The following terms (hereinafter the “Cloud Maintenance Terms”) shall apply to all Bluefort project delivery services and shall be read and construed in conjunction with the Bluefort General Terms and Conditions of Service (hereinafter “T&Cs”).

The Customer agrees to be bound by these Cloud Maintenance Terms and the T&Cs upon entering into a principal agreement with Bluefort (hereinafter “the Principal Agreement”) which shall stipulate the type of services which Bluefort shall provide to the Customer and which may also incorporate, by reference, the provisions of other agreements of Bluefort. The Principal Agreement, the T&Cs and these Cloud Maintenance Terms shall thus be read, understood and interpreted as one document.

1. INTERPRETATION
1.1. Rules of Interpretation:
These Cloud Maintenance Terms shall be read and construed in line with the provisions of the T&Cs and in line with the provisions of the Principal Agreement.
1.2. Definitions:
Actual Charges: Shall mean the amounts calculated and payable in line with the provisions of these Cloud Maintenance Terms and those of the Principal Agreement.
Bluefort Background IPRs: All Intellectual Property Rights that are owned by or licensed to Bluefort.
Bluefort Employee / Representative: Shall mean an employee or a representative of Bluefort as may be designated by Bluefort.
Customer Background IPRs: All Intellectual Property Rights owned by the Customer or licensed to the Customer by a person who is not Bluefort.
Customer Employee / Representative: Shall mean an employee or a representative of the Customer as may be designated by the Customer.
Customer Materials: All materials, equipment and tools, drawings, specifications and data, including Customer Background IPRs, supplied by the Customer to Bluefort in order to provide the Services.
Deliverables: All documents, products and materials developed by Bluefort or a Bluefort Employee in any form, including without limitation any Releases, computer programs, software customisations, developed software data, reports and specifications (including drafts).
Foreground IPRs: All Intellectual Property Rights in the Deliverables, other than Bluefort Background IPRs.
Intellectual Property Rights: Shall mean all vested, contingent and future intellectual property rights including but not limited to patents, utility models, rights to inventions, mathematical methods, mathematical formulas, mathematical algorithms, copyright and neighbouring and related rights, aesthetic creations, moral rights, sui generis rights (as recognised and protected by the provisions of the Copyright Act – Chapter 415 of the Laws of Malta), trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, design rights (whether registered or unregistered), rights in computer software, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
List of Rates: The list of Hourly Rates agreed to by the Parties, and set out in the Principal Agreement.
Man Day: Shall mean and shall be equivalent to eight hours of work provided by the Bluefort Employee when carrying out the Services. By way of example, two (2) Man Days shall be equivalent to sixteen (16) hours, and thirty two (32) hours shall be equivalent to four (4) Man Days.
Releases: means any individual or collective document, product or material which is developed, provided or produced by Bluefort to the Customer in accordance with the definition provided above in these Cloud Maintenance Terms to the term ‘Deliverables’.
Resource Allocations: Shall mean the Bluefort Employee/s / Representatives.
Maintenance Work Specification: Shall include a detailed outline of the Services to be provided by Bluefort to the Customer. The Maintenance Work Specification shall be attached to the Principal Agreement.
VAT: Any form of tax chargeable under the Value Added Tax Act of 1999 (Chapter 406 of the Laws of Malta).
Services: shall be interpreted broadly as to cover any and all types of services which Bluefort shall provide to the Customer, a more detailed reference to which shall be provided by means of the Principal Agreement and the accompanying Maintenance Work Specification.

2. THE MAINTENANCE SERVICES DEFINED
2.1 The Services shall consist in the provision of cloud maintenance services which will be required by the Customer throughout the duration of the Principal Agreement, with particular emphasis on management of cloud services, as shall be outlined in detail in the Maintenance Work Specification attached to the Principal Agreement.
2.2 Throughout the execution of the Services, the Customer may be required to revise its overall software licencing infrastructure and this will therefore necessitate the sourcing and supply, by Bluefort for the Customer’s benefit, of a number of software applications which may include customisations carried out by Bluefort according to the needs of the Customer and of the Services as a whole.
2.3 The execution of the Services will take place in stages and, where the context so allows, any such stage shall be deemed to be part of the Services for the purposes of these Cloud Maintenance Terms.
2.4 Where required by the nature of the Services to be provided, periodic meetings will be scheduled and held under the direction of the Bluefort Representative and the Customer Representative, supported by the compilation of reports.
2.5 Bluefort will ensure that it shall dedicate the adequate resource capacity in all of the phases of the Services and, where personnel is unavoidably absent due to holiday or other form of leave, Bluefort will endeavour to provide suitable substitute personnel.
2.6 Both Parties are committed to the success of the Services and, therefore, both Parties recognise that to be successful they have to work together, and acknowledge that the following principles are intended to underpin this relationship and as such, both Parties acknowledge that these principles should be followed in order to successfully meet their own obligations under the Agreement:
(a) The Bluefort Representative must have decision-making authority to quickly make critical decisions.
(b) The target time for making project time-critical decisions is within two (2) working days of them being raised and documented.
(c) An urgent meeting between the Bluefort Representative and the Customer Representative will be convened in a target time of within two (2) working days where practical to take escalated decisions about project strategy, business change and business policy, and to resolve decisions escalated to them.
(d) Bluefort shall monitor, co-ordinate and oversee the performance by the Bluefort Employees engaged in the execution of the Services of their respective terms of appointment and advise the Customer in relation thereto and use all reasonable endeavours to enable the Bluefort Employees to comply with their obligations under their respective appointments.
(e) Both Parties shall establish and maintain procedures and lines of communication for the exchange of information reporting approvals and consents as may be required during the execution of the Services.
2.7 Where required by the Maintenance Work Specification, Bluefort shall co-ordinate with the Customer the preparation of all planned releases, Specifications and other documents necessary to enable the execution of the Services, inclusive of Deliverables and Releases, and what works to be carried out as soon as is practicable by Bluefort and as soon as any of them have been prepared, submit the same to the Customer for approval and notify the Customer of all the requirements in connection therewith.

