CLOUDM MANAGE (software as a service software licence)
PLEASE READ CAREFULLY BEFORE INSTALLING ANY SOFTWARE. BY ACCESSING OR
USING THE SOFTWARE DESCRIBED BELOW YOU AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND ALL TERMS AND CONDITIONS
INCORPORATED BY REFERENCE.
This Software Services agreement (Software Agreement) is a legal
agreement entered into between Cloud Technology Solutions Ltd a company
incorporated in England and Wales with registration number 06738954 and
whose registered address is at Lowry House, 17 Marble Street, Manchester
M3 2AW (CTS) and the entity and any of its affiliates, agreeing to this
Agreement (End User). This Agreement commences on the Effective Date. If
you are accepting on behalf of your employer or another entity, you
represent and warrant that you have (i) full legal authority to bind End
User (your employer or the applicable entity), (ii) you have read and
understand this Agreement; and (iii) that such End User (employer or
applicable entity as the case may be) agrees to indemnify and hold
harmless, CTS for breach and/or violations of this Agreement by you, the
entity and/or any Authorised Users and End User.
IMPORTANT NOTICE:
BY INSTALLING OR USING THE SOFTWARE
OR AUTHORISING OTHERS TO DO SO, END USER AGREES TO THE TERMS OF THIS
AGREEMENT WHICH WILL BIND END USER FROM THE EFFECTIVE DATE. THE TERMS OF
THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY.
IF END USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CTS WILL NOT
LICENSE THE SOFTWARE AND DOCUMENTS TO END USER AND AUTHORISED USERS OR
THIRD PARTIES MUST DISCONTINUE G USING AND/OR INSTALLATION PROCESS NOW.
IN THIS CASE DISCONTINUING THE USE/INSTALLATION PROCESS WILL TERMINATE
THIS AGREEMENT.
This Software Agreement governs End User access to and use of the
Software and Documents. The Software Agreement, Order, Documents,
Privacy Policy and any other policies or other terms incorporated herein
are collectively referred to as the “Agreement”. IF YOU DO NOT AGREE TO
ALL OF THE APPLICABLE TERMS AND CONDITIONS IN THE AGREEMENT DO NOT USE
THE SOFTWARE.
OPERATING SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES
YOU TO PROVIDE A LICENSED GOOGLE G SUITE OR MICROSOFT OFFICE 365
SOLUTION.
CTS reserves the right to change or modify any of the terms and
conditions contained in this Agreement at any time and in its sole
discretion. If CTS makes a material change/s it shall provide End User
with written notice such as by email, on its website, or updating the
Documents in this Agreement (Changes). End Users and Authorised Users
continued use of the Software, Documentation, will confirm its
acceptance of the Changes. CTS encourage End User to frequently review
the documents referred to in this Agreement. If End User does not agree
to the amended Agreement, End User and Authorised Users must stop using
the Software immediately. End User and Authorised User should
print a copy of this Agreement for future reference.
- 1. Grant and scope of Authorised User
Subscriptions
- 1.1 Subject to the End User purchasing Authorised User
Subscriptions in accordance with the Order (including
payment of the relevant Fees set out in the Order) and End
User agreeing to abide by the terms of this Agreement, CTS
hereby grant End User and End User accepts a non-exclusive,
non-transferable, non-sublicensable right to grant
sublicenses to permit the Authorised User use of the
Software and the Documents on the terms of this Agreement
from the Effective Date for the applicable Term for End
Users internal business.
