Hosting Support Agreement

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  • PKP PUBLISHING SERVICES: HOSTING SUPPORT AGREEMENT

  • BETWEEN:

    SIMON FRASER UNIVERSITY, PKP PUBLISHING SERVICES (“PKP”),

    having an address at: 8888 University Drive, Burnaby, BC V5A 1S6

    AND:

  • WHEREAS:

    A. PKP provides certain technical support services (the “Services”) as described at https://pkpservices.sfu.ca; and

    B. The Client wishes to engage PKP to provide such Services to the Client, all on the terms and conditions set out in this Agreement.

    C. PKP's mandate is to improve the scholarly and public quality of academic research through the research, development, implementation, and support of open source software to support scholarly publishing and communication. PKP encourages the use of innovative publishing models that adhere to those traditional scholarly publishing practices that ensure rigorous standards of quality. The Services offered by PKP are provided to advance its mandate. PKP reserves the right to refuse or terminate the Services to any Client whose publications or associated activities are judged to be inconsistent with PKP's stated mandate.

    NOW THEREFORE, the parties agree as follows:

    ARTICLE 1 - INTERPRETATION

    1.1 Interpretation.

    For purposes of this Agreement, except as otherwise expressly provided:

    (a) “Agreement” means this PKP Publishing Services: Hosting Support Agreement, including the recitals and schedules, as supplemented and amended in writing from time to time;

    (b) capitalized terms used in this Agreement shall have the meaning indicated either in this Agreement or in the Support Options (the “ Support Options ”), which are incorporated into this Agreement and are described in Schedule C, as applicable.

    (c) descriptive headings are inserted solely for convenience of reference, do not form part of this Agreement, and are not to be used as an aid in the interpretation of this Agreement;

    (d) all references to currency refer to lawful money of Canada (unless expressed to be in some other currency) and all amounts to be calculated or paid pursuant to this Agreement are to be calculated and paid in lawful money of Canada for Canadian clients, or US Dollars for all other clients;

    (e) each provision of this Agreement is intended to be severable and if any provision is illegal, invalid or unenforceable, such illegality, unenforceability or invalidity will not affect the validity of this Agreement or the remaining provisions; and

    (f) words importing the singular include the plural and vice versa.

    ARTICLE 2 – ENGAGEMENT

    2.1 Engagement.

    The Client hereby engages PKP to provide to the Client those Services in connection with the Client’s use of authorized versions of specific open source software (the “Supported Software”), as described at https://pkp.sfu.ca/ , which is incorporated into this Agreement by reference, and the applicable Support Option level identified by the Client and associated Support Fees (the “Support Fees”), as set out in the annual invoice (the “Invoice”) provided to the Client by PKP.

    2.2 Acceptance.

    PKP hereby agrees to provide the Services to the Client on the terms and conditions of this Agreement and in the manner and within the timeframe as stated in the Invoice provided to the Client by PKP.

    2.3 Amendments

    PKP reserves the right to amend the terms of this Agreement, the Supported Software, and any Support Options at any time and will provide notice of amendments that affect the Services to the Client (“ Applicable Amendments”) by email to the Client’s email address as stated in the Invoice and by posting notice of amendments on the PKP website: https://pkpservices.sfu.ca. For greater certainty, such amendments may include, but are not limited to, material changes in the Services to the Client. The Client (i) must review the Applicable Amendments on the PKP website and explicitly confirm they are acceptable; or (ii) may terminate this Agreement for Applicable Amendments in accordance with section 3.5 below. If the Client does not exercise either the aforementioned (i) or (ii) options, the Applicable Amendments shall be deemed to take effect thirty (30) days following the notice of amendments.

    ARTICLE 3 – TERM OF THE AGREEMENT

    3.1 Term.

    Unless start and completion dates are expressly included in the Invoice, this Agreement will be valid from the date of last signature and will remain in effect for an initial term of twelve (12) months (the “ Initial Term”).

    3.2 Renewal.

    This Agreement will be automatically renewed for an additional twelve (12) month term (the “Renewal Term”) at the end of the Initial Term. Thirty (30) days prior to the expiration of the Initial Term, PKP will provide to the Client an annual renewal invoice which will set out the rates for the upcoming Renewal Term.

