EDISON365 TERMS AND CONDITIONS BACKGROUND: These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which You may use edison365. Please read these Terms and Conditions carefully and ensure that You understand them. You will be required to read and accept these Terms and Conditions when signing up for an Account and purchasing a Subscription. If You do not agree to comply with and be bound by these Terms and Conditions, You must stop using edison365 immediately. 1. Definitions and Interpretation 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “Account” Means an account required to access and use edison365, as detailed in Clause 4; “Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, edison365; “Consequential Loss” Has the meaning given in clause 17.2. “Contract” means the contract between us and You for the purchase and sale of a Subscription to edison365, as explained in Clause 6; “Disabling Code” Has the meaning given in clause 18.9. “Initial Term” Has the meaning given in clause 9.1. “Order” means your order for a Subscription; “Subscription Confirmation” means Our acceptance and confirmation of your Order; “Subscription” means a subscription to access edison365, purchased in accordance with these Terms and Conditions; “user” means a user of edison365; “user Content” means text, images and documents created and/or uploaded by users in or to edison365; and “We/us/Our” means Corporate Project Solutions Ltd, a limited company registered in England under company number 3014568, whose registered address is Regal House, 4 Station Road, Marlow, Buckinghamshire, SL7 1NZ. 2. Information About us edison365 is owned by Corporate Project Solutions Ltd, a limited company registered in England under company number 3014568, whose registered address is Regal House, 4 Station Road, Marlow, Buckinghamshire, SL7 1NZ. Our VAT number is 604105690. We are a Microsoft Gold partner and Microsoft worldwide partner of the year winner. 3. Information About edison365 edison365 is a provider hosted app which makes use of Office365 to provide ideation and innovation functionality. edison365 is continuously being enhanced with both increasing functionality and to take advantage of additional office365 capabilities. Further information on edison365 can be found at www.edison365.com 4. Access and Changes to edison365 4.1 Access to edison365 requires a Subscription. Upon purchasing a Subscription, edison365 will be made available to You in your office365 tenant for the duration of that Subscription and any and all subsequent renewals. 4.2 We will from time to time make changes to edison365: 4.2.1 Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. They will be unlikely to materially affect your use of edison365; 4.2.2 Minor changes may be made to reflect changes in the law or other regulatory requirements. Any such changes will be unlikely to materially affect your use of edison365; and 4.2.3 Major changes as We develop and improve edison365 over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes. 4.3 We will always aim to ensure that edison365 is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 4.2. Unless We are responding to an emergency or an urgent issue, We will inform You in advance of any interruptions to the availability of edison365. If We need to suspend edison365 for longer than 60 minutes within a 24 hour period, We will add the corresponding time to the duration of your current Subscription period at no cost to You. If We need to suspend edison365 for longer than one Week You may also have a right to cancel. Please refer to sub-Clause 8.4.5 for details. 5. Subscriptions, Pricing and Availability 5.1 We make all reasonable efforts to ensure that all general descriptions of the services available from us (specifically, edison365) correspond to the actual services that will be provided to You. 5.2 Different types of Subscription provide access to different features in edison365. 5.3 All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes will not affect Subscriptions that have already been purchased, but may affect renewals of Subscriptions. 5.4 All Subscription prices are checked by us when your purchase is processed. In the unlikely event that We have shown incorrect pricing information, We will contact You in writing before processing your purchase to ask You how You wish to proceed. We will not charge You or activate your Subscription until You respond. If We do not receive a response from You within 5 working days, We will treat your purchase as cancelled and notify You accordingly in writing. 5.5 All quoted prices are discounted based on CPS being appointed as the Microsoft Partner of Record for the office365 tenant. 5.6 All prices exclude VAT. 6. Office365 6.1 Edison365 is a provider hosted application which operates on the office365 platform. 6.2 All users of edison365 require an office365 licence (SharePoint online as a minimum). 6.3 Offie365 licences are not provided within the edison365 subscription and need to be purchased separately. 6.4 edison365 is licenced on a per tenant basis. All users of ofice365 within the tenant will need to be licensed for edison365. 6.5 You shall at all times provide Corporate Project Solutions with licenced access to your office365 tenant to administer edison365. 7. Subscriptions – How Contracts Are Formed 7.1 You will be guided through the Subscription process when You make a purchase. Before confirming a purchase, You will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that You check carefully before confirming your purchase. 