- 1.2 In relation to Authorised Users, the End User undertakes
that:
- (a) the maximum number of Authorised Users specified
in the Order that is authorised to access and use
the Software Services and Documents shall not exceed
the number of Authorised User Subscriptions it has
purchased from time to time;
- (b) it will not allow or suffer any Authorised User
Subscription to be used by more than one individual
Authorised User unless it has been reassigned in its
entirety to another individual Authorised User, in
which case the prior Authorised User shall no longer
have any right to access or use the Services and/or
Documents;
- (c) each Authorised User shall keep a secure
password for use of the Software Services and
Documentation, that such password management and
authentication practice shall be adopted and
maintained in line with End Users internal standards
for use of Software Services and that each
Authorised User shall keep his password
confidential; and
- (d) it shall maintain a written, up to date list of
current Authorised Users and provide such list to
the Supplier within [5] Business Days of CTS’s
written request at any time or times.
- 1.3 If an End User orders Software through a Partner any
Fees set out in the Order shall be paid directly to the
Partner and any obligations in respect of the Fees shall be
on the Partner to provide any such refunds or credits
dependant upon the terms of the End User and Partner
agreement.
- 1.4 If an End User orders Software through the CTS website,
a third party website or over the telephone directly via an
account manager at CTS, End User shall;
- (a) make payment of the Fees in arrears in
accordance with the specifications of the Order,
Fees are non-refundable and non cancellable either
in part or in full;
- (b) pay the Fees by the method stated in the Order;
and
- (c) Fees are exclusive of VAT or any applicable
taxes which shall be added to the Fees at the
applicable rate.
- 1.5 Subject to clause 2, End User may:
- (a) install and use the Software for its internal
business purposes only;
- (b) only use the Software on the specified Google G
Suite or Microsoft Office 365 domain or tenant;
- (c) receive and use any free supplementary software
code or update of the Software incorporating
"patches" and corrections of errors as may be
provided by CTS from time to time; and
- (d) use any Documents in support of the use
permitted under condition 1 and make up to 1 copy of
the Documents as are reasonably necessary for its
lawful use.
- 2. Restrictions on use
- 2.1 Except as expressly set out in this Agreement or as
permitted by any applicable law, End User undertakes that it
shall not, and ensure that Authorised Users shall not (and
will use its best commercial efforts to make sure a third
party shall not):
- (a) access, store, distribute or transmit any
Viruses, or any material during the course of its
uses of the Software Services that:
- (i) is unlawful, harmful, threatening,
defamatory, obscene, infringing, harassing
or racially or ethnically offensive;
- (ii) facilitates illegal activity;
- (iii) depicts sexually explicit images;
- (iv) promotes unlawful violence;
- (v) is discriminatory based on race, gender,
colour, religious belief, sexual
orientation, disability; or
- (vi) is otherwise illegal or causes damage
or injury to any person or property;
- and CTS reserves the right without liability or
prejudice to its other rights to the End User, to
disable the End User's access to any material that
breaches the provisions of this clause 2.1;
- (b) access all or any part of the Software Services
and Documents in order to build a product or service
which competes with the Software Services and/or
Documents;
- (c) copy the Software or Documents except
where such copying is incidental to normal
use of the Software, or where it is
necessary for the purpose of back-up or
operational security;
- (d) rent, assign, resell, lease, convey,
sub-license, loan, translate, merge, adapt,
vary or modify or the functional equivalent,
the Software or Documents;
- (e) distribute, disclose or allow the use of
the Software or Documents, in any format
through any time sharing service, service
bureau, network or by any other similar
means;
- (f) make alterations to, or modifications
of, the whole or any part of the Software,
nor permit the Software or any part of it to
be combined with, or become incorporated in,
any other programs;
- (g) disassemble, decompile,
reverse-engineer, reverse translate, or in
any other manner decode the Software, alter,
modify or create any derivative works or
enhancements adaptions or translations of
the Software or Documents, based on the
whole or any part of the Software nor
attempt to do any such thing except to the
extent that (by virtue of section 296A of
the Copyright, Designs and Patents Act 1988)
such actions cannot be prohibited because
they are essential for the purpose of
achieving interoperability of the Software
with another software program, and provided
that the information obtained by End User or
Authorised User during such activities:
- (i) is used only for the purpose of
achieving interoperability of the
Software with another software
program; and
- (ii) is not unnecessarily disclosed
or communicated without CTS’s prior
written consent to any third party;
and
- (iii) is not used to create any
software which is substantially
similar to the Software;
- (h) provide or otherwise make available the
Software in whole or in part (including but
not limited to program listings, object and
source program listings, object code and
source code), in any form to any person
other than Authorised Users without prior
written consent from CTS; and
- (i) publish the results of any tests
run on the Software;
- (j) disclose , provide, or otherwise
make available to any third party
any trade secrets contained in the
Software or Documents;
- (k) use the Software in a manner
intended to avoid incurring Fees;
- (l) use any other domain or tenant
other than the domain or tenant
specified in the Order; and
- (m) introduce or permit the
introduction of software
Vulnerabilities or Viruses into CTS
application platform by using the
Software Services.
