge for such Support. Deckchair's current day rate that will be charged is £625 per day. This charge is not pro-rated if less than one day's worth of Support is incurred.

4. Warranties

4.1 Deckchair represents and warrants that: (a) its obligations under this Agreement will be performed in in a workmanlike and professional manner in accordance with Good Industry Practice and all applicable laws; (b) it has all the rights in relation to the Equipment, Services and Documentation necessary to grant all the rights granted under this Agreement free from any liens, third party claims or encumbrances; (c) the Equipment and Services (including the API) will not contain any lockout devices, disabling codes, viruses or other harmful code, (d) its provision of the Equipment, Services and Documentation will not infringe the intellectual property rights of any third party, (e) the images will be uploaded and stored on Deckchair servers (including a backup system) with secured access allowing Customer, Customer, Deckchair operators and any other person authorized by Customer (and no other person) to access and download the high quality images at all times, (f) Deckchair shall ensure that the quality of the images is at all times safeguarded,  (g) the Equipment will be guaranteed of high quality with all features further detailed in Schedule 1 and this Agreement and any other features specified in any Order Form, (h) the Equipment will work without material error during the Warranty Period and with the Support of Deckchair thereafter to enable the Customer to make the appropriate use of the Equipment and the Services, (h) Deckchair  shall use reasonable efforts to prevent any unauthorised access to the Deckchair servers (including the backup system) and, in the event of any such unauthorised access or use, promptly notify Deckchair, and (i) Deckchair will not collect, use or distribute any Personally Identifiable Information in the course of providing the Services.  For purposes of this Agreement, “Personally Identifiable Information” means any information that identifies or can be used to identify, contact, locate, or be traced back to the specific person to whom such information pertains, or from which identification or contact information of an individual person can be derived.  

4.2 The warranty at clause 4.1(h) above shall not apply to: (a) Equipment that was not installed in accordance with the Documentation; (b) use of the Equipment with other equipment or materials not supplied or approved by Deckchair; (c) any maintenance, alteration, modification or adjustment performed to the Equipment by persons other than Deckchair or its personnel; (d) the Customer or a third party moving the Equipment without the permission of Deckchair; (e) the use of the Equipment in breach of any of the terms of this Agreement; or (f) the neglect or misuse of the Equipment.

4.3 Apart from the terms set out above in clauses 4.1 and 4.2, no conditions, warranties or other terms apply to the Equipment, Services and Documentation or their supply under this Agreement.  In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any purpose will apply to anything supplied under this Agreement.

5. Term

5.1 This Agreement and the Order Form  shall commence on the Effective Date and shall continue for an initial period of twelve months ("Initial Period"). Unless either party gives no less than three months' written notice of termination prior to the expiry of the Initial Period, this Agreement shall continue thereafter until terminated in accordance with clause 13. Each subsequent Order Form entered into by Customer shall commence on the effective date stated in the Order Form until terminated in accordance with clause 13.

6.  Payment

6.1 In consideration of Deckchair providing the Equipment and Services, the Customer shall pay the Fees in accordance with this clause 6 and the relevant Order Form.  The Installation Fee (if any) shall be invoiced on or shortly after the effective date of each Order Form. The Subscription Fee shall be invoiced monthly in advance.

6.2 Invoices for the Fees shall be issued in accordance with the above and unless otherwise agreed, the Customer shall pay Deckchair's invoices within thirty days of the date of receipt of the invoice by Customer .  The amounts specified in Schedule 2 do not include VAT or any other taxes on supplies and the Customer will pay these to Deckchair as well as the amounts concerned.  Deckchair shall be entitled to charge reasonable out of pocket expenses where approved in advance by the Customer.

