'Applicable Law' | - means applicable laws of the European Union ('EU'), the European Economic Area ('EEA') or any of the EU or EEA's member states from time to time together with applicable laws in the United Kingdom from time to time;
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'Acceptable Use Policy' | - means the Supplier's policy on acceptable use of the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.quix.io/acceptable-use;
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'Affiliate' | - means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
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'Agreement' | means the Order; the Master Customer Terms, and all documents incorporated into and referred by the same, including the Service Terms, the Service Level Agreement, and the Data Protection Addendum; |
'Apache Licence' | Means the Apache Licence version 2.0, (available here: https://www.apache.org/licenses/LICENSE-2.0), or such other open-source software licence as notified to the Customer via the Quix Software from time to time; |
'Authorised Affiliates' | - means, in respect of the relevant Subscribed Service, the Affiliates of the Customer (if any) identified in the Order as Authorised Affiliates in respect of that Subscribed Service;
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'Authorised Users' | - means the users authorised by the Customer to use the Quix Software in accordance with the terms of the Agreement;
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'Business Day' | - means a day other than a Saturday, Sunday or bank or public holiday in England;
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'Code Samples' | - has the meaning given to it in clause 8.1 of the Master Customer Terms;
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'Customer' | - means the legal person whose name and particulars are set out in an Order;
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'Customer Data' | - means all data (in any form, including code, models, and other digital artefacts, but in all cases excluding Feedback) that are uploaded to, hosted on, running in, or integrated with any part of any Subscribed Service, or are otherwise provided to the Supplier, in each case as a result of the use of the Subscribed Services by the Customer or by any Authorised User;
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'Customer Systems' | - means all software and systems used by or on behalf of the Customer, the Customer's Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
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'Customer-Provided Materials' | - means all of the Materials provided or made available by or on behalf of the Customer;
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'Customer's Confidential Information' | - means all information (whether in oral, written or electronic form) relating to the Customer's business which may reasonably be considered to be confidential in nature including information relating to the Customer's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers, and which may (depending on their nature) include Customer-Provided Materials;
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'Data Protection Addendum' | means the addendum at Schedule 5 identifying certain respective rights and obligations of the parties' in respect of personal data and privacy under the Agreement (as Updated from time to time); |
'Data Protection Laws' | - means as applicable and binding on the Customer, the Supplier and/or the Services:
- in the United Kingdom:
- the Data Protection Act 2018; and
- the GDPR, and/or any corresponding or equivalent national laws or regulations;
- in member states of the EU and/or EEA: the GDPR and all relevant EU and EEA member state laws or regulations giving effect to or corresponding with any of the GDPR; and
- any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;
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'Documentation' | - means, in respect of the Quix Software: (i) its description and specification (the 'Quix Software Description'); and (ii) the relevant instructions as to how to use that part of the Services made available by the Supplier (the 'User Instructions'); each as Updated from time to time;
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'Feedback' | - has the meaning given to it in clause 7.9 of the Master Customer Terms;
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'Fees' | - means the Implementation Fee, Subscription Fee, and any other amounts payable by the Customer to the Supplier under the Agreement;
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'Force Majeure' | - means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
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'Free/Trial Service' | - means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
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'GDPR' | - the General Data Protection Regulation, Regulation (EU) 2016/679;
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'GPL' | - has the meaning given to it in clause 8.4 of the Master Customer Terms;
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'Implementation Fee' | - means the fees payable by the Customer in consideration of the Implementation Services, as set out in the Pricing Terms;
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'Implementation Services' | - means the implementation and set-up services and deliverables specified in a relevant Order;
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'Intellectual Property Rights' | - means any and all copyright, neighbouring and related rights, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future; and wherever existing;
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'IP Claim' | has the meaning given to it in clause 10.1 of the Master Customer Terms; |
'Master Customer Terms' | - means the terms set out in the clauses and other provisions of the main body of this document, or otherwise the latest version of the document available at https://quix.io/license-terms/, as Updated from time to time;
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'Materials' | - means all equipment, services, data, information, content, Intellectual Property Rights, websites, software and other materials provided in connection with the Services;
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'month' | - means a calendar month;
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'Non-Supplier Materials' | - means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-Supplier Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Supplier Materials in the Agreement;
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'Order' | - means a written request for Services, either: (a) in substantially the Supplier's standard form from-time-to-time (such as an Order Form) and signed on behalf of both the Supplier and the Customer; or (b) as submitted to the Supplier by the Customer via the Supplier's website (in the form prescribed by the same) and accepted by the Supplier;
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'Order Acceptance' | - means either (a) the stated effective date of the relevant Order Form which has been executed by the Supplier and the Customer; or (b) the date of the Supplier's written confirmation of acceptance of an Order submitted to the Supplier by the Customer via the Supplier's website;
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'Order Form' | - means the electronic or physical form (including its schedules, annexes and appendices (if any)) used for ordering Services, and entered into by or on behalf of the Customer and Supplier, incorporating the terms of the Agreement (and as varied by the parties by agreement in writing from time to time);
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'Permitted Downtime' | - means:
- scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 2am to 6am (UK time);
- downtime caused in whole or part by Force Majeure.