- 2.2 CTS may, without liability to the End User, disable the
End User’s password, account and access to all or part of
the Software Services and CTS shall be under no obligation
to provide any or all of the Software Services while Fees
remain unpaid.
- 2.3 End User undertakes that it shall:
- (a) obtain and maintain all necessary licences and
consents from third parties including but not
limited to Google G-Suite and /or Office 365
environments which is defined in the technical
installation process within the respective Google or
Microsoft marketplace.
Google: https://gsuite.google.com/marketplace/search/cloudmanager
Microsoft:
https://appsource.microsoft.com/en-us/product/web-apps/cloud-technology-solutions.cmgr365?tab=Overview
- (b) configure and deploy the software as required
for any applicable feature to be made available to
Authorised Users in the End User business;
- (c) keep all copies of the Software secure and to
maintain accurate and up-to-date records of the
number and locations of all copies of the Software;
- (d) supervise and control the use of the Software
and ensure that the Software is used by Authorised
Users in accordance with the terms of this Agreement
or substantially similar terms;
- (e) include this Agreement on all entire and partial
copies you make of the Software on any medium;
- (f) comply with the privacy
policy set out;
- (g) comply with all applicable technology control or
export laws and regulations;
- (h) take back up copies of all source data; and
- (i) only use the Software in accordance with
the specifications set out in the Order,
unless otherwise agreed in writing with CTS
or Partner as the case may be.
- 3. Intellectual property rights
- 3.1 End Users acknowledges and agrees that
all Intellectual Property Rights in the Software and the
Documents anywhere in the world belong to CTS, that rights
in the Software are licensed (not sold) to End User in
accordance with this Agreement, and that End User has no
rights in, or to, the Software or the Documents, other than
the right to use them in accordance with the terms of this
Agreement.
- 3.2 End User acknowledges that it has no right to have
access to the Software in source code form.
- 3.3 CTS shall retain all rights, title and interest
including all associate patent, copyright, trade marks
(whether registered or unregistered) trade dress, trade
secret and other proprietary rights in and to the Software
and the Software including the source and object codes,
logic and structure and the Agreement constitutes valuable
trade secrets of CTS.
- 4. Personal Data
- 4.1 Both parties will comply with all
applicable requirements of the Data Protection Legislation
This condition 4.1 is in addition to, and does not relieve,
remove or replace a party’s obligation or rights under the
Data Protection Legislation.
- 4.2 The parties acknowledge that:
- (a) if CTS processes any personal data on the End
User's behalf when performing its obligations under
this Agreement, the End User is the controller and
CTS is the processor for the purposes of the Data
Protection Legislation; and
- (b) the personal data may be transferred or stored
outside the EEA or the country where the End Users
and the Authorised Users are located in order to
carry out the Software Services and CTS's other
obligations under this Agreement
- 4.3 Without prejudice to the generality of condition 4.1,
the End User will ensure that it has all necessary
appropriate consents and notices in place to enable lawful
transfer of the personal data to CTS for the duration and
purposes of this Agreement so that CTS may lawfully use,
process and transfer the personal data in accordance with
this Agreement on the End User's behalf.
