Please Read the Following Carefully.
IT IS HEREBY AGREED as follows:
|Business Day||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|Change Order||has the meaning given in clause 11.1.|
|Conditions||these terms and conditions set out in clause 1 (Interpretation) to clause 12 (General) (inclusive).|
|Confidential Information||information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5.|
|Consumer Prices Index||the Consumer Prices Index (CPI) (all items) (United Kingdom).|
|Contract||the contract between the Customer and the Supplier for the supply of the Services in accordance with the Contract Details/Order Form, these Conditions and any Schedules.|
|Customer Materials||all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.|
|Documentation||the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable and/or machine-readable forms supplied by the Supplier from time to time.|
|Effective Date||the date the Customer accepts and concludes the Order Form.|
|End User||any person the Customer or an Authorised User (as defined in Schedule 3) invites or otherwise allows to access and/or use any part of the Services.|
|Fees||the Implementation Fee, the Room Subscription Fee, the Platform Subscription Fee and any other charges which may become due and payable from time to time pursuant to this Contract.|
|Force Majeure Event||any circumstance not within a party’s reasonable control including, without limitation:
|Hardware||the hardware (if any) provided as part of the Services, as specified in the Order Form/ Contract Details and further detailed in Schedule 1.|
|Implementation Fee||the one-off fee payable by the Customer to the Supplier in respect of the implementation of the Services, as set out in the Contract Details/Order Form.|
|Initial Subscription Term||as defined in clause 8.1.|
|Intellectual Property Rights||patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.|
|Normal Business Hours||8.30 am to 5.30 pm local UK time, each Business Day.|
|Order Form||A separate LADUMA Order Form document that contains the specific products and services ordered by Customer and to be provided by Supplier, including quantities and prices thereof, contact information of Customer, and Purchase Order details, if applicable.|
|Platform||as defined in Schedule 3.|
|Platform Services||the subscription services relating to the Platform (if any) provided as part of the Services, as specified in the Contract Details/Order Form and further detailed in Schedule 3.|
|Platform Subscription Fees||the [annual] subscription fees (if any) payable by the Customer to the Supplier in respect of the Platform Services, as set out in the Contract Details/Order Form, subject to clause 6.6.|
|Renewal Period||as defined in clause 8.1.|
|Representative||the representative of each party, as specified in the Contract Details/Order Form.|
|Room Subscription Fees||the [annual] subscription fees (if any) payable by the Customer to the Supplier in respect of the Hardware and Software, as set out in the Contract Details/Order Form, subject to clause 6.6.|
|Services||the services to be provided by the Supplier pursuant to the Contract, as described in the Contract Details/Order Form.|
|Services Start Date||the day on which the Supplier is to start provision of the Services, as set out in the Contract Details/Order Form.|
|Site(s)||the location(s) and/or room(s) in which the Services are to be provided, as set out in the Contract Details/Order Form or as otherwise agreed between the parties.|
|Software||the software (if any) provided as part of the Services, as specified in the Contract Details/Order Form and further detailed in Schedule 2.|
|Subscription Fees||the Platform Subscription Fees and/or the Room Subscription Fees (as applicable).|
|Subscription Term||the Initial Subscription Term together with any subsequent Renewal Periods.|
|Supplier IPRs||all Intellectual Property Rights subsisting in the Services, the Hardware, the Platform Services, the Software and the Documentation, excluding any Customer Materials incorporated in them.|
|Support Services||the support services (if any) provided as part of the Services, as specified in the Contract Details/Order Form and further detailed in Schedule 4.|
|Third-Party Licences||any licences and/or subscriptions in respect of third-party software required to be obtained and maintained by the Customer in order to use the Services (or any part of them), as specified in the Contract Details/Order Form or otherwise notified by the Supplier to the Customer from time to time.|
|VAT||value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.|
|Virus||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 re-arranging, 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||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.|
|Delivery||the transfer of physical possession of the Hardware to the Customer at the Site(s).|
|Hardware Delivery Date(s)||the estimated delivery date(s) specified in the Contract Details/Order Form or otherwise notified by the Supplier to the Customer, on which the Supplier will deliver an item of Hardware to the Site(s).|
|Manufacturers’ Warranties||the warranties given by any third-party manufacturer in relation to any item of the Hardware.|
|Maintenance Release||release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.|
|New Version||any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.|
|Open-Source Software||any open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org) which is provided or made available by the Supplier to the Customer as part of the Services.|
|Software Delivery Date(s)||the estimated delivery date(s) specified in the Contract Details/Order Form or otherwise notified by the Supplier to the Customer, on which the Supplier will deliver an item of Software to the Site.|
|Third-Party Additional Terms||any additional terms and conditions relating to Third-Party Software, as specified in the Contract Details/Order Form or otherwise notified or made available by the Supplier to the Customer from time to time.|
|Third-Party Software||any third-party software provided or made available by the Supplier to the Customer as part of the Services, as specified in the Contract Details/Order Form or otherwise notified to the Customer from time to time.|
The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.
|Authorised Users||those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Platform Services and the Documentation, as further described in paragraph 2.2.|
|Customer Data||the data inputted by the Customer, Authorised Users, End Users, or the Supplier on the Customer’s behalf for the purpose of using the Platform Services or facilitating the Customer’s use of the Platform Services.|
|Heightened Cybersecurity Requirements||any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer, an Authorised User or an End User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.|
|Platform||the online software applications provided by the Supplier as part of the Platform Services (as set out in the Contract Details/Order Form).|
|User Subscriptions||the user subscriptions purchased by the Customer pursuant to this Contract which entitle Authorised Users to access and use the Platform Services and the relevant Documentation in accordance with this this Contract.|
On termination of this Contract for any reason the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data.