    3.3 Termination for Default.

    Notwithstanding any other provision of this Agreement, either party may terminate this Agreement at any time by giving the other not less than sixty (60) days’ prior written notice of the effective date of such termination if the other party is in material default of any of the terms or conditions of this Agreement and such default has not been cured within thirty (30) days after the non-defaulting party has given the defaulting party written notice of the default. PKP may terminate this Agreement by giving written notice to the Client if they fail to pay the amount due under this Agreement within thirty (30) days of such notice and remain in default for over sixty (60) days.

    3.4 Termination for Convenience.

    The Client or PKP may terminate this Agreement on ninety (90) days written notice to the other party for convenience. In the event of such early termination for convenience by PKP, PKP shall provide a refund of the Support Fees from the termination date to the remainder of the current term of this Agreement. In the event of such early termination for convenience by the Client, no Support Fees shall be refunded. Exemptions to this will be solely determined by PKP.

    3.5 Termination for Applicable Amendments.

    The Client may terminate this Agreement for Applicable Amendments by providing PKP with written notice of termination no later than thirty (30) days after PKP has notified the Client of Applicable Amendments. In the event of such early termination for Applicable Amendments, PKP will provide a refund of the Support Fees from the notice of termination date to the remainder of the current term of this Agreement.

    3.6 Transition Period Upon Termination.

    The Client acknowledges and agrees that there will be a transition period of at least thirty (30) days immediately following the date of termination for any reason, during which time PKP will deliver to the Client a copy of all data in the existing file formats used by the Services and provide related migration support to the Client.

    3.7 Support Option Changes.

    The Client may request to change Support Options at the end of the Initial Term. Change requests to Support Options during the middle of the Initial Term or Renewal Term, as applicable, will be charged at the prorated difference between the two Support Options. For any Support Option changes, the Client acknowledges and agrees that:

    • Clients on the Basic Support Option may change to a Professional, Institutional, or Enterprise Support Option.
    • Clients on a Professional, Institutional, or Enterprise Support Option may change to a Professional, Institutional, or Enterprise Support Option.

    Since Professional, Institutional, and Enterprise Support Options rely on a dedicated Client application installation, the Client acknowledges and agrees that it is not possible to move from these Support Options to a Basic Support Option that relies on a non-dedicated application installation shared with other clients.

    ARTICLE 4 –PAYMENT TERMS

    4.1 Invoicing & Payment Terms.

    PKP shall issue the Invoice to the Client for the Support Fees, pre-payable by the Client to PKP on an annual basis. PKP shall send all Invoices to the address set out in the Notice Provision at section 10.8 of this Agreement. The Client shall pay such Invoices within thirty (30) days after the issue date of the Invoice. Payment will be made in either CAD or USD funds as specified by the applicable fee level on the Invoice provided by PKP.

    4. 2 Consequence of Non-Payment.

    PKP may temporarily deactivate the Client’s Supported Software if the Invoice remains in default for over sixty (60) days. PKP will charge an administrative fee to reactivate the Supported Software. The Client acknowledges and agrees that the invoiced amount and reactivation fee must be paid in full before the Supported Software is reactivated.

    4.3 Taxes.

    PKP may collect applicable taxes and duties from the Client, according to jurisdictional requirements of the Client's country of residence.

    ARTICLE 5 - GENERAL PROVISIONS APPLICABLE TO SERVICES

    5.1 Standard of Services.

    PKP will use its good faith, commercially reasonable efforts to ensure that the Services and Support Options are conducted in a professional manner by qualified personnel.

    Unless expressly included in the Invoice, this Agreement specifically excludes the following:

    a) Any software other than the Supported Software;

    b) Any classroom training or on-site consulting;

    c) Design of any application, including layout work;

    d) Copy, proof, or similar editing services;

    e) Any services including upgrades for any Supported Software that has been modified or customised by the Client, unless undertaken as part of custom programming services as specified in a separate Custom Services Agreement with attached statement of work;

    f) Data recovery services as a consequence of Client’s deletions, accidental or otherwise, of data; or

    g) Data modification services that cannot be performed via existing software functionality.

    5.2 Security and Privacy Breaches.

    PKP shall notify the Client of any security or privacy breaches associated with the Supported Software and the measures being undertaken to address them within 12 hours of discovery, and provide regular updates until the incident is resolved. In the event of a security or privacy breach associated specifically with the Client’s activities or procedures in the use of and access to their specific instance of the Supported Software, PKP will assist the Client in resolving any problems in a timely manner.

    In the event a Client-initiated security or privacy breach has implications for the safe and effective operation of PKP, PKP reserves the right to immediately take the Client’s instance of the Supported Software offline and place it in a secure and isolated systems environment until the problem has been resolved. PKP reserves the right to charge an additional fee for the time and effort required to resolve a Client-initiated security or privacy breach.

