Terms & Conditions

Conditions

 

IT IS HEREBY AGREED as follows:

 

1 INTERPRETATION

1.1 Definitions:

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: 1.1.1 acts of God, flood, drought, earthquake or other natural disaster; 1.1.2 epidemic or pandemic (including COVID-19); 1.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; 1.1.4 nuclear, chemical or biological contamination or sonic boom; 1.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; 1.1.6 collapse of buildings, fire, explosion or accident 1.1.7 any labour or trade dispute, strikes, industrial action or lockouts; 1.1.8 non-performance by suppliers or subcontractors; and 1.1.9 interruption or failure of utility service.
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.

 

1.2 Interpretation:

• 1.2.1 Clause, Schedule, Annex and paragraph headings shall not affect the interpretation of this Contract.
• 1.2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• 1.2.3 References to clauses, Schedules and Annexes are to the clauses, Schedules and Annexes of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.
• 1.2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.2.5 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• 1.2.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• 1.2.7 A reference to writing or written includes email.

 

2 SUPPLY OF SERVICES

• 2.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with this Contract.
• 2.2 On the terms and conditions set out in this Contract and only if and to the extent expressly specified in the Contract Details or Order Form, the Supplier agrees to:
• • 2.2.1 deliver the Hardware at the Site(s) substantially in accordance with Schedule 1;
  • 2.2.2 deliver the Software substantially in accordance with Schedule 2;
  • 2.2.3 provide the Platform Services to the Customer substantially in accordance with Schedule 3;
  • 2.2.4 provide the Support Services to the Customer substantially in accordance with Schedule 4; and
  • 2.2.5 integrate the Hardware, the Software and the Platform Services (as applicable).
• 2.3 In supplying the Services, the Supplier shall:
• • 2.3.1 perform the Services with reasonable care and skill;
  • 2.3.2 ensure that the Documentation, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
  • 2.3.3 comply with all applicable laws, statutes and regulations from time to time in force, provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
  • 2.3.4 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
  • 2.3.5 take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
• 2.4 This Contract shall not prevent the Supplier 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 Contract.
• 2.5 Unless otherwise expressly specified in the Contract Details/Order Form and/or the applicable Schedule, the parties acknowledge and agree that any dates quoted for delivery or performance of any of the Supplier’s obligations under this Contract are approximate only, and that the time for delivery or performance by the Supplier is not of the essence.

 

3 CUSTOMER’S OBLIGATIONS

• 3.1 The Customer shall:
• • 3.1.1 co-operate with the Supplier in all matters relating to the Services;
  • 3.1.2 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Site(s), the Customer’s other premises, office accommodation, data and other facilities as reasonably required by the Supplier or any of them;
  • 3.1.3 provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects;
  • 3.1.4 without affecting its other obligations under this Contract, comply with all applicable laws and regulations with respect to its activities under this Contract;
  • 3.1.5 carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; and
  • 3.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to provide the Services and otherwise perform its obligations under this Contract, including without limitation any Third-Party Licences.
• 3.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:
• • 3.2.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
  • 3.2.2 be entitled to payment of the Fees despite any such prevention or delay; and
  • 3.2.3 be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

 

4 DATA PROTECTION

• 4.1 The parties shall comply with their data protection obligations as set out in Schedule 5 (Data protection).

 

5 INTELLECTUAL PROPERTY

• 5.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials
• 5.2 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
• 5.3 The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.

 

6 FEES AND PAYMENT

• 6.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Fees in accordance with this clause 6
• 6.2 All amounts payable by the Customer exclude amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
• 6.3 Unless otherwise specified in the Contract Details/Order Form and/or any of the Schedules:
• • 6.3.1 the Supplier shall submit an invoice for the Implementation Fees on or around the Effective Date;
  • 6.3.2 the Supplier shall submit invoices for the Subscription Fees annually in advance; and
  • 6.3.3 the Supplier shall submit invoices for any other Fees at the intervals specified in the Contract Details/Order Form or otherwise determined by the Supplier.
• 6.4 The Customer shall pay each invoice due and submitted to it by the Supplier, within 14 days of receipt, to a bank account nominated in writing by the Supplier.
• 6.5 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 8 (Termination):
• • 6.5.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5% a year above the Bank of England’s base rate from time to time and shall be compounded quarterly; and/or
  • 6.5.2 the Supplier may suspend all or part of the Services (including, without limitation, by disabling the Customer’s password, account and access to all or any part of the Platform) and shall be under no obligation to provide any part of the Services until payment has been made in full.
• 6.6 The Supplier shall be entitled to increase the Subscription Fees:
• • 6.6.1 on each anniversary of the Effective Date to reflect any percentage increase in the Consumer Prices Index during the previous year upon 1 month’s prior written notice to the Customer; and/or
  • 6.6.2 at the start of each Renewal Period upon 3 months’ prior written notice to the Customer. If the Supplier increases the Subscription Fees by more than 5% above the Subscription Fees payable in the previous 12 months, the Customer may terminate the Contract by providing 2 months’ prior written notice to the Supplier.
• 6.7 Unless other metrics are set forth in the Order Form, Supplier’s fair-use policy assumes (a) an average of 3.5 hours of usage of Laduma room software per working-day, (b) unlimited Laduma Platfom Services only meetings, and (c) an average of 3 guests attending 2 hours of meetings per day. If Customer usage exceeds such metrics by more than 10 percent, Supplier may choose to restrict use of the system or recalculate subscription costs proportionally and apply an additional charge to the Customer’s account.
• 6.8 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