7. Use of Equipment

7.1 The following clause shall apply to Equipment that is provided on a Hire Basis: (a) following completion of installation of the Equipment, the Customer shall only adjust or otherwise deal with the Equipment on Deckchair's written instruction; and (b) shall be liable for the full replacement value of the Equipment if it is lost or stolen or otherwise cannot be returned to Deckchair in full working order on termination of the Agreement

8. Intellectual Property

8.1 All intellectual property rights in and relating to the Services, Documentation and as may be included in the Equipment shall belong to Deckchair and/or its licensors. All Images are and will remain the property of the Customer. Deckchair hereby assigns, with full title guarantee, all intellectual property rights in and to the Images to the Customer.

8.2 The Customer hereby grants Deckchair with a royalty-free, worldwide licence to upload, download, store, copy and use the Images for the duration of the Agreement for the purpose of providing the Services.

8.3 During the term of the Agreement, Customer and the Customer shall have full access to the Images and can delete any Images that it wishes from the Deckchair servers. Deckchair will as part of the Services provide an adequate back-up system for storing the Images without altering the quality and transferring to and/or allowing access and recovery of the Images and all Customer related data stored on Deckchair’s servers by Customer and the Customers at all times, including during a period of 1 months after termination of the Agreement or applicable order Form to allow Customer and the Customers to download to local storage all Images and related data held by Deckchair in the Services during the term of the Agreement.

9. Customer's Obligations

9.1 The Customer shall not: (a) access all or any part of the Equipment, Services and Documentation in order to build a product or service which competes with the Services and/or Documentation; or (b) license, sell, rent, lease, transfer, assign, distribute, display or disclose the Services and/or Documentation, unless permitted in writing by Deckchair.

9.2 The Customer shall use reasonable efforts to prevent any unauthorised access to, or use of, the Services and/or Documentation and, in the event of any such unauthorised access or use, promptly notify Deckchair.

10. Confidentiality

10.1 Each party will keep confidential any information which the other supplies to it in connection with this Agreement.  Confidential information will include all information marked as being confidential; and any other information which might reasonably be assumed to be confidential ("Confidential Information").  The obligations as to confidentiality in this Agreement will not apply to any information which: (a) is available to the public other than because of any breach of this Agreement; (b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; (d) is trivial or obvious; or (e) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirements).

11. Indemnity

11.1 Deckchair will indemnify the Customer against any loss or damage suffered or incurred by the Customer as a result of any claim by a third party that (a) the use or possession by the Customer in accordance with this Agreement of the Equipment, Services or Documentation infringes the Intellectual Property Rights of any third party or (b) that the Equipment or Services contravene applicable product liability legislation or applicable laws.  In order for this indemnity to apply: (a) the Customer must tell Deckchair as soon as the Customer becomes aware of a claim and give Deckchair full details of the claim; (b) the Customer must not make any admissions in relation to the claim without obtaining Deckchair's permission first; and (c) if Deckchair asks the Customer to do so, the Customer must let Deckchair take over dealing with the claim but Deckchair may not make any admission of liability or enter into any settlement or agree to any indemnification on the Customer's behalf without its approval.

11.2 The indemnity in clause 11.1(a) will not apply to any claim: (a) that arises in relation to any changes to the Equipment, Services or Documentation which have not been made by Deckchair or any combination or use of the Equipment, Services or Documentation with anything else where that combination or use has not been approved by Deckchair; or (b) relating to any Intellectual Property Rights subsisting outside the area of permitted use under this Agreement.

12. Liability

12.1 Neither party's liability (a) for death or personal injury caused by its negligence or the negligence of its employees or agents; (b) for fraud or fraudulent misrepresentation; (c) under product liability legislation; (d) for any failure to pay any amount properly due under this Agreement; and (c) for any liability which cannot legally be excluded or limited under English law, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

12.2 Subject to clause 12.1, Deckchair shall not be liable to Customer or any the Customer (taken together) (whether such liability arises as a result of any breach of contract, tort (including negligence), breach of statutory duty, misrepresentation or for any other reason) for any (a) loss of profits; (b) loss of customers or contracts; or (c) indirect, consequential or special loss.