- 4.4 without prejudice to the generality of clause 4.1, CTS
shall, in relation to any personal data processed in
connection with the performance by CTS of its obligations
under this Agreement:
- (a) process that personal data only on the
documented written instructions of the End User in
accordance with the CTS privacy policy unless CTS is
required by the laws of any member of the European
Union or by the laws of the European Union
applicable to CTS and/or any other substantially
similar laws applicable in England to process
personal data (Applicable Laws);
- (b) not transfer any personal data outside of the
European Economic Area and the United Kingdom unless
the following conditions are fulfilled:
- (i) the End User or CTS has provided
appropriate safeguards in relation to the
transfer;
- (ii) the data subject has enforceable rights
and effective legal remedies;
- (iii) CTS complies with its obligations
under the Data Protection Legislation by
providing an adequate level of protection to
any personal data that is transferred;
- (iv) CTS complies with reasonable
instructions notified to it in advance by
End User with respect to the processing of
the personal data;
- (v) assist End User, at End User's cost, in
responding to any request from a data
subject and in ensuring compliance with its
obligations under the Data Protection
Legislation with respect to security, breach
notifications, impact assessments and
consultations with supervisory authorities
or regulators;
- (vi) notify the End User without undue delay
on becoming aware of a personal data breach;
and
- (vii) at the written direction of End User,
delete or return personal data and copies
thereof to End User on termination of the
Agreement unless required by Applicable Law
to store the personal data (and for these
purposes the term "delete" shall mean to put
such data beyond use).
- 4.5 The End User consents to CTS appointing Google and/or
Microsoft as a third-party processor of personal data under
this agreement. CTS confirms that it will enter with the
third-party processor into a written agreement substantially
on that third party's standard terms of business and in
either case which CTS confirms reflect and will continue to
reflect the requirements of the Data Protection Legislation.
- 4.6 Download or use of the Software may require the
processing of personal data pertaining to End User,
Authorised Users. Such data will be used by CTS for
communication, administrative and operational purposes
related to the Software, including but not limited to
tracking Software activations, communicating and monitoring,
regarding the use or download of the Software and providing
Software updates. For further details and how personal data
works with the Software please see the privacy
policy.
- 5. Confidential Information
- 5.1 Subject to Section 5.2 (Disclosure of
Confidential Information) the recipient will not disclose
the discloser's Confidential Information, except to
employees, or professional advisers ('Delegates') who need
to know it and who have a legal obligation to keep it
confidential. The recipient will use the Confidential
Information only to exercise the rights and fulfil
obligations under this Agreement, while using reasonable
care. The recipient will ensure that its Delegates are also
subject to the same non-disclosure and use obligations.
- 5.2 Disclosure of Confidential Information
- (a) Subject to Section 5.2(b), the recipient may
disclose the discloser's Confidential Information
(i) in accordance with a Legal Process or (ii) with
the discloser's written consent;
- (b) Before the recipient discloses the discloser's
Confidential Information in accordance with a Legal
Process, the recipient will use commercially
reasonable efforts to promptly notify the discloser
in writing that the discloser Confidential
Information has been requested and is about to
disclose the same. The recipient does not need to
provide notice before disclosure if the recipient is
informed that (i) it is legally prohibited from
giving notice or (ii) the Legal Process relates to
exceptional circumstances involving danger of death
or serious physical injury to any person; and
- (c) The recipient shall comply with the other
party’s reasonable requests opposing disclosure of
its Confidential Information.
- 6. CTS Obligations
- 6.1 CTS undertakes that the Software
Services will be performed substantially in accordance with
the Documents, with reasonable care and skill, when properly
used by End User or Authorised User on an operating system
for which it was designed, and with reasonable care and
skill.
- 6.2 If the Software Services do not conform with the
foregoing undertaking, CTS will at its expense use all
reasonable commercial endeavours to correct such
non-conformance promptly, or provide the End User with an
alternative means of accomplishing the desired performance.