7 LIMITATION OF LIABILITY

• 7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
• 7.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
• • 7.2.1 death or personal injury caused by negligence;
  • 7.2.2 fraud or fraudulent misrepresentation; and
  • 7.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
• 7.3 Subject to clause 7.2, the Supplier’s total aggregate liability to the Customer shall be limited to the total Fees paid by the Customer to the Supplier in respect of the year in which the claim arose.
• 7.4 Subject to clause 7.2, the Supplier shall not be liable to the Customer for any of the following types of loss:
• • 7.4.1 loss of profits;
  • 7.4.2 loss of sales or business;
  • 7.4.3 loss of agreements or contracts;
  • 7.4.4 loss of anticipated savings;
  • 7.4.5 loss of use or corruption of software, data or information;
  • 7.4.6 loss of or damage to goodwill; and
  • 7.4.7 indirect or consequential loss.
• 7.5 Subject to clause 7.2 and except as expressly and specifically provided in this Contract:
• • 7.5.1 the Customer assumes sole responsibility for results obtained from the use of the Services, the Software, the Hardware, the Platform Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the, or any actions taken by the Supplier at the Customer’s direction;
  • 7.5.2 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 Contract; and
  • 7.5.3 the Software, the Hardware, the Platform and the Documentation are provided to the Customer on an “as is” basis.

   

  8 TERM AND TERMINATION

  • 8.1 Unless otherwise specified in the Contract Details/Order Form, the Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, for an initial period of 2 years (Initial Subscription Term). Thereafter, unless terminated earlier in accordance with its terms, the Contract shall automatically renew for successive 2 year periods (each a Renewal Period) unless and until either party gives to the other not less than 6 months’ written notice to terminate, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period.
  • 8.2 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
    • 8.2.1 the other party fails to pay any amount due under the Contract on the due date for payment;
    • 8.2.2 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • 8.2.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
    • 8.2.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  • 8.3 Where a material breach committed by the Customer under clause 8.2.1 relates to one or more parts of the Services which are capable of partial termination, then the Supplier shall have the right to terminate that part of the Services by written notice to the Customer. No later than 30 days following such notification, the Supplier shall provide the Customer with details of the updated Fees relating to the Services not terminated.
  • 8.4 On termination of the Contract for whatever reason:
    • 8.4.1 the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
    • 8.4.2 all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Services;
    • 8.4.3 each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
    • 8.4.4 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and
    • 8.4.5 termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
  • 8.5 On termination of this Contract by the Supplier pursuant to clause 8.2 or any other repudiation of this Contract by the Customer which is accepted by the Supplier, without prejudice to any other rights or remedies of the Supplier, the Customer shall pay to the Supplier on demand:
    • 8.5.1 a sum equal to the whole of the Fees that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the Initial Subscription Term or current Renewal Period (as the case may be) less a discount at the rate of 3% per year calculated on a daily basis from the date it would have fallen due to the date of termination; plus
    • 8.5.2 any costs incurred by the Supplier in terminating or redeploying any third party arrangements or agreements in place relating to the Services.

   

  9 CONFIDENTIALITY

  • 9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party’s Confidential Information shall not be deemed to include information that:
    • 9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
    • 9.1.2 was in the other party’s lawful possession before the disclosure;
    • 9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    • 9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
  • 9.2 Subject to clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Contract.
  • 9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
  • 9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  • 9.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
  • 9.6 The above provisions of this clause 9 shall survive termination of this Contract, however arising.

   

  10 PUBLICITY

  • 10.1 Subject to clause 10.2 below, no party shall:
    • 10.1.1 use the other’s name or logo in any press release or advertising or for any other promotional purpose; or
    • 10.1.2 make, or permit any person to make, any public announcement concerning this Contract,
      without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  • 10.2 Notwithstanding clause 10.1, the Supplier may:
    • 10.2.1 use the Customer’s name or logo in any press release or advertising or for any other promotional purpose; and/or
    • 10.2.2 create and publish a case study in respect of the Customer and the Services provided to the Customer under this Contract for promotional and advertising purposes,
      in each case without the prior written consent of the Customer, provided the Supplier provides reasonable advance written notice to the Customer.