3. INTELLECTUAL PROPERTY
3.1 Bluefort shall retain ownership of all Bluefort Background IPRs and shall have no claim in respect of the Customer Background IPRs.
3.2 The ownership, including Intellectual Property Rights ownership, of any Foreground IPRs and Deliverables / Releases shall solely vest in Bluefort. Notwithstanding this, the Customer shall have a perpetual, non-exclusive royalty-free licence to use the Foreground IPRs and the Deliverables / Releases.
3.3 Provided that the Customer shall not during or at any time after the completion, expiry or termination of the Principal Agreement in any way question or dispute the ownership by Bluefort of the Foreground IPRs and Deliverables / Releases.
3.4 Provided further that Bluefort and the Customer hereby agree to do all such things and to sign and execute all such documents and deeds as may reasonably be required, at the cost of the Bluefort, in order to perfect, show and confirm the Bluefort’s sole ownership in respect of the Foreground IPRs and Deliverables / Releases.
3.5 Provided further that the Customer shall not be entitled to create any derivative works of the Foreground IPRs or the Deliverables / Releases and the Customer shall not be entitled to sub-licence, assign or otherwise transfer the non-exclusive royalty-free license mentioned further above in this Clause 3 in respect of the Foreground IPRs or the Deliverables / Releases.
3.6 This Clause 3 shall survive the termination of the Principal Agreement.

4. ACTUAL CHARGES AND FINANCIAL CONSIDERATIONS
4.1 The Parties agree that other than what is contained in these Cloud Maintenance Terms, the resource allocations, the applicable List of Rates / Hourly Rates, Actual Charges and other financial considerations for the Maintenance Work Specification and for the Services, including any Deliverables and Releases, will be outlined in the Principal Agreement.
4.2 Actual Charges: Subject to the above, the charges, in Euros (€), payable by the Customer to Bluefort for the Services rendered under the terms of the Principal Agreement shall be calculated and invoiced on the basis of the following terms.
4.3 Retainer: A monthly retainer charge, in Euros (€) will be specified in Maintenance Work Specification. This amount covers the activities listed in the Maintenance Work Specification. The retainer is charged yearly upfront. Some of these activities may have a yearly cap of hours. When exceeding this cap, then the work is charged per hour as indicated in Clause 4.4.
4.4 Hourly Rates:
(a) Business Day Office Hours (office hours being 09.00 to 17.00): this shall be the Hourly Rate specified above in the Principal Agreement.
(b) Saturday / Out of office hours: The applicable rate is the Hourly Rate plus fifty percent (50%), per hour.
(c) Sunday / Public or National Holidays: The applicable rate shall be the Hourly Rate plus one hundred percent (100%) per hour.
The Retainer and Hourly Rates shall be increased by up to a maximum of three percent (3%) at the end of each calendar year.
The advance approval of Bluefort shall be required in the event that a Bluefort Employee will be required to work outside of office hours (as outlined above) or on a non-Business Day.
4.5 The calculation of Actual Charges shall be determined by Bluefort on the basis of:
(a) the Rates stipulated in the Principal Agreement;
(b) the actual recorded hours worked by the Bluefort Employee/s;
(c) the subsequent approval of these recorded hours by the Customer in line with the provisions of Clauses 4.5 and 4.6 below.
4.6 The Parties agree that all hours worked by a Bluefort Employee, irrespective of the person behind the position of Bluefort Employee and irrespective of the fact that different persons might have taken up such a position, in connection with the Services shall be accurately recorded via time-sheets on the computer system maintained by Bluefort for this express purpose. Consequent to this, the Parties agree that, at the end of each working week, the Customer shall be entitled to:
(a) review the hours recorded for that week prior to approving them for the purpose of calculating the Actual Charges; and
(b) raise any reasonable objection with Bluefort in relation thereto, and withhold said approval until the issue forming this objection has been satisfactorily resolved and, in this regard, the Parties expressly agree that they will both use their best endeavours to resolve any such objection in a timely manner and in good faith.
4.7 Further to Clause 4.5 above, the Customer however accepts that if it fails to raise an objection within 3 Business Days of the Customer being notified in writing by Bluefort with a request to approve the hours recorded for the week in question, then the hours recorded for that prior work shall irrevocably be deemed to have been approved by the Customer.
4.8 The Customer agrees that the Bluefort Employee/s carrying out the service shall be given the opportunity to work five (5) days a week with the exception of Saturdays, Sundays, national, public and religious holidays, thereby generally equating to an overall total of a forty (40) hour week.
4.9 Invoices shall be issued by Bluefort on a yearly basis covering the retainer and on monthly basis on the basis of the Actual Charges incurred by the Customer. Payment of such invoices shall be settled by the Customer by no later than fifteen (15) days of the date of the invoice
4.10 If the Customer fails to make any payment due to Bluefort by the due date for payment, then, without limiting Bluefort’s remedies in terms of the Principal Agreement (including the T&Cs) or at law, the Customer shall pay interest on the overdue amount at the rate of six percent (6%) per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any possible Court judgment to such effect. The Customer shall pay the interest together with the overdue amount.
4.11 All amounts due in connection with the Principal Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).