Such correction or substitution constitutes the End user’s
sole and exclusive remedy for any breach of the undertaking
set in clause 6.1.
- 6.3 The undertaking at condition 6.1 shall not apply:
- (a) to the extent of any non-conformance which is
caused by use of the Software Services contrary to
CTS instructions, or modification or alteration of
the Software Services by any party other than CTS;
- (b) if the defect or fault in the Software results
from End User or Authorised User having altered or
modified the Software;
- (c) if the defect or fault in the Software results
from End User or Authorised User having used the
Software in breach of the terms of this Agreement;
and
- (d) if the defect is caused by misuse of
misconfiguration of the Software.
- 6.4 CTS:
- (a) does not warrant that:
- (i) the End Users use of the Software
Services will be uninterrupted or
error-free;
- (ii) that the Software Services, Documents
and/or the information obtained by the End
User will mee the End Users requirements; or
- (iii) The Software or the Software Services
will be free from Vulnerabilities.
- (b) is not responsible for any delays, delivery
failures, or any other loss or damage resulting from
the transfer of data over communications networks
and facilities, including the internet, and the End
User acknowledges that the Services and Documents
may be subject to limitations, delays and other
problems inherent in the use of such communications
facilities.
- 6.5 This Agreement shall not prevent CTS from entering into
similar agreements with third parties, or from independently
developing, using, selling or licensing documentation,
products and/or services which are similar to those provided
under this Agreement.
- 6.6 Disclaimer of Warranties
- (a) THE UNDERTAKINGS SET FORTH ABOVE ARE THE SOLE
AND EXCLUSIVE UNDERTAKINGS REGARDING THE SOFTWARE
SERVICES. CTS EXPRESSLY DISCLAIM TO THE FULLEST
EXTENT PERMITTED BY LAW ALL OTHER UNDERTAKINGS,
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. In addition, CTS shall have no obligation
or other liability with regard to any error or
non-compliance with a warranty that is caused by:
- (i) modifications to the Software made by
any person or entity other than CTS;
- (ii) use of the Software installed in a
operating environment not supported by CTS;
- (iii) a malfunction of hardware or other
equipment;
- (iv) hardware, software or other products
not provided by CTS;
- (v) a breach of this Agreement or
- (vi) the negligence, misuse or improper use
of the Software by End User, Authorised User
or any third party. This Agreement is final
and no Fees paid or payable hereunder are
refundable.
- 7. End User Obligations
- 7.1 End User is responsible for:
- (a) complying with all applicable laws and
regulations with respect to its activities under
this Agreement;
- (b) Ensuring that the specifications in the Order
are accurate, correct and complete in all material
respects;
- (c) Providing all necessary licences, consents,
permissions necessary for CTS to access to such
information as may be required by CTS to perform its
obligations under this Agreement;
- (d) Maintaining Confidential Information as
confidential and including any passwords;
- (e) Designating Authorised Users with authorised
access to access the Software;
- (f) Ensuring that all activities that occur in
connection with the User Licence comply with the
Agreement; and
- (g) Obtaining and maintaining any rights necessary
for the End Users use of the domain name specified
in the Order.
- 7.2 The End User agrees that CTS’s responsibilities do not
extend to the internal management or administration of the
Software Services for the End User.
- 7.3 If the End User orders Software Services through a
Partner, the Partner may have access to admin accounts and
End User Authorised User accounts, the End User is solely
responsible for:
- (a) Any access by the Partner to the End Users
account or the Authorised User accounts; and
- (b) Defining in the Partner agreement any rights or
obligations between Partner and End User.
- 7.4 The End User shall obtain and maintain all required
consents and permissions from Authorised Users for CTS or
Partner to have access to relevant accounts in order to have
access to relevant accounts should it be needed for
configuration or support.