   

  11 CHANGE CONTROL

  • 11.1 Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a relevant Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:
    • 11.1.1 the Services;
    • 11.1.2 the Fees;
    • 11.1.3 the timetable for the Services; and
    • 11.1.4 any of the other terms of the Contract.
  • 11.2 If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.
  • 11.3 If the Customer wishes to make a change to the Services:
    • 11.3.1 it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed change, including the timing of the proposed change;
    • 11.3.2 the Supplier may, at its sole discretion, reject any such request; and
    • 11.3.3 if the Supplier does not reject any such request, the Supplier shall, as soon as reasonably practicable after receiving the information at clause 11.3.1, provide a draft Change Order to the Customer.
  • 11.4 If the parties agree to a Change Order, they shall sign it and that Change Order shall amend the Contract accordingly.
  • 11.5 The Supplier may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 11.3 on a time and materials basis at the Supplier’s then current daily rates.
  • 11.6 Notwithstanding the foregoing provisions of this clause 11, the Supplier shall be entitled to change the Services from time to time without following the procedure set out in this clause 11 and without the Customer’s prior written consent provided that such changes do not have a material adverse effect on the Services.

   

  12 GENERAL

  • 12.1 Force majeure. The Supplier shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by a Force Majeure Event, provided that the Customer is notified of such an event and its expected duration.
  • 12.2 Assignment and other dealings.
    • 12.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.
    • 12.2.2 The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
  • 12.3 Entire agreement.
    • 12.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • 12.3.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  • 12.4 Variation. Subject to clause 11 and unless otherwise expressly specified in this Contract, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • 12.5 Waiver.
    • 12.5.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • 12.5.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  • 12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  • 12.7 Notices.
    • 12.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      • 12.7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service to the address for the Representative of the other party set out in the Contract Details/Order Form; or
      • 12.7.1.2 sent by email to the address for the Representative of the other party set out in the Contract Details/Order Form.
    • 12.7.2 Any notice shall be deemed to have been received:
      • 12.7.2.1 if delivered by hand, at the time the notice is left at the proper address;
      • 12.7.2.2 if sent by pre-paid national postal mail or other next working day delivery service, at 9.00 am on the second Business Day after posting;
      • 12.7.2.3 if sent by pre-paid airmail providing proof of postage, at 9.00am on the fifth Business Day after posting; or
      • 12.7.2.4 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.7.2.4, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    • 12.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • 12.8 Third party rights.
    • 12.8.1 Unless it expressly states otherwise, the Contract does not give rise to any rights for a third party to enforce any term of the Contract.
    • 12.8.2 The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.
  • 12.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.
  • 12.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

   

  Schedule 1 – Hardware

   

  1 INTERPRETATION

  • 1.1 The following definitions and rules of interpretation apply in this Schedule 1 in addition to those set out in clause 1 of the Conditions.

  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.

   

  2 HARDWARE RENTAL

  • 2.1 The Supplier shall hire the Hardware to the Customer for use at the Site(s) subject to the terms and conditions of this Contract.
  • 2.2 In relation to any Hardware which is manufactured or supplied by a third party, if after the Effective Date that third party changes its specification for or ceases to supply that model or version of the Hardware, or supplies a different model, version or specification of the Hardware instead of that item of Hardware, the Supplier shall be entitled to:
    • 2.2.1 terminate this Contract (or this part of the Services) with immediate effect by written notice to the Customer;
    • 2.2.2 supply to the Customer the different model, version or specification supplied by the relevant third party; or
    • 2.2.3 propose reasonable substitutes for that item of Hardware,
      and in each case apply a reasonable variation to the Fees, Hardware Delivery Date(s) and other relevant terms of this Contract (as applicable). The Customer shall accept any different or substitute equipment if its functionality is substantially the same as or better than the item of Hardware originally proposed to be supplied (and the Customer shall be responsible for adapting to any differences in the functionality, design or interfaces with that item of Hardware).