7.2 No part of edison365, Website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, You are making us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by us sending You a Subscription Confirmation by email. Only once We have sent You a Subscription Confirmation will there be a legally binding contract between us and You (“the Contract”). 7.3 Subscription Confirmations contain the following information: 7.3.1 Confirmation of your chosen Subscription, including full details of the main characteristics and features of edison365 available as part of that Subscription; 7.3.2 Fully itemised pricing, including, where appropriate, taxes and other additional charges; 7.3.3 Details of the duration of your Subscription including the start date and the end and/or renewal date. 7.4 If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to You as soon as possible and in any event within 14 days. 7.5 Subject to the cancellation provisions in Clause 9, once You have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed. 7.6 By purchasing a Subscription, You are expressly requesting that You wish access to edison365 to be made available to You immediately. For more details of cancellation please refer to Clause 8. 8. Payment 8.1 Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon confirmation of your Subscription. 9. Cancellation 9.1 While edison365 subscriptions are usually provided on an auto-renewal basis, this will be a one year fixed term subscription period (“Initial Term”). 9.1.1 After You and We have agreed to extend the Initial Term in writing, We will provide an invoice 120 days prior to the end of the subscription period indicating the price and term of the renewed subscription period beyond the Initial Term. 9.1.2 Unless You and We agree to extend the Initial Term in writing, We will terminate access to edison365. Unless otherwise agreed, use of edison365 once the renewed subscription period commences (after the Initial Term) does not constitutes agreement to pay the invoice. 9.2 You may cancel at any time in the following limited circumstances and You may be entitled to a full or partial refund for services or digital content not provided: 9.2.1 We have incorrectly described edison365 or it is faulty (please refer to Clause 16 for more details); or 9.2.2 We have informed You of an upcoming change to edison365 that materially affects your usage or to these Terms and Conditions that You do not agree to; or 9.2.3 We have informed You of an error in the price or description of your Subscription or edison365 and You do not wish to continue; or 9.2.4 There is a risk that the availability of edison365 may be significantly delayed due to events outside of Our control; or 9.2.5 We have informed You that We have suspended, or are planning to suspend, availability of edison365 for a period greater than one Week; or 9.2.6 We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to You. 9.3 Subscriptions can be cancelled at any time, however no refunds can be provided and You will continue to have access to edison365 for the duration of the remainder of the Subscription period You are currently in. Cancelling an auto-renewing Subscription only prevents it from being auto-renewed. 9.4 To cancel a Subscription for any reason, please inform us using one of the following methods: 9.4.1 By telephone on +44 1628 895600; or 9.4.2 By email at servicedesk@cps.co.uk; or 9.4.3 By post at CPS, Regal House, 4 Station Road, Marlow, England, SL7 1NZ 9.5 We may ask You why You have chosen to cancel your Subscription and may use any answers You provide to improve edison365 in the future, however please note that You are under no obligation to provide any details if You do not wish to. 9.6 In certain limited circumstances, We may cancel your Subscription and/or close your Account. If We take such action, You will be notified by email and We will provide an explanation for the cancellation and/or closure. 9.6.1 If your Account is closed and your Subscription cancelled because You have breached these Terms and Conditions, You will not be entitled to a refund. 9.6.2 If your Account is closed and/or your Subscription is cancelled for any other reason, You will be refunded the remaining balance of your Subscription. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date). Any and all refunds due to You will be made no later than 14 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment method unless You specifically request otherwise. 10. Our Intellectual Property Rights and Licence 10.1 We grant users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use edison365 for personal (including research and private study) and business purposes, subject to these Terms and Conditions. 10.2 You retain the ownership of copyright and other intellectual property rights in the user Content (subject to any third-party rights in that user Content and the terms of any licence under which You use such Content). 10.3 All other Content included in edison365 (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties. 10.4 We shall exclusively own all rights, title and interest in and to any Feedback, and You hereby assign to Corporate Project Solutions all of Your right, title, and interest in the Feedback, including all Intellectual Property Rights therein or relating thereto, and, at Corporate Project Solutions’ request and expense, You will execute documents and take such further acts as Corporate Project Solutions may reasonably request to assist Corporate Project Solutions to acquire, perfect and maintain such Intellectual Property Rights in the Feedback. 