|Commercially Reasonable Efforts||the same degree of priority and diligence with which the Supplier meets the support needs of its other similar customers.|
|Customer Cause||any of the following causes:
(a) any improper use, misuse or unauthorised alteration of the Services or any part of them by the Customer;
(b) any use of the Services or any part of them by the Customer in a manner inconsistent with the then-current Documentation;
(c) the use by the Customer of any hardware or software not provided by the Supplier or approved by the Supplier in the Documentation for use by the Customer in connection with the Services or any part of them; or
(d) the use of a non-current version or release of the Software.
|Good Industry Practice||the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company within the relevant industry or business sector.|
|Help Desk Support||any support provided by help desk technicians sufficiently qualified and experienced to identify and resolve most support issues relating to the Services or any part of them.|
|Operational Fault||failure of the Services or any part of them to operate in all material respects in accordance with the relevant Documentation, including any operational failure or error referred to in the Service Level Table.|
|Out-of-scope Services||any services provided by the Supplier in connection with any apparent problem regarding the Services or any part of them reasonably determined by the Supplier not to have been caused by an Operational Fault, but rather by a Customer Cause or a cause outside the Supplier’s control (including any investigational work resulting in such a determination).|
|Service Levels||the service level responses and response times referred to in the Service Level Table.|
|Service Level Table||the table set out in paragraph 4.1.|
|Support Request||request made by the Customer in accordance with this schedule for support in relation to the Services or any part of them, including correction of an Operational Fault.|
|Support Services||maintenance of the then-current version or release of the Services or any part of them, including Help Desk Support, but excluding any Out-of-scope Services.|
|Severity level of Operational Fault||Definition||Service Level response and response time for Operational Faults|
|1||No access for any users to the Platform or failure of projectors or other Hardware or Software||Initial response within 30 minutes of receipt of Support Request.
For any Operational Faults relating to Hardware:
(a) the Supplier shall use Commercially Reasonable Efforts to remedy such Operational Fault on an off-site basis either (i) if the Support Request is received by the Supplier by 17:00 GMT on a Business Day, on the same Business Day on which the Support Request is received; or (ii) if the Support Request is received by the Supplier after 17:00 GMT on a Business Day, on the next Business Day after receipt of the Support Request; and/or
(b) where the Supplier determines that the Operational Fault cannot be remedied on an off-site basis, the Supplier shall use Commercially Reasonable Efforts to send an engineer to the relevant Site(s) to remedy the Operational Fault in person (whether by repairing or replacing the defective Hardware) either (a) if the Support Request is received by the Supplier by 14:30 GMT on a Business Day, on the next Business Day on which the Support Request is received; or (b) if the Support Request is received by the Supplier after 14:30 GMT on a Business Day, on the second Business Day after receipt of the Support Request (subject in all circumstances to engineer availability).
|2||Some users are unable to access the Platform, but the Hardware and Software is operational and the Platform is available to the majority of users||Initial response within 2 hours of receipt of Support Request.|
|3||For technical questions or service feedback||Initial response within 24 hours of receipt of Support Request.|
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
(b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.
(c) In all other cases, the law of the United Kingdom or of a part of the United Kingdom.
|Applicable Data Protection Laws||means:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
(c) In all other cases, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
|Customer Personal Data||any personal data which the Supplier processes in connection with this Contract, in the capacity of a processor on behalf of the Customer.|
|EU GDPR||the General Data Protection Regulation ((EU) 2016/679).|
|Purpose||the purposes for which the Customer Personal Data is processed, as set out in paragraph 2.8.1.|
|Supplier Personal Data||any personal data which the Supplier processes in connection with this Contract, in the capacity of a controller.|
|UK GDPR||has the meaning given to it in the Data Protection Act 2018.|
The Supplier may process personal data of employees, agents, subcontractors, consultants, Autho and End Users of the Customer in the capacity of a processor on behalf of the Customer as detailed in Annex 2.
Data that persists on the Platform:
– User and meeting attendee email addresses (could be work or personal addresses).
– Potentially, users could put personal details into meeting notes and on whiteboards.
Data the Supplier holds only from when a meeting is set up (scheduled) until the meeting finishes:
– User and meeting attendee names
– Meeting locations
For the Supplier’s support and marketing functions:
– Names, titles, job roles
– Email addresses
– Contact numbers
– Date(s) and time(s) of contact linked to an individual
– Notes that may refer to individual(s) by name
Microsoft Teams permissions:
|Application.Read.All||Read all applications|
|Calendars.Read||Read user calendars|
|Calendars.Read||Read calendars in all mailboxes|
|Calendars.ReadWrite||Read and write calendars in all mailboxes|
|Channel.ReadBasic.All||Read the names and descriptions of channels|
|ChannelMember.Read.All||Read the members of channels|
|ChannelMember.Read.All||Read the members of all channels|
|ChannelSettings.ReadWrite.All||Read and write the names, descriptions, and settings of all channels|
|Chat.ReadWrite.All||Read and write all chat messages|
|Directory.Read.All||Read directory data|
|View users’ email address|
|offline_access||Maintain access to data you have given it access to|
|OnlineMeetings.Read.All||Read online meeting details|
|OnlineMeetings.ReadWrite||Read and create user’s online meetings|
|OnlineMeetings.ReadWrite.All||Read and create online meetings|
|openid||Sign users in|
|People.Read.All||Read all users’ relevant people lists|
|profile||View users’ basic profile|
|User.Read||Sign in and read user profile|
|User.Read.All||Read all users’ full profiles|
|User.Read.All||Read all users’ full profiles|
|Calls.AccessMedia.All||Access media streams in a call as an app|
Employees, agents, subcontractors, consultants, Authorised Users and End Users of the Customer.