   

  3 DELIVERY AND INSTALLATION

  • 3.1 The Supplier shall use all reasonable endeavours to effect Delivery by the relevant Hardware Delivery Date(s). Risk shall transfer in accordance with paragraph 4.2 of this Schedule 1.
  • 3.2 Where expressly specified in the Contract Details/Order Fom or otherwise agreed between the parties in writing, the Supplier shall at the Customer’s expense install the Hardware at the Site(s). Otherwise, the Customer shall be responsible for the installation of the Hardware. The Customer shall use reasonable endeavours to agree with the Supplier the plan for such installation and in particular the Customer shall agree with the Supplier a schedule of dates on which the Supplier may carry out such installation, services and works allowing for 150% of the Supplier’s estimated hours and at least 8 hour shifts during Normal Business Hours.
  • 3.3 Subject to paragraph 3.2, the Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Hardware. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Hardware and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by the Supplier, the Customer’s duly authorised representative shall sign a receipt confirming such acceptance.
  • 3.4 Unless otherwise agreed between the parties, to facilitate Delivery and installation, the Customer shall at its sole cost and expense in advance of each Hardware Delivery Date:
    • 3.4.1 prepare the Site(s) for installation in accordance with any information and/or instructions provided by the Supplier and/or as otherwise required in order for the Hardware to be delivered and installed at the Site(s); and
    • 3.4.2 provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously.
  • 3.5 If the Customer fails to accept delivery of the Hardware on the relevant Hardware Delivery Date, then, except where such failure is caused by the Supplier’s failure to comply with its obligations under this Contract:
    • 3.5.1 the Hardware shall be deemed to have been delivered at 9.00 am on the relevant Hardware Delivery Date; and
    • 3.5.2 the Supplier shall store the Hardware until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

   

  4 TITLE, RISK AND INSURANCE

  • 4.1 The Hardware shall at all times remain the property of the Supplier or its lessors, and the Customer shall have no right, title or interest in or to the Hardware (save the right to possession and use of the Hardware subject to the terms and conditions of this Contract).
  • 4.2 The risk of loss, theft, damage or destruction of the Hardware shall pass to the Customer on Delivery. The Hardware shall remain at the sole risk of the Customer during the Subscription Term and any further term during which the Hardware is in the possession, custody or control of the Customer (Risk Period) until such time as the Hardware is redelivered to, or collected by, the Supplier (or on its behalf). During the Subscription Term and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances with a reputable insurance company:
    • 4.2.1 insurance of the Hardware to a value not less than the greater of (i) its full replacement value; or (ii) the amount that would be payable under clause 8.5 to settle this Contract, comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;
    • 4.2.2 insurance for such amounts as a prudent owner or operator of the Hardware would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Hardware; and
    • 4.2.3 insurance against such other or further risks relating to the Hardware as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer.
  • 4.3 All insurance policies procured by the Customer shall be endorsed to provide the Supplier with at least twenty Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall on the Supplier’s request name the Supplier on the policies as a loss payee in relation to any claim relating to the Hardware. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
  • 4.4 The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Hardware arising out of or in connection with the Customer’s possession or use of the Hardware and may not settle any claims without the Supplier’s prior written consent.
  • 4.5 If the Customer fails to effect or maintain any of the insurances required under this Contract, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.
  • 4.6 The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to the Supplier and proof of premium payment to the Supplier to confirm the insurance arrangements.

   

  5 CUSTOMER’S RESPONSIBILITIES

  • 5.1 Without prejudice to any other responsibilities or obligations of the Customer under this Contract, the Customer shall during the Subscription Term:
    • 5.1.1 ensure that the Hardware is kept and operated in a suitable and secure environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by or on behalf of the Supplier;
    • 5.1.2 take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Hardware is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
    • 5.1.3 maintain at its own expense the Hardware in good and substantial repair in order to keep it in as good an operating condition as it was on the Effective Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the Hardware;
    • 5.1.4 make no alteration to the Hardware and shall not remove any existing component (or components) from the Hardware without the prior written consent of the Supplier. Title and property in all substitutions, replacements, renewals made in or to the Hardware shall vest in the Supplier or its lessors immediately on installation;
    • 5.1.5 keep the Supplier fully informed of all material matters relating to the Hardware;
    • 5.1.6 keep the Hardware at all times in its possession and control at the Site(s) and shall not move or attempt to move any part of the Hardware to any other location without the Supplier’s prior written consent;
    • 5.1.7 permit the Supplier or its duly authorised representative or agents to inspect the Hardware at all reasonable times and for such purpose to enter on the Site(s) or any premises at which the Hardware may be located, and shall grant reasonable access and facilities for such inspection;
    • 5.1.8 maintain operating and maintenance records of the Hardware and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
    • 5.1.9 not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Hardware or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
    • 5.1.10 not without the prior written consent of the Supplier, attach the Hardware to any land or building so as to cause the Hardware to become a permanent or immovable fixture on such land or building. If the Hardware does become affixed to any land or building then the Hardware must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Hardware from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;
    • 5.1.11 not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Supplier or its lessors in the Hardware and, where the Hardware has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier or its duly authorised representatives or agents may enter such land or building and recover the Hardware both during the Subscription Term and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier or its lessors of any rights such person may have or acquire in the Hardware and a right for the Supplier to enter onto such land or building to remove the Hardware;
    • 5.1.12 not suffer or permit the Hardware to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Hardware is so confiscated, seized or taken, the Customer shall immediately notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Hardware and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
    • 5.1.13 not use the Hardware for any unlawful purpose;
    • 5.1.14 ensure that at all times the Hardware remains identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Hardware;
    • 5.1.15 not claim any capital allowances in respect of the Hardware. The Fees have been partly calculated on the assumption that there will be no change in the nature, method or basis of taxation of companies and groups of companies in the United Kingdom including the rate of corporation tax, the availability of capital allowances and the treatment of losses and expenses. If any such change does occur at any time during the Subscription Term, the Supplier is entitled to adjust the Fees to ensure that its tax return is not reduced;
    • 5.1.16 deliver up the Hardware at the end of the Subscription Term or on termination of the Contract (if earlier) at such address as the Supplier requires, or if necessary allow the Supplier or its representatives or agents access to the Site(s) or any premises where the Hardware is located for the purpose of removing the Hardware; and
    • 5.1.17 not do or permit to be done anything which could invalidate the insurances referred to in paragraph 3.5.
  • 5.2 The Customer acknowledges that the Supplier shall not be responsible for any loss of or damage to the Hardware arising out of or in connection with any negligence, misuse, mishandling of the Hardware or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of, or in connection with any failure by the Customer to comply with the terms of this Schedule 1.