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'Permitted Purpose' | - means use for the Customer's internal business operations and also for the internal business operations of the Authorised Affiliates (if any) identified on the Order, in each case in accordance with the applicable Documentation and the Agreement. The Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
- copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Services or Documentation;
- permitting any use of the Services or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making the Services or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));
- combining, merging or otherwise permitting the Services to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
- attempting to reverse engineer, observe, study or test the functioning of or decompile the Services (or any part),
- except as expressly permitted under the Agreement;
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'Personal Data' | - has the meaning given in the Data Protection Addendum;
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'Pricing Terms' | - means the details of pricing and fees in respect of each part of the Services, as provided by the Supplier in relation to the Order and updated from time to time in accordance with the Agreement or, in respect of any part of the Services for which prices are not expressly agreed, on the Supplier's Standard Pricing Terms;
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'Proposal' | - means a proposal, quotation, or similar issued by the Supplier to the Customer (or a prospective Customer), by which the Supplier proposes to supply Services, as described in clause 2.3 of the Master Customer Terms;
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'Protected Data' | - has the meaning given in the Data Protection Addendum;
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'Quix Software' | - means the Supplier's cloud-hosted platform to build, test and run real-time data pipelines, to which the Customer has subscribed and as used by or on behalf of the Supplier to provide the Subscribed Services, as set out in the relevant Order;
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'Quix Software Description' | - has the meaning given to it in the definition of 'Documentation';
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'Relief Event' | - means any breach of the Agreement by the Customer, or any Force Majeure;
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'Renewal Period' | the period of renewal as set out in the Order; |
'Self-hosted Services Terms' | - means the terms describing the provision and use of the Quix Software, in circumstances where the Quix Software is hosted by the Customer, as set out at Schedule 2 to the Master Customer Terms and as Updated from time to time;
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'Service' | - means, as applicable, the Subscribed Services, Implementation Services, Support Services, and/or other services to be provided by the Supplier as agreed in writing between the Supplier and the Customer;
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'Service Hours' | - means 24 hours a day, seven days a week excluding Permitted Downtime;
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'Service Level Agreement' | - means the terms describing the Support Services, as set out at Schedule 3 to the Master Customer Terms and as Updated from time to time;
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'Service Period' | - means (subject to clause 16 of the Master Customer Terms) in respect of each Service, the period of time during which such Services are to be provided as initially set out in the Order and as varied in accordance with the Agreement;
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'Service Terms' | - means the Supplier-hosted Service Terms or the Self-hosted Service Terms (as applicable, pursuant to clause 3.1 of the Master Customer Term);
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'Subscribed Services' | - means the access to the Quix Software to which the Customer has subscribed as set out in the Order (and 'Subscribed Service' shall refer to each respective service separately);
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'Subscription Fee' | - means, in respect of each Subscribed Service, the fees payable by the Customer in consideration of that Subscribed Service as set out in the Pricing Terms;
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'Supplier' | - means Quix Analytics Limited, incorporated and registered in England and Wales with company number 12493101 whose registered office is Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN;
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'Supplier-hosted Service Terms' | - means the terms describing the provision and use of the Quix Software, in circumstances where the Quix Software is hosted by the Supplier, as set out at Schedule 1 to the Master Customer Terms and as Updated from time to time;
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'Supplier-Provided Materials' | - means all of the Materials provided or made available by or on behalf of the Supplier, but excluding all Customer Data and all Non-Supplier Materials;
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'Supplier's Confidential Information' | - means all information (whether in oral, written or electronic form) relating to the Supplier's business which may reasonably be considered to be confidential in nature including information relating to the Supplier's technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the Documentation and any other technical or operational specifications or data relating to each Subscribed Service shall be part of the Supplier's Confidential Information;
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'Supplier's Standard Pricing Terms' | - means the Supplier's standard pricing terms for each part of the Services, as amended by the Supplier from time to time;
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'Support Services' | - means, in respect of the relevant Subscribed Service, the support services provided by the Supplier to the Customer as described in the Service Level Agreement;
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'Term' | - means the period beginning on Order Acceptance of the first Order, and ending at the same time as the ending of the last-to-end of the Service Periods;
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'Update' | - has the meaning given in clause 17.2 of the Master Customer Terms, and 'Updated' shall be construed accordingly;
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'Update Notification' | - has the meaning given in clause 17.1 of the Master Customer Terms;
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'Usage Limits' | - means in respect of each Service, each of the limits (expressed as quantity of a specified type of computational resource) as initially set out in the Order and as varied in accordance with the Agreement;
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'User Instructions' | has the meaning given to it in the definition of 'Documentation'; and |
'VAT' | - means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
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