CLOUD TECHNOLOGY SOLUTIONS LIMITED
CUSTOMER TERMS AND CONDITIONS
(these "Terms and Conditions")
"Agreement" |
these Terms and Conditions together with the relevant Proposal and any document referred to in these Terms and Conditions or the Proposal; |
Applicable Law |
means any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances; |
"Authorised Users" |
the number of your employees that are authorised by you to access and use the Software, as stipulated in the Proposal; |
"Business Day" |
a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business; |
"Confidential Information" |
any information in any form or medium obtained by or on behalf of either Party from or on behalf of the other Party in relation to this Agreement which is expressly marked as confidential or which a reasonable person would consider to be confidential, whether disclosed or obtained before, on or after the date of this Agreement, together with any reproductions of such information or any part of it; |
"Customer Data" |
means all information provided by the Customer to us when using the Service; |
"Data Protection Legislation" |
means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, European Directive 95/46/EC on the protection of individuals with regard to the processing of personal data, European Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector, the General Data Protection Regulation (EU) 2016/679 and/or any corresponding, equivalent or implementing national laws or regulations, together with any subordinate or related legislation and any guidelines, codes of conduct or approved certification mechanisms of a supervisory authority made under or in relation to any of the foregoing, in each case as the same may have been or may be amended from time to time; |
"Documentation" |
electronic and online documentation relating to the Software, which may include a specification; |
"Extended Term" |
has the meaning given to it in the Proposal; |
"Fees" |
the fees payable by you to us for the Licence; |
"Infringing Data" |
means information or data that (i) infringes Applicable Law; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous; |
"Initial Term" |
has the meaning given to it in the Proposal; |
"Intellectual Property Rights" |
copyright and related rights, trade marks and service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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; |
"Licence" |
the licence of the Software granted to you under this Agreement; |
"Parties" |
us and you, and "Party" shall mean either of us and you; |
"Proposal" |
the written document we provide to you containing specific information relating to the particular software licensed by us; |
"Services" |
the services specified in the Proposal provided to you under this Agreement; |
"Software" |
the computer programs specified in the Proposal and licensed to you under this Agreement; |
"Term" |
12 months from the date on which this Agreement is entered into under clause 1.2; and |
"User Terms" |
the terms and conditions in accordance with which your Authorised Users shall use and access the Software, as set out in the Proposal and as updated by us, and communicated to you, from time to time. |