- 7.5 The End User will use commercially reasonable efforts to
prevent unauthorised use of the Software and to immediately
terminate any unauthorised use by any third party. The End
User will promptly notify CTS or Partner of any authorised
use of, or access to, the Software of which End User becomes
aware.
- 7.6 End User undertakes to ensure that the Authorised Users
use the Software Services and the Documents in accordance
with the terms and conditions of this Agreement and shall be
responsible for any Authorised User's breach of this
Agreement;End User acknowledges and undertakes that it shall
be responsible for any Authorised User to comply with this
Agreement and shall defend, indemnify and hold harmless CTS
against any claims, actions, proceedings, damages, losses,
expenses and costs (including court costs and reasonable
legal fees) arising out of or in connection with End Users
or Authorised Users breach of this Agreement.
- 7.7 End User shall use the most current version of the
Software Services available and ensure that it accepts any
updates provided by CTS.
- 8. Limitation of liability
- 8.1 Except as expressly and specifically
provided in this Agreement:
- (a) the End User assumes sole responsibility for
results obtained from the use of the Software
Services and the Documents by the End User and/or
Authorised User, and for conclusions drawn from such
use. CTS shall have no liability for any damage
caused by errors or omissions in any information,
instructions or scripts provided to CTS by the End
User in connection with the Software Services, or
any actions taken by CTS at the End User' or
Authorised User’s direction;
- (b) all warranties, representations, conditions and
all other terms of any kind whatsoever implied by
statute or common law are, to the fullest extent
permitted by applicable law, excluded from this
Agreement; and
- (c) the Software Services and the Documents are
provided to the Customer on an "as is" basis.
- 8.2 CTS only supply the Software and Documents for internal
business use of the End User business, and End User agrees
not to use the Software or Documents for any consumer
purposes.
- 8.3 CTS shall not in any circumstances whatever be liable to
End User, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, arising under or in
connection with the Agreement for:
- (a) loss of profits, sales, business, or revenue;
- (b) business interruption;
- (c) loss of operation time;
- (d) loss of anticipated savings;
- (e) loss or corruption of data or information;
- (f) loss of agreements or contracts;
- (g) loss of business opportunity, goodwill or
reputation; or
- (h) any indirect or consequential loss or damage.
- 8.4 Other than the losses set out in condition 8.3 (for
which CTS are not liable), CTS’s maximum aggregate liability
under or in connection with this Agreement whether in
contract, tort (including negligence) or otherwise, shall in
all circumstances be limited to a sum equal to 125% of the
Fees in aggregate, within any Contract Year;
- 8.5 This maximum cap in condition 8.4 shall not apply to
condition 7.7.
- 8.6 Nothing in this Agreement shall limit or exclude CTS’s
liability for:
- (a) death or personal injury resulting from CTS’s
negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) any other liability that cannot be excluded or
limited by applicable law.
- 8.7 This Agreement sets out the full extent of CTS’s
obligations and liabilities in respect of the supply of the
Software and Documents. Except as expressly stated in this
Agreement, there are no conditions, warranties,
representations or other terms, express or implied, that are
binding on us. Any condition, warranty, representation or
other term concerning the supply of the Software and
Documents which might otherwise be implied into, or
incorporated in, this Agreement whether by statute, common
law or otherwise, is excluded to the fullest extent
permitted by law.
- 9. Suspension and Termination
- 9.1 If CTS becomes aware of an End User's
or Authorised User’s violation or breach of this Agreement,
CTS may specifically Suspend the End User or the applicable
Authorised User account. If End User or Authorised User
fails to comply with CTS's request to Suspend an Authorised
User Account, then CTS may without affecting any other
rights it may have:
- (a) Suspend the applicable Authorised User account.
The duration of any Suspension by CTS will be until
the applicable Authorised User has cured or
rectified the breach which caused the Suspension; or
- (b) Terminate this Agreement immediately by written
notice to End User if it commits a material or
persistent breach of this Agreement which it fails
to remedy (if remediable) within 14 days after the
service of written notice requiring End User to do
so.