10.5 By accepting these Terms and Conditions, You hereby undertake: 10.5.1 Not to copy, download or otherwise attempt to acquire any part of edison365; 10.5.2 Not to disassemble, decompile or otherwise reverse engineer edison365; 10.5.3 Not to allow or facilitate any use of edison365 that would constitute a breach of these Terms and Conditions; and 10.5.4 Not to embed or otherwise distribute edison365 on any Website, ftp server or similar. 11. Links to Other Content We may provide links to other content such as Websites, Web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third-party content. The provision of a link by us is for reference only and does not imply any endorsement of the linked content or of those in control of it. 12. User Content 12.1 All user content uploaded in to edison365 is stored within your office365 tenant. 12.2 You agree that You will be solely responsible for any and all user Content that You create or upload using edison365. Specifically, You agree, represent and warrant that You have the right to create or upload the user Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable usage Policy, detailed in Clause 14. 12.3 Subject to Our continuous compliance with clause 12.4: 12.3.1 You agree that You will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given by You under sub-Clause 12.1; and 12.3.2 You will be responsible for any direct loss or damage suffered by us as a result of such breach. 12.4 We will not publish Your user Content to any third party. 13. Intellectual Property Rights and user Content 13.1 All user Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant user. All user Content is protected by applicable United Kingdom and international intellectual property laws and treaties. 14. Acceptable usage Policy 14.1 You may only use edison365 in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically: 14.1.1 You must ensure that You comply fully with any and all applicable local, national and international laws and/or regulations; 14.1.2 You must not use edison365 in any way, or for any purpose, that is unlawful or fraudulent; 14.1.3 You must not use edison365 to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and 14.1.4 You must not use edison365 in any way, or for any purpose, that is intended to harm any person or persons in any way. 14.2 We reserve the right to suspend or terminate your Account and/or your access to edison365 if You materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions: 14.2.1 Suspend, whether temporarily or permanently, your Account and/or your right to access edison365 (for more details regarding such cancellation, please refer to sub-Clause 8.9); 14.2.2 Issue You with a written warning; 14.2.3 Take legal proceedings against You for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach; 14.2.4 Take further legal action against You as appropriate; 14.2.5 Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or 14.2.6 Any other actions which We deem reasonably appropriate (and lawful). 14.3 We hereby exclude any and all liability arising out of any reasonable actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions. 15. Problems with edison365 15.1 If You have any questions or complaints regarding edison365, please email us at servicedesk@cps.co.uk or by using any of the methods provided on Our contact page at www.edison365.com. 16. Disclaimers 16.1 No part of edison365 or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which You should rely and is provided for general information purposes only. 16.2 Subject to your legal rights, insofar as is permitted by law, We make no representation, warranty, or guarantee that edison365 will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. We agree that We will be liable to You and will, to the fullest extent permissible by law, indemnify You against any and all losses relating to actual or threatened claims by third parties that edison365 infringes the intellectual property of third parties. 16.3 We make reasonable efforts to ensure that the content contained within edison365 is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that edison365 (and the content therein) is complete, accurate or up-to-date. 16.4 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any user Content created or uploaded using edison365. Any such opinions, views, or values are those of the relevant user, and do not reflect Our opinions, views, or values in any way. 17. Our Liability 17.1 To the fullest extent permissible by law, You and We limit our liability to the other party for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) edison365 or the use of or reliance upon any Content (whether that Content is provided by us or whether it is user Content) included in edison365 to a maximum of five times the total contract value paid in the previous twelve months. 17.2 To the fullest extent permissible by law, You and We accept no liability for loss or damage that is not foreseeable or does not arise naturally from the breach (Consequential Losses). The parties agree that the following do not constitute Consequential Losses: . 17.2.1 Costs of resupply of the edison365 or equivalent software; 17.2.2 costs of implementing and performing workarounds or corrections as a result of Our failure to perform obligations in accordance with this Terms and Conditions; 17.2.3 necessary time, and related costs and expenses for personnel and contracts of Yours who are working on a work-around as a result of Our failure to perform obligations under this Terms and Conditions; 17.3 To the fullest extent permissible by law, You and We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to edison365 or any Content (including user Content) included in edison365. 17.4 You and We accept no liability for Consequential Loss that are also loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; or business interruption. 