    5.3 Third Party Service Providers.

    Third party service providers are not allowed to access and make any changes to PKP web servers or Services without prior consultation with PKP, who will determine the appropriate level of access required and associated procedures. PKP reserves the right to deny access to any third party service provider.

    The Client is responsible for the actions and potential consequences of any third party service provider engaged by them and who accesses the PKP web servers or Services on the Client’s behalf. The Client agrees the use of a third party service provider is at its sole risk and that PKP is not responsible for any alleged or actual damages caused by or attributed to the actions of the third party service provider.

    5.4 Confidentiality

    The parties agree that it may be necessary to exchange confidential or proprietary information in connection with the Services. Each party agrees that such information received from the other will not be disclosed to any third party or used for its own purposes without the written consent of the other party and that reasonable and prudent practices shall be followed to maintain the information in confidence. The parties agree, if required, to return promptly at the completion of the Services all appropriately marked "confidential" information supplied by the other party in relation to the Services. The obligations of confidentiality shall survive for a period of five (5) years beyond the termination of this Agreement. The obligations of confidentiality shall not apply to information which:

    (a) is now in or shall enter the public domain as a result of its disclosure in a publication, the issuance of a patent or otherwise without the act or omission of the receiving party;

    (b) the receiving party can prove was in its possession in written form and in a legal manner at the time of the disclosure by the other party to this Agreement;

    (c) comes into the hands of the receiving party from a third party who is entitled to make such disclosure and has no obligation of confidentiality, vis-a-vis the other party of this Agreement; or

    (d) is approved for release by written authorization by both parties hereto.

    ARTICLE 6 – CLIENT RESPONSIBILITIES

    6.1 Terms of Use.

    The Client agrees not to knowingly post or transmit through the Services any material or content that violates or infringes in any way the rights of others, including but not limited to copyright and related intellectual property laws, or gives rise to civil or criminal liability or otherwise violates any local, provincial, or federal laws. The Client shall not engage in any activity on the hosting services that restricts or inhibits any other user from using the hosting services at PKP by “hacking,” “cracking,” spoofing,” or defacing any portions of them. PKP does not endorse, approve, or recommend any of the content published by the Client.

    The Client shall not knowingly post or transmit through the hosting services at PKP any software or other materials that contain viruses, worms, time bombs, Trojan horses, or other harmful or disruptive component, political campaign materials, chain letters, mass mailings, spam mail, any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the hosting services at the PKP or its content.

    The Client agrees that the use of the Services and the Supported Software are at its sole risk and that PKP is not responsible for any alleged or actual damages caused by or attributed to the use of the Services and Supported Software.

    6.2 Customizations.

    The Client may configure and customize the Supported Software to meet their specific requirements but they will also be responsible for maintaining all such customizations. PKP is not responsible for ensuring that any Client customizations will continue to function properly following upgrades of the Supported Software. PKP reserves the right to charge an additional fee for upgrades that require additional effort due to extensive customization or other unique Client requirements.

    6.3 Written Request and Supporting Information.

    PKP provides email-based support to approved contacts as designated by the Client. Support requests can be initiated via email or the PKP Support Portal (https://pkp.accelo.com/portal). The Client shall always provide a written request for support together with all data that is relevant for resolving each support request. Relevant data may include, but is not limited to, detailed descriptions of the problem, actions leading to the problem, screenshots of the problem, and error messages displayed by the system. The Client acknowledges and agrees that PKP will assess and categorize the support requests in accordance with the severity level and classification as provided in Schedule B. If additional information of feedback is required, the Client is required to respond to PKP within seventy-two (72) hours.

    6.4 Maintaining Primary and Billing Contacts.

    The Client agrees and acknowledges that PKP is not responsible for disruption of any Services due to Client’s failure to provide notice of change in Billing Contact or Primary Contact, as defined in Schedule A, including termination of Service due to delinquent account.

    ARTICLE 7 – CLIENT ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES

    7.1 Acknowledgements.

    The Client acknowledges that the use of all Services and Support Options are subject to all applicable local, provincial, national, and international laws and regulations and the Client agrees not to violate any such laws and regulations. Without limiting the generality of the foregoing, the Client acknowledges that any acts to deliberately damage Services is a violation of such laws and a breach of this Agreement and PKP reserves the right to seek damages for any such acts to the fullest extent permitted by law.