   

  6 WARRANTIES

  • 6.1 The Supplier warrants that:
    • 6.1.1 the Hardware will be new (except where otherwise specified in the Contract Details/Order Form) and of satisfactory quality; and
    • 6.1.2 as far as it is able, the Supplier will pass on to the Customer the benefits of any Manufacturers’ Warranties.

   

  7 CONSEQUENCES OF TERMINATION

  • 7.1 Without affecting any other right or remedy available under this Contract, on termination of this Contract, however caused:
    • 7.1.1 the Supplier’s consent to the Customer’s possession of the Hardware shall terminate;
    • 7.1.2 the Supplier may, by its authorised representatives or agents, without notice and at the Customer’s expense, retake possession of the Hardware and for this purpose may enter the Site(s) or any premises at which the Hardware is located; and
    • 7.1.3 without prejudice to any other rights or remedies of the Customer, the Customer shall pay to the Supplier on demand any costs and expenses incurred by the Supplier in recovering the Hardware or in collecting any sums due under this Contract (including any storage, insurance, repair, transport, legal and remarketing costs).

   

  Schedule 2 – Laduma Room Software

   

  1 INTERPRETATION

  • 1.1 The following definitions and rules of interpretation apply in this Schedule 2 in addition to those set out in clause 1 of the Conditions.

  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.

   

   

  2 DELIVERY AND LICENCE

  • 2.1 The Supplier shall use all reasonable endeavours to deliver one copy of the Software to the Customer at the Site(s) on the Software Delivery Date(s). Risk in any tangible media on which the Software is delivered shall pass on delivery. Where expressly specified in the Contract Details/Order Form or otherwise agreed between the parties in writing, the Supplier shall also use all reasonable endeavours to ensure that the Software is installed on the Hardware prior to the Software Delivery Date(s). Otherwise the Customer shall be responsible for installation of the Software.
  • 2.2 The Supplier grants to the Customer (or shall procure the grant to the Customer of) a non-exclusive licence for the Subscription Term to use the Software at the Site(s) only in accordance with the Contract and any other terms notified to it from time to time.
  • 2.3 In relation to scope of use:
    • 2.3.1 for the purposes of paragraph 2.2, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee or End User of the Customer);
    • 2.3.2 for the purposes of paragraph 2.2, “use of the Software” means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this Contract for use on each computer to which the Software is distributed;
    • 2.3.3 the Customer may not use the Software other than as specified in paragraph 2.2 and paragraph 2.3.1 without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier;
    • 2.3.4 except as expressly stated in this paragraph 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction;
    • 2.3.5 the Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this Contract (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms;
    • 2.3.6 the Customer shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of any Third-Party Additional Terms howsoever arising; and
    • 2.3.7 the Supplier may treat the Customer’s breach of any Third-Party Additional Terms as a breach of this Contract.
  • 2.4 The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under paragraph 2.3.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
  • 2.5 The Customer shall not:
    • 2.5.1 sub-license, assign or novate the benefit or burden of this Contract in whole or in part;
    • 2.5.2 allow the Software to become the subject of any charge, lien or encumbrance; and
    • 2.5.3 deal in any other manner with any or all of its rights and obligations under this Contract,
      without the prior written consent of the Supplier.
  • 2.6 The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Contract, provided it gives written notice to the Customer.
  • 2.7 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  • 2.8 The Customer shall:
    • 2.8.1 ensure that the number of persons using the Software does not exceed the number specified in the Contract Details/Order Form. If not otherwise specified, the number of users shall be one;
    • 2.8.2 keep a complete and accurate record of the Customer’s copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
    • 2.8.3 notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;
    • 2.8.4 pay, for broadening the scope of the licences granted under this Contract to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
  • 2.9 The Customer shall permit the Supplier, its authorised representative or agents to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this Contract, for the purposes of ensuring that the Customer is complying with the terms of this Contract, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