17.5 We exercise all reasonable skill and care to ensure that edison365 is free from viruses and other malware. Subject to Our full compliance with sub-Clause 18.1 and 18.3We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of edison365 (including the downloading of any Content (including user Content) from it) or any other Website or service that We may provide a link to. 17.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of edison365 resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship. 17.7 Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so, including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of applicable consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office. 17.8 Notwithstanding any other clause in these Terms and Conditions, a party’s liability (including under an indemnity) is reduced to the extent that the other party has caused or contributed to that liability. 18. Viruses, Malware and Security 18.1 We exercise all reasonable skill and care to ensure that edison365 is secure and free from viruses and other malware, We do not, however, guarantee that edison365 is secure or free from Disabling Code. 18.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks. 18.3 You and we must not deliberately introduce Disabling Code either to or via edison365. If We become aware that any Disabling Code is found to have been installed, released, or otherwise introduced via or into edison365 or any deliverables, or to any networks used to provide the services, then We must: 18.3.1 notify You immediately; 18.3.2 promptly provide all information requested by You in relation to the Disabling Code, including its manner of introduction and the effect the Disabling Code has had or is likely to have; 18.3.3 take all necessary or desirable remedial action to entirely eliminate the Disabling Code and prevent re-occurrence and rectify any consequences; 18.3.4 if the Disabling Code causes a loss of any of Your data or loss of operational efficiency, assist You to mitigate the losses and restore efficiency and Your Data; 18.3.5 retain evidence and logs regarding the occurrence to help in determining cause, damage and likely source; and 18.3.6 ensure that sufficient of Our resources and technology are available to meet its obligations under this clause. 18.4 We are responsible for and must fully reimburse You for any loss suffered or incurred by You associated with the following, to the extent that such loss is caused or contributed to by Our failure to fully met any of our obligations under these Terms and Conditions: 18.4.1 any Disabling Code being installed, released or otherwise introduced into edison365 or the deliverables, or to networks used to provide any of the services; and 18.4.2 any activities of the parties pursuant to clauses 18.3, 18.5 You and We must not attempt to gain unauthorised access to any part of edison365, the server on which edison365 is stored, or any other server, computer, or database connected to edison365. 18.6 You must not attack edison365 by means of a denial of service attack, a distributed denial of service attack, or by any other means. 18.7 By breaching the provisions of sub-Clauses 18.3 to 18.6 You or we may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and you and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use edison365 will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted. 18.8 In this Terms and Conditions, “Disabling Code” means viruses, disabling code, bomb, worm, back-door, Trojan horse or other computer programming code, including source and object code, which would have the effect of impairing, denying or otherwise adversely affecting the security, performance, integrity, reliability, access to or use of any information technology, data or telecommunications system, equipment or network. 19. Data Protection 19.1 All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Act 1998 and your rights and Our obligations under that Act. 19.2 We may use your personal information to: 19.2.1 Reply to any communications that You send to us; 19.2.2 Send You important notices. 19.3 We will not pass your personal information on to any third parties. 20. Communications from us 20.1 We may from time to time send You important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to edison365, and changes to your Account. 20.2 For questions or complaints about email communications from us (including, but not limited to, marketing emails), please contact us at servicedesk@cps.co.uk or by using any of the methods provided on Our contact page at www.edison365.com. 21. Other Important Terms 21.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them. 21.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission. 21.3 The Contract is between You and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions. 21.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable. 21.5 No failure or delay by us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision. 22. Changes to these Terms and Conditions 22.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on You upon your first use of edison365 after the changes have been implemented and made available to You. 22.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise. 23. Contacting us To contact us, please email us at servicedesk@cps.co.uk or by using any of the methods provided on Our contact page at www.edison365.com. 24. Law and Jurisdiction 24.1 These Terms and Conditions and the relationship between You and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law. 24.2 Any disputes concerning these Terms and Conditions, the relationship between You and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.