- 9.2 This Agreement shall automatically expire at the end of
the Term, unless otherwise terminated under other clauses
for breach of this Agreement.
- 9.3 Upon termination for any reason:
- (a) all rights granted to End User under this
Agreement shall cease;
- (b) End User must immediately cease all activities
authorised by this Agreement;
- (c) End User must immediately pay any Fees due to
CTS or Partner (as applicable) under this Agreement;
and
- (d) End User must immediately delete or remove the
Software and Documents from all computer equipment
and/or virtual computer equipment it uses or in its
possession, and immediately destroy or return to CTS
(at CTS’s option) all copies of the Software and
Documents in End User’s possession, custody or
control and, in the case of destruction, certify to
CTS that End User has done so.
- 10. Communications
- 10.1 Any notice given by CTS to End User,
will be deemed received and properly served immediately when
posted on the CTS website cloudm.co, or in the case of
either party 24 hours after an e-mail is sent on a business
day. In proving the service of any notice, it will be
sufficient to prove, in the case of an e-mail, that such
e-mail was sent to the specified e-mail address of the
addressee and in the case of the website, visibility on the
website.
- 11. Events outside CTS’s control
- 11.1 CTS shall not be liable or responsible
for any failure to perform, or delay in performance of, any
of CTS’s obligations under this Agreement that is caused by
an Event Outside CTS’s Control. An Event Outside CTS’s
Control is defined below in condition 11.2.
- 11.2 An Event Outside CTS’s Control means any act or event
beyond CTS’s reasonable control, including without
limitation failure of public or private telecommunications
networks.
- 11.3 If an Event Outside CTS’s Control takes place that
affects the performance of its obligations under this
Agreement:
- (a) CTS’s obligations under this Agreement will be
suspended and the time for performance of its
obligations will be extended for the duration of the
Event Outside CTS’s Control; and
- (b) CTS will use reasonable endeavours to find a
solution by which CTS’s obligations under this
Agreement may be performed despite the Event Outside
CTS’s Control.
- 12. Miscellaneous
- 12.1 CTS may transfer its rights and obligations under this
Agreement to another organisation, but this will not affect
End User rights or obligations under this Licence.
- 12.2 End User may only transfer its rights or obligations
under this User Licence if CTS consent in writing.
- 12.3 This Agreement constitutes the entire agreement between
CTS and End User and supersedes and extinguishes all
previous agreements, promises, assurances, warranties,
representations and understandings between CTS and End User,
whether written or oral, relating to its subject matter. End
User agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in this
Agreement. End User agrees that it shall have no claim for
innocent or negligent misrepresentation or negligent
misstatement based on any statement in this Agreement.
- 12.4 If CTS fail to insist that End User perform any of its
obligations under this Agreement, or if CTS do not enforce
its rights against End User, or if CTS delay in doing so,
that will not mean that CTS have waived its rights against
End User and will not mean that End User do not have to
comply with those obligations. If CTS do waive a default by
End User, CTS will only do so in writing, and that will not
mean that CTS will automatically waive any later default by
End User.
- 12.5 Each of the conditions of this Agreement operates
separately. If any court or competent authority decides that
any of them are unlawful or unenforceable, the remaining
conditions will remain in full force and effect.
- 12.6 This Agreement, its subject matter and its formation
(and any non-contractual disputes or claims) are governed by
English law. CTS and End User both irrevocably agree to the
exclusive jurisdiction of the courts of England and Wales.
- 12.7 End User irrevocably appoints CTS of Lowry House, 17
Marble Street, Manchester, M3 2AW as its agent to receive on
its behalf in England or Wales service of any proceedings
under condition 12.6 above. Such service shall be deemed
completed on delivery to such agent and shall be valid until
such time as CTS has received prior written notice that such
agent has ceased to act as agent. If for any reason such
agent ceases to be able to act as agent or no longer has an
address in England or Wales, End User shall forthwith
appoint a substitute acceptable to CTS and deliver to CTS
the new agent's name and address and email address within
England and Wales.