12.3 Subject to clauses 11, 12.1 and 12.2, the liability of each party to the other and Deckchair to any Customer (taken together) arising out of this Agreement, (and whether such liability arises as a result of any breach of contract, tort (including negligence), breach of statutory duty, misrepresentation or for any other reason) shall, unless covered by insurance, be limited:

(a) in relation to any Order Form in respect of any Contract Year, to the total amounts paid or payable by Customer in connection with the relevant Order Form in respect of the relevant Contract Year; and

(b) in the aggregate (across all Order Forms and whenever arising), to the greater of: (i) all amounts paid or payable by Customer and all Customers or (ii) with a minimum of £10,000.

12.4 For the purpose of clause 12.3(a), if more than one claim arises from the same event or series of events, then all such claims shall be treated as one, which will be treated as having arisen on the date on which the first relevant claim arose.

13. Termination

13.1 Either party may terminate this Agreement and/or each Order Form with immediate effect (without prejudice to any other right or remedy available) on written notice to the other party if that party:

(a) is in material breach of any of its obligations under this Agreement and, in the case of a breach capable of remedy, has not remedied such breach within 10 Business Days (and for the purposes of this clause 13.1(a), in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred); or

(b) suffers an Insolvency Event.

13.2 Following the expiry of the Initial Period,

(a) Customer may terminate this Agreement and the Order Form it entered into at any time on three months' written notice to Deckchair; and

(b) Deckchair may terminate this Agreement at any time on three months’ written notice to Customer, but termination shall not take effect until the term under all then current and signed Order Forms have expired.

13.3 Following the expiry of the initial period of each Order Form (which unless stated otherwise in an Order Form shall be 12 months) each Customer may terminate an Order Form at any time on three months’ written notice to Deckchair.

13.4 On termination or expiry of this Agreement and/or any Order form (as applicable) for any reason: (a) the Customer shall stop using the applicable Services and Documentation; (b) if Equipment has been provided on a Hire Basis, the Customer shall return the Equipment to Deckchair using an agreed registered carriage mechanism; (c) if Equipment has been provided on a Sale Basis and the Equipment Fee has not been paid in full, the Customer shall (at Deckchair’s discretion), either: (i) return the Equipment to Deckchair; or (ii) immediately pay any outstanding Equipment Fee to Deckchair; (d) the Customer shall immediately pay all Fees or other undisputed sums due under the Agreement as at the date of expiry or termination (the parties shall meet to resolve any disputed sums, if the parties cannot resolve such dispute within 5 days, such dispute shall be resolved in accordance with the mediation procedure set out in clause 17); (e) after 1 month following termination of the Agreement, the Customer shall no longer have access to Images via the Services and so should ensure with Deckchair’s assistance that they have downloaded any Images that they require within that month. Deckchair shall delete all Images contained within the Services; and (f) both parties shall upon request of the other party immediately return to the other party or destroy, all Confidential Information in its possession.

13.5 Following the termination of this Agreement, the following shall survive termination: clauses 1, 2.7, 3.1, 4, 8, 10, 11, 12, this clause 13, 14 and 16.

 

14. Insurance

During the term of this Agreement, Deckchair will carry and maintain, at its expense, the following insurance in the following amounts with insurance companies possessing a minimum A.M. Best rating of A-XII:

i) Public Liability: Indemnity Limit £2,000,000 any one claim unlimited in the period.

ii) Employer’s liability: Indemnity Limit £10,000,000 each and every claim

iii) Products Liability: Indemnity Limit £2,000,000 any one claim and in all.

iv) Professional Indemnity £1,000,000 any one claim

A certificate of insurance evidencing the above coverage, terms and conditions will be delivered to Customer upon its request. All policies maintained by Deckchair will be written as primary policies, not contributing with and not supplemental to the coverage that Customer may carry a certificate of insurance evidencing the above coverage, terms and conditions will be delivered to Customer upon its request.  All policies maintained by Deckchair will be written as primary policies, not contributing with and not supplemental to the coverage that Customer may carry.