    7.2 Representations and Warranties.

    The Client represents and warrants to PKP that the Client:

    (a) Is engaged in a lawful enterprise or activity;

    (b) Can enter into legally binding contracts and is authorized to enter into this Agreement; and

    (c) Is in compliance with all applicable laws in its jurisdiction.

    ARTICLE 8 – INTELLECTUAL PROPERTY

    8.1 Data Ownership.

    Any data, irrespective of format, created and uploaded by the Client will be owned by the Client or the existing copyright holder. PKP will deliver to the Client a copy of all data in the existing file formats used by the Services at any time as mutually agreed to by both parties. PKP cannot reasonably withhold these data.

    8.2 Data Retention.

    In the event this Agreement is terminated, PKP will make available to the Client a copy of all data, irrespective of format, created and uploaded by the Client, in the existing file formats used by the Services, within thirty (30) days of termination, as set out in Section 8.1 of this Agreement. The Client agrees and acknowledges that PKP has no obligation to retain the Client’s data after the termination of this Agreement and has permission to delete all Client data from PKP servers sixty (60) days after the date of termination.

    8.3 Applicability of the GNU General Public License.

    All of the Supported Software has been made available as open source software under the terms of the GNU General Public License (“GPL”). The terms and conditions of the GNU GPL also apply to any copying, distribution or modification that the Client may undertake independently.

    ARTICLE 9 – DISCLAIMER OF WARRANTIES

    9.1 Disclaimer.

    EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PKP DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUPPORTED SOFTWARE, CORRECTIONS AND THE SERVICES PROVIDED HEREUNDER, INCLUDING PROMISES, REPRESENTATIONS AND WARRANTIES AS TO CONDITION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY OF INFORMATION CONTENT OR SYSTEM INTEGRATION.

    Without limiting the generality of the foregoing, PKP does not warrant that its advice or programming will be error free. The foregoing disclaimer also includes any third party service providers such as telecommunications and internet service providers that may be used by PKP.

    PKP disclaims all liability whatsoever to the Client or any other party for any act or omission that may result in consequential, indirect, special or such other damages including but not limited to, any damage for lost profits, loss of data or loss of business, even if PKP has been advised of the possibility of such damages.

    9.2 Limitation on Liability.

    IN NO EVENT SHALL THE LIABILITY OF PKP TO THE CLIENT FOR ANY CLAIM WHATSOEVER RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF THE SUPPORT FEES PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM WITHIN THE CALENDAR YEAR DURING WHICH THE CLAIM AROSE.

    ARTICLE 10 - MISCELLANEOUS PROVISIONS

    10.1 Relationship.

    The parties to this Agreement are, and shall remain, independent contractors with respect to each other. Nothing in this Agreement will be deemed to establish or otherwise create a relationship of agency, employment, partnership, or otherwise between the parties except that of independent contractor.

    10.2 Governing Law.

    This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia including but not limited to British Columbia’s Freedom of Information/Privacy Protection Act (FIPPA), and the laws of Canada applicable therein.

    10.3 Dispute Resolution.

    Both during and after the performance of their obligations under this Agreement, each of the Client and PKP shall make bona fide efforts to resolve any disputes arising between them by amicable negotiations and provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations. Each of the Client and PKP shall use its reasonable efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. Each of the Client and PKP shall attempt to resolve all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with it or from it, by (i) negotiation between sufficiently senior individuals identified by each party who would work together to jointly provide a resolution; or (ii) mediated negotiation with the assistance of a neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Commercial Mediation Rules.

    10.4 Schedules.

    Any schedules attached to this Agreement are incorporated into and form part of this Agreement as fully as if they were included in the main body of this Agreement.

    10.5 Amendments.

    This Agreement may not be modified or amended in whole or in part, unless such an amendment is in writing and executed by both PKP and the Client.

    10.6 Assignment.

    Neither the Client nor PKP may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other. Any assignment without prior written consent is ineffective.

    10.7 Binding Effect.

    This Agreement will ensure to the benefit of and be binding upon the heirs, executors, administrators, legal representatives, successors and permitted assigns of the parties, as applicable.