 

3 MAINTENANCE RELEASES

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.

 

Schedule 3 – Laduma Platform Services

 

1 INTERPRETATION

• 1.1 The following definitions and rules of interpretation apply in this Schedule 3 in addition to those set out in clause 1 of the Conditions.

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.

 

 

2 USER SUBSCRIPTIONS

• 2.1 Subject to the Customer paying the Fees in accordance with clause 6 of the Contract, the restrictions set out in this paragraph 2 and the other terms and conditions of this Contract, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences:
  • 2.1.1 to permit the Authorised Users to use the Platform Services (including, for the avoidance of doubt, the Platform) and the relevant Documentation during the Subscription Term solely for the Customer’s internal business operations, including (without limitation) to invite End Users to use the Platform for the same purposes; and
  • 2.1.2 to permit End Users who have been sent an invite by or on behalf of an Authorised User to access and use the Platform solely for each such End User’s internal business operations.
• 2.2 In relation to the Authorised Users, the Customer undertakes that:
  • 2.2.1 the maximum number of Authorised Users that it authorises to access and use the Platform Services and the relevant Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
  • 2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless (acting reasonably and in good faith) 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 Platform Services;
  • 2.2.3 each Authorised User shall keep a secure password for their use of the Platform Services and the relevant Documentation and that each Authorised User shall keep their password confidential;
  • 2.2.4 it shall permit the Supplier or the Supplier’s designated auditor to audit the Platform Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this Contract. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
  • 2.2.5 if any of the audits referred to in paragraph 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
  • 2.2.6 if any of the audits referred to in paragraph 2.2.4 reveal that the Customer has underpaid Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the Contract Details/Order Form within 10 Business Days of the date of the relevant audit.
• 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform Services that:
  • 2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  • 2.3.2 facilitates illegal activity;
  • 2.3.3 depicts sexually explicit images;
  • 2.3.4 promotes unlawful violence;
  • 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • 2.3.6 is otherwise illegal or causes damage or injury to any person or property,
    and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this paragraph.
• 2.4 The Customer shall not:
  • 2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract:
    • 2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or relevant Documentation (as applicable) in any form or media or by any means; or
    • 2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
  • 2.4.2 access all or any part of the Platform Services and relevant Documentation in order to build a product or service which competes with the Platform Services and/or the relevant Documentation; or
  • 2.4.3 use the Platform Services and/or relevant Documentation to provide services to third parties; or
  • 2.4.4 subject to clause 12.2 of the Contract, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform Services and/or relevant Documentation available to any third party except the Authorised Users and the End Users in accordance with the terms of this Schedule 3; or
  • 2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Platform Services and/or relevant Documentation, other than as provided under this paragraph 2; or
  • 2.4.6 introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
• 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform Services and/or the relevant Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
• 2.6 The rights provided under this paragraph 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
• 2.7 The Customer shall be responsible and liable for any End User’s use of the Platform.

 

3 ADDITIONAL USER SUBSCRIPTIONS

• 3.1 Subject to paragraph 3.2 and paragraph 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Contract Details/Order Form and the Supplier shall grant access to the Platform Services and the relevant Documentation to such additional Authorised Users in accordance with the provisions of this Contract.
• 3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 48 hours of its approval of the Customer’s request.
• 3.3 If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in the Contract Details/Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

 

4 SERVICES

• 4.1 The Supplier shall, during the Subscription Term, provide the Platform Services and make available the relevant Documentation to the Customer on and subject to the terms of this Contract.
• 4.2 The Supplier shall use commercially reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, except for:
  • 4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
  • 4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance. For the purposes of this paragraph 4.2.2 and notwithstanding clause 12.7 of the Contract, such notice may be provided by the Supplier to the Customer by post, phone, email, SMS and/or by including a general notice on its website and/or Platform.

 

5 THIRD PARTY PROVIDERS

The Customer acknowledges (and shall procure that each End User acknowledges) that the Platform Services may enable or assist it or them to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it and they do so solely at their own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer or an End User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer or an End User and the relevant third party, and not the Supplier. The Supplier recommends that the Customer and each relevant End User refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform Services.