- 13. Definitions.
- Authorised User means
those employees, agents and independent contractors of the
End User who are authorised by the End User to the use of a
single license for a single user on a single domain or
tenant in accordance with this Agreement. The acts or
omissions of any Authorised User is considered an act or
omission of the End User.
- Authorised User Subscriptions mean the user
subscriptions purchased by the End User pursuant to the
Order and this Agreement which entitle Authorised Users to
access and use the Services and the Documents in accordance
with this Agreement.
- Confidential Information means any
information in any form or medium obtained by or on behalf
of either party from or on behalf of the other party in
relation to this Agreement which is expressly marked as
confidential or which a reasonable person would consider to
be confidential, whether disclosed or obtained before, on or
after the date of this Agreement, together with any
reproductions of such information or any part of it
including the Software and the Documents;
- Contract Year means a 12-month period
commencing on the Effective Date of this Agreement or any
anniversary of it
- Data Protection Legislation means the UK
Data Protection Legislation and any other European Union
legislation relating to personal data and all other
legislation and regulatory requirements in force from time
to time which apply to a party relating to the use of
personal data (including, without limitation, the privacy of
electronic communications);
- Documents means the information contained
at the following link: https://support.cloudm.io
and in varying mediums including but not limited to product
information, user manuals and operating instructions (not
including marketing material) that CTS or Partner (as the
case may be) makes available to End User.
- Effective Date means the commencement date
of this Agreement being the date that the Software is
activated by CTS or Partner.
- Fee's mean the amounts specified in the
Order invoiced or due to be invoiced to the End User by CTS,
or the Partner for use of the Software.
- Intellectual Property Rights means current
and future worldwide rights under patent law, copyright law,
trade secret law, trademark law, moral rights law and other
similar rights.
- Legal Process means a data disclosure
request made under applicable law, governmental regulation,
regulator; court order, subpoena, warrant, governmental
regulatory or agency request, or other valid legal
authority, legal procedure or similar process.
- Order means the End Users order for the use
of the Software as set out in writing between the parties
prior to the Effective Date either (i) directly with CTS,
(ii) through a third party website or (iii) through a
Partner as the case may be. The Order shall set out
(including but not limited to) the order number; date;
software; Fees, method of payment; destination platform;
source platform; destination domain; number of Authorised
User Subscriptions, price per user, subtotal, additional
charges such as VAT or applicable tax; and End User details.
- Partner means an authorised reseller of the
Software Services paying CTS to provide access to End User
for End User and Authorised Users to use of the Software.
- Services means the subscription Software
services provided by CTS or Partner to End User under this
Agreement via CTS website or any other website notified to
the End User by CTS or Partner from time to time.
- Software means CloudM Manage the online
software application in object code form (and any fixes
updates or modified versions) which is owned by CTS and
which is provided either (i) directly by CTS through its own
website or a third party website; or (ii) through a Partner;
- Suspend means the immediate disabling of
access to the Software, or components of the Software, as
applicable, to prevent further use of the Software.
- Term means the term for the applicable
Software Services beginning on the Effective Date and
continuing for the duration of 12 months or as agreed in
writing between End User and Partner or End User and CTS as
the case may be.
- Virus means any thing or device (including
any software, code, file or programme) which may: prevent,
impair or otherwise adversely affect the operation of any
computer software, hardware or network, any
telecommunications service, equipment or network or any
other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any programme
or data, including the reliability of any programme or data
(whether by rearranging, altering or erasing the programme
or data in whole or part or otherwise); or adversely affect
the user experience, including worms, trojan horses, viruses
and other similar things or devices.
- Vulnerability means a weakness in the
computational logic (for example, code) found in software
and hardware components that when exploited, results in a
negative impact to the confidentiality, integrity, or
availability, and the term Vulnerabilities shall be
construed accordingly.