    10.8 Notices.

    Any notice or other communication required or permitted to be given or made under this Agreement will be in writing and will be effectively given and made if sent by email or delivered personally or sent by registered mail or prepaid courier service, in each case to the applicable address as follows:

    if to PKP:

    PKP Publishing Services

    Simon Fraser University

    ℅ 8888 University Drive

    Burnaby, British Columbia

    V5A 1S6

    Email: support@publicknowledgeproject.org

    Attention: Client Services Coordinator

    if to the Client:

    Via the Primary Contact identified in Schedule “A”

    Any such communication so given or made will be deemed to have been given or made and to have been received on the day of delivery. Any party may change its address for service from time to time by notice to the other party in accordance with this section.

    10.9 Entire Agreement.

    Except as otherwise agreed in writing by the parties, this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all previous expectations, understandings, communications, representations and agreements with respect to the subject matter of this Agreement, whether verbal or written.

    10.10 Force Majeure.

    Neither party will be liable for, nor will either party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption of outage of communications, power or other utility, labour dispute, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented with reasonable care.

    10.11 Further Assurances.

    The parties will execute and deliver to each other such further instruments and assurances and do such further acts as may be required to give effect to this Agreement.

    10.12 Waiver.

    No party is to be deemed to have waived the exercise of any right that it holds under this Agreement unless such waiver is made in writing, and any such written waiver will apply only to the matter so waived and not to any additional, continuing or subsequent matter of the same or different kind.

    10.13 Counterparts.

    This Agreement may be executed in any number of counterparts with the same effect as if all parties had all signed the same document. All counterparts will be construed together and will constitute one and the same agreement.


    10.14 Electronic Transmission.

    This Agreement or any counterpart may be executed by a party and delivered by facsimile or electronically in portable document format (pdf) and if so executed and delivered this Agreement or such counterpart will for all purposes be as effective as if the party had executed and delivered the Agreement or a counterpart bearing an original signature.

    10.15 Effective Date.

    This Agreement will become effective upon the date of last submission.

  • Accepted by




  • Schedule “A” – Contact Information

  • The Primary Contact is the person to whom notices related to the service should be addressed.
    NameEmail 
  • The Billing Contact is the person to whom invoices and billing inquiries should be addressed.
    NameEmail 
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  • The Technical Contact is the person who can be contacted for technical issues, like updating the domain configuration.
    NameEmail 
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  • To receive quarterly updates on PKP software releases, support services, and community events.



  • Schedule “B” – Severity Classification and Response Time Goals

  • PKP assesses and categorizes Client support requests using the following severity level classification to ensure that higher severity issues are prioritized by PKP for resolution ahead of lower severity support requests.


    (a) Severity Level: Extreme

    Impact : A production system is down or a mission critical failure in a production system is imminent.

    Description : The Client's hosted install is not usable until the issue is fixed and no workaround is available.

    Initial Response Time : 4 Hours

    Resolution Goals : Immediate mobilization of PKP Services staff to assess and resolve the problem within 12 hours. In practice, resolution is typically achieved within 4 hours. Due to service chain dependencies with IT vendors, software providers, and factors outside of the control of PKP Services, resolution is performed with highest priority on a best-effort basis and cannot be guaranteed within 12 hours.

    (b) Severity Level: High

    Impact : An issue is causing a loss of key functionality which affects significant aspects of the system.

    Description : A major feature is not working in the Client's hosted install, but the system is still usable to an extent.

    Initial Response Time : 12 Hours

    Resolution Goals : High priority mobilization of PKP staff to assess and resolve the problem within 48 hours. In practice, resolution is typically achieved within 24 hours. Due to service chain dependencies with IT vendors, software providers, and factors outside of the control of PKP, resolution is performed with high priority on a best-effort basis and cannot be guaranteed within 48 hours.

    (c) Severity Level: Medium

    Impact : The issue affects the usability of an isolated component, but this does not significantly affect the system.

    Description : A limited portion is not working in the Client's hosted install, but the system is otherwise working normally.

    Initial Response Time : 24 Hours

    Resolution Goals : Mobilization of PKP staff to assess and resolve the problem within 7 days. Due to service chain dependencies with IT vendors, software providers, and factors outside of the control of PKP, resolution is performed on a best-effort basis and cannot be guaranteed within 7 days.

    (d) Severity Level: Low

    Impact : A minor issue affects the usability of an isolated component, but this does not significantly affect the system.

    Description : The system is fully usable with limitations or workarounds.

    Initial Response Time : 48 Hours

    Resolution Goals : Mobilization of PKP staff to assess and resolve the problem within 14 days. Due to service chain dependencies with IT vendors, software providers, and factors outside of the control of PKP, resolution is performed on a best-effort basis and cannot be guaranteed within 14 days.