 

15. Miscellaneous

15.1 This Agreement sets out the entire agreement and understanding of the parties in respect of the Services and supersedes all prior oral or written agreements and understandings on the matter. Any other terms or conditions that the Customer attempts to impose on Deckchair shall not apply. Neither party shall be bound by or be liable for any alleged representation, promise, inducement or statement of intention not included in this Agreement, except where fraudulently or negligently made.

15.2 The waiver of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. Any failure by either party to enforce any provision herein shall not be deemed a waiver of such provision, and any such provision shall be and remain in full force and effect.  No amendment to this Agreement shall be considered effective unless signed in writing by both parties.  The Customer shall not assign any of its rights, or delegate any of its duties or obligations under an Order Form without the prior written consent of Deckchair. Customer and Customer may not assign its right and duties under this Agreement and any Order Form except that it may assign to one of its Group Companies with the consent of Deckchair (not to be unreasonably withheld or delayed) where Deckchair is satisfied (in its reasonable opinion) the assignee Group Company is of sound financial standing. This Agreement may be not be assigned by Deckchair without the prior written consent of Customer, such consent not to be unreasonably withheld or delayed.  Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other unpredictable and unpreventable cause beyond the reasonable control of such party.  Other than Customer Hotels and entities under Common Control with Customer with whom Deckchair agrees an Order Form under clause 2.7, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 as amended from time to time.  All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate in an Order Form or by notice given in accordance with this clause 16. Notices may be served personally or by certified mail, return receipt requested and shall be deemed to have been duly given as stated below. Notices shall be deemed to have been received: (a) if by personal delivery, at the time of delivery; and (b) if by certified mail, on the date of the acknowledgement of receipt.

16. Dispute resolution, applicable law and jurisdiction

16.1 Subject to clause 16.3, any dispute or conflict between the parties arising out of or in connection with this Agreement, its interpretation or subject-matter ("Dispute") shall be referred to the chief executive officer (or equivalent officer) or general counsel of each party and then, if still not resolved, to the chairman, general manager or president (or equivalent officer) of each party. If any such Dispute remains unresolved for a period in excess of 14 days from the date it was referred to the latter representatives (or such other period as the parties may agree), it will be resolved in accordance with clauses 16.2 and 16.4.

16.2 Subject to clause 16.3, any Dispute which remains unresolved following the exhaustion of the procedure set out in clause 16.1 may be referred to mediation in accordance with the Centre for Dispute Resolution ("CEDR") Model Mediation Procedure ("Model Procedure"). to initiate a mediation, a party must give written notice ("Mediation Notice") to the other party requesting a mediation in accordance with this clause 16.2. A copy of the request should also be sent to CEDR. The Model Procedure will be amended to take account of any other agreement which the parties may enter into in relation to the conduct of the mediation. If there is any point on the conduct of the mediation (including the nomination of the mediator) upon which the parties cannot agree within 14 days from the date of the Mediation Notice, CEDR will, at the request of either party, decide that point for the parties, having consulted with them. The mediation will start not later than 21 days after the date of the Mediation Notice. Neither party may terminate mediation until each party has made its opening presentation and the mediator has met each party separately. Thereafter, paragraph 14 of the Model Procedure will apply. The mediation will take place in London, England and the language of the mediation will be English.

16.3 Nothing in this Agreement shall prevent any party from pursuing interim, injunctive or declaratory relief or to initiate legal proceedings where the right to issue proceedings would be prejudiced by the impending expiration of any applicable statutory limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.

16.4 This Agreement (and any question about its subsistence, effect or termination) is to be interpreted in accordance with the laws of England.  The courts of England shall have exclusive jurisdiction to settle any dispute between the parties to this Agreement, whether arising in connection with this Agreement or otherwise.
 