 

6 SUPPLIER’S OBLIGATIONS

• 6.1 The Supplier:
  • 6.1.1 does not warrant that:
    • 6.1.1.1 the Customer’s use of the Platform Services will be uninterrupted or error-free;
    • 6.1.1.2 that the Platform Services, Documentation and/or the information obtained by the Customer through the Platform Services will meet the Customer’s requirements;
    • 6.1.1.3 the Platform or the Platform Services will be free from Vulnerabilities or Viruses; or
    • 6.1.1.4 the Platform, Documentation or Platform Services will comply with any Heightened Cybersecurity Requirements;
  • 6.1.2 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 Customer acknowledges that the Platform Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
• 6.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

 

7 CUSTOMER’S OBLIGATIONS

• 7.1 Without prejudice to any other responsibilities or obligations of the Customer under this Contract, the Customer shall:
  • 7.1.1 ensure that the Authorised Users use the Platform Services and the Documentation in accordance with the terms and conditions of this Contract and shall be responsible for any Authorised User’s breach of this Contract;
  • 7.1.2 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
  • 7.1.3 be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible (at its own cost) for procuring, maintaining and securing its network internet connections and telecommunications links from its systems to the Supplier’s data centres or to the internet generally, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
• 7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

 

8 PROPRIETARY RIGHTS

• 8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Platform, Platform Services and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any Intellectual Property, or any other rights or licences in respect of the Platform, Platform Services or the Documentation.
• 8.2 The Supplier confirms that it has all the rights in relation to the Platform, Platform Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.

 

9 INDEMNITY

• 9.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s or any End User’s use of the Platform, the Platform Services and/or Documentation.
• 9.2 The Supplier shall defend the Customer against any claim that the Customer’s use of the Platform or Platform Services in accordance with this Contract infringes any third party’s Intellectual Property Rights provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Customer:
  • 9.2.1 as soon as reasonably practicable, gives written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
  • 9.2.2 does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier;
  • 9.2.3 gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and
  • 9.2.4 subject to the Supplier providing security to the Customer to the Customer’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, takes such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
• 9.3 In the defence or settlement of any Claim, the Supplier may procure the right for the Customer to continue using the Platform and/or the Platform Services, replace or modify the Platform Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
• 9.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  • 9.4.1 a modification of the Platform or Platform Services by anyone other than the Supplier; or
  • 9.4.2 the Customer’s use of the Platform or Platform Services in a manner contrary to the instructions given to the Customer by the Supplier; or
  • 9.4.3 the Customer’s use of the Platform or Platform Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
• 9.5 The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any Intellectual Property Rights.

 

10 CONSEQUENCES OF TERMINATION

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.

 

Schedule 4 – Support Services

 

1 INTERPRETATION

• 1.1 The following definitions and rules of interpretation apply in this Schedule 4 in addition to those set out in clause 1 of the Conditions.

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.

 

2 SUPPORT SERVICES

• 2.1 During the Subscription Term, the Supplier shall perform the Support Services during Normal Business Hours in accordance with this Schedule 4.
• 2.2 As part of the Support Services, the Supplier shall:
  • 2.2.1 provide Help Desk Support in accordance with the procedure set out on the support section of the Supplier’s website, as may be updated from time to time;
  • 2.2.2 use Commercially Reasonable Efforts to correct all Operational Faults notified under paragraph 3.3.1; and
  • 2.2.3 provide technical support for the Software in accordance with the Service Levels.
• 2.3 The Supplier may reasonably determine that any services are Out-of-scope Services. If the Supplier makes any such determination, it shall promptly notify the Customer of that determination.
• 2.4 The Customer acknowledges that the Supplier is not obliged to provide Out-of-scope Services.

 

3 SUBMITTING SUPPORT REQUESTS AND ACCESS

• 3.1 The Customer may request Support Services by way of a Support Request.
• 3.2 Each Support Request shall include a description of the Operational Fault and, where relevant, the start time of the incident.
• 3.3 The Customer shall provide the Supplier with:
  • 3.3.1 prompt notice of any Operational Fault which it becomes aware of; and
  • 3.3.2 such output and other data, documents, information, assistance and (subject to compliance with all Customer’s security and encryption requirements notified to the Supplier in writing) remote access to the Customer’s system, as are reasonably necessary to assist the Supplier to reproduce operating conditions similar to those present when the Customer detected the relevant Operational Fault and to respond to the relevant Support Request.
• 3.4 Save for where the Supplier reasonably determines that it requires access to the Site(s) to provide the relevant Support Service, all Support Services shall be provided on an off-site basis (such as over the telephone or by e-mail) from the Supplier’s office.
• 3.5 The Customer acknowledges that, to properly assess and resolve Support Requests, it may be necessary to permit the Supplier direct access at the Site(s) to the Customer’s system and the Customer’s files, equipment and personnel.
• 3.6 The Customer shall provide such access promptly, provided that the Supplier complies with all the Customer’s reasonable security requirements and other policies and procedures relating to contractors entering and working on the Site(s) notified to the Supplier in writing reasonably in advance.