 

SCHEDULE 1

DECKCHAIR SOLUTION AND PROPOSAL OF EQUIPMENT AND SERVICES AS AT THE ORDER DATE

The services will also comprise hosting & maintenance services:

  1. Deckchair will endeavor to provide uninterrupted access to the hosted applications and content (except for regularly scheduled maintenance) and will monitor the servers hosting the applications and content for such availability (7 days x 24 hours x 365 days).  

  2. Deckchair agrees that any unscheduled downtime of the applications and content, during each calendar month as a percentage of all time during such calendar month, will not exceed .01%, and agrees that scheduled downtime during each calendar month will be no more than 6 hours.   Deckchair will give at least 48 hours prior written notice to Customer of any scheduled downtime, and such notice will include the date and time of commencement of the scheduled downtime and an estimate of the duration of the scheduled downtime.

  3. Deckchair will use renowned world leading suppliers of cloud computing services for the provision of service, these servers are physically located in numerous positions around the world. Deckchair currently uses Amazon Web Services, the largest such supplier in the world.

  4. Deckchair will also use a Content Delivery Network to provide added speed and resilience to the distribution of images and services around the world, ensuring fast response times no matter where an end consumer is situated. Deckchair currently uses Amazon Cloud Front CDN, one of the world’s largest suppliers.

 

 

SCHEDULE 2

ORDER FORM

 

Order form as constituted by the supporting online document and email proposal. A proposal provided by email from Deckchair detailing commercial terms and confirmation by customer intent to purchase constitutes such order form.

 

SCHEDULE 3: DECKCHAIR API DEFINITION

 

Deckchair.com provides a public API for clients to access data held by Deckchair.

 

The API adheres to REST conventions/standards and returns JSON encoded data.

 

The core endpoints clients use are:

 

/camera/:id

This returns a JSON object detailing the cameras name, current location etc. etc.

This allows Customer to retrieve high level data about a specific camera, for inclusion on their site.

 

E.g.

 

  • title: "Fairoaks Airport",
    description: "Live images from Fairoaks Airport",
    location
    {
    lat: "51.3527283",
    lng: "-0.5618047",
    address: "Chertsey Road",
    city: "Chobham",
    state: "Surrey",
    zip_code: "GU24 8JB",
    country: "GB",
    time_offset_ms: "0",
    time_offset_olsen: "Europe/London",
    sunrise: "2000-01-01 07:20:00 UTC",
    sunset: "2000-01-01 16:12:00 UTC",
    compass: "",
    altitude: ""
    },
    active: "true",
    ad_title: "Fairoaks Airport",
    ad_caption: "www.synergyaviation.com"

  •  
  •  

 

/camera/:id/timeline[?from=DATETIME][&to=DATETIME]

This returns a JSON array of objects uploaded within the time period.

This would enable Customer to build a rich interactive interface around their camera if they so wished.

 

E.g.

[

  • {

    • id: "215671",

    • taken: "2013-10-28 04:58:10 UTC",

    • camera_id: "27",

    • location_id: "47",

    • is_first: false,

    • is_last: false

},

  • {

    • id: "215675",

    • taken: "2013-10-28 05:00:40 UTC",

    • camera_id: "27",

    • location_id: "47",

    • is_first: false,

    • is_last: false

},

  •  

 

 

/viewer/image/:id[?width=INT][&height=INT][&resize_mode=fit|fill][&

This returns an actual image file for the corresponding ID

 

This allows Customer to include images across their site with little to no editing or processing. For example the following URL would retrieve a thumbnail sized image:

/viewer/image/375504?width=200&height=100&resize_mode=fill&gravity=SouthWest

 

We pre-cache a number of image resolutions both pre-defined and those decreed as 'popular' via our internal algorithms. If we don't have a cached image available it will be dynamically generated on demand. All of our images are served through a global CDN for the lowest possible latency.

 

Deckchair versions it's API to insulate clients from change. We are currently finishing version 2 of the API which is simply available as: /v2/camera/:id this allows Customer to upgrade with Deckchair at their own pace.