 

4 SERVICE LEVELS

• 4.1 The Supplier shall:
  • 4.1.1 prioritise all Support Requests based on its reasonable assessment of the severity level of the Operational Fault reported;
  • 4.1.2 use Commercially Reasonable Efforts to respond to all Support Requests in accordance with the responses and response times specified in the table set out below:

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.

 

• 4.2 The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Service Level response times.
• 4.3 The Supplier shall give the Customer regular updates of the nature and status of its efforts to correct any Operational Fault.

 

Schedule 5 – Data Protection

 

1 INTERPRETATION

• 1.1 The following definitions and rules of interpretation apply in this Schedule 5 in addition to those set out in clause 1 of the Conditions.

Applicable Laws	means: (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.

 

2 DATA PROTECTION

• 2.1 For the purposes of this Schedule 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
• 2.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This Schedule 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
• 2.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:
  • 2.3.1 the Supplier shall act as controller of the personal data set out in Part 1 of Annex 1; and
  • 2.3.2 the Supplier shall process the personal data set out in Part 2 of Annex 1, as a processor on behalf of the Customer.
• 2.4 Should the determination in paragraph 2.3 change, then each party shall work together in good faith to make any changes which are necessary to this Schedule 5 or the related schedules.
• 2.5 By entering into this Contract, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier’s privacy policy available on request (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Contract, the Privacy Policy will take precedence.
• 2.6 Without prejudice to the generality of paragraph 2.2, the Customer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier and/or lawful collection of the same by the Supplier for the duration and purposes of this Contract.
• 2.7 In relation to the Customer Personal Data, Annex 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
• 2.8 Without prejudice to the generality of paragraph 2.2 the Supplier shall, in relation to Customer Personal Data:
  • 2.8.1 process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Annex 2 and any other purposes notified by the Customer in writing from time to time, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Customer Processor Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
  • 2.8.2 implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • 2.8.3 ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  • 2.8.4 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • 2.8.5 notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
  • 2.8.6 at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this paragraph 2.8.6 Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
  • 2.8.7 maintain records to demonstrate its compliance with this Schedule 5 and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.
• 2.9 The Customer hereby provides its prior, general authorisation for the Supplier to:
  • 2.9.1 appoint processors to process the Customer Personal Data, provided that the Supplier:
    • 2.9.1.1 shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Schedule 5;
    • 2.9.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
    • 2.9.1.3 shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection;
  • 2.9.2 transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
• 2.10 The Supplier may, at any time on not less than 30 days’ notice, revise this Schedule 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).

 

Annex 1 to Schedule 5 – Role of the Parties

 

PART 1 – Where the Supplier acts as a controller

The Supplier may process personal data of employees, agents, subcontractors, consultants, Authorised Users and End Users of the Customer in the capacity of a controller for the purposes of administering, protecting and improving its business, website, services and Platform. Further details are set out in its Privacy Policy.

 

Part 2 – Where the Supplier acts as a processor

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.

 

Annex 2 to Schedule 5 – Particulars of the Processing

 

1 PARTICULARS OF PROCESSING

• 1.1 Scope and nature
  The Supplier may process personal data of employees, agents, subcontractors, consultants, Authorised Users and End Users of the Customer who use the Services, particularly the Platform, solely for the purposes of performing its obligations under this Contract and to enable the Customer to receive and use the Services.
  The Supplier stores certain personal data on the Platform to enable the Customer, Authorised Users and End Users to receive and use the Services, including user and meeting attendee email addresses and personal data uploaded or inputted by Authorised Users and End Users onto the Platform when using the Services.
  The Supplier only holds certain personal data when a meeting is scheduled on the Platform until the meeting finishes including user and meeting attendee names and meeting locations.
  In order to provide Support Services and for marketing purposes, the Supplier also stores personal data including 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.
• 1.2 Purpose of processing
  To enable the Supplier to perform its obligations under this Contract and to enable the Customer to receive and use the Services.
• 1.3 Duration of the processing
  Except as otherwise specified in this Contract, for the Subscription Term or such longer period as the Supplier is required by law to retain such personal data.

 

2 TYPES OF PERSONAL DATA

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
email	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

 

3 CATEGORIES OF DATA SUBJECT

Employees, agents, subcontractors, consultants, Authorised Users and End Users of the Customer.