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MASTER CUSTOMER TERMS

  1. Definitions and interpretation

The definitions and rules of interpretation set out in Schedule 4 shall apply to the Agreement.

  1. Orders, and the application of these terms
  1. The Customer may request Services from the Supplier by submitting an Order. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until Order Acceptance has occurred.
  2. These Master Customer Terms and the Service Terms apply to and form part of the Agreement between the Supplier and the Customer. They supersede any previously-issued terms and conditions of purchase or supply. No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document (if any) shall form part of the Agreement.
  3. The Supplier may issue Proposals to the Customer from time to time. Proposals are invitations to treat only. Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Agreement.
  4. The Customer warrants that (i) it is a business, and (ii) the Services are being purchased by the Customer in the course of its business. As such the Customer agrees that the Consumer Rights Act 2015 (and other legislation that acts to protect the interests of individual consumers) does not apply to the Customer in relation to Services and the Agreement.
  1. Services
  1. The Order will specify whether the Customer has chosen that the Subscribed Services are either:
  1. hosted by the Supplier, in which case the Supplier-hosted Service Terms shall apply and form part of the Agreement; or
  2. hosted on the Customer's own systems, in which case the Self-hosted Service Terms shall apply and form part of the Agreement.
  1. Upon the Supplier accepting an Order and subject to the terms of the Agreement, the Supplier shall perform the Services in accordance with the terms of the Agreement.  
  1. Fees
  1. The Fees are non-cancellable and non-refundable, and shall be paid by the Customer at the rates and in the manner described in the Pricing Terms.
  2. Unless otherwise specified in an Order, the Supplier shall be entitled to invoice the Customer upon Order Acceptance of the relevant Order, and the invoices shall be paid within thirty (30) calendar days of the date on the invoice.
  3. All fees and charges payable under the Agreement: (a) are exclusive of VAT which shall be payable by the Customer at the rate and in the manner prescribed by law; and (b) shall be paid into the Supplier's bank account by electronic funds transfer unless otherwise notified by the Supplier to the Customer in writing in accordance with the Agreement.
  4. The Supplier shall have the right to charge interest on overdue invoices at the rate of 8% per year, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
  5. The Supplier shall be entitled to increase the Fees for any and all Services at any time after the first Renewal Period by notice to the Customer, provided that the Supplier shall not be entitled to increase the Fees on less than six (6) weeks' prior notice or more than once every continuous period of 12 months, save that the Supplier shall be entitled to increase the Fees immediately in the event that the Customer’s use of the Services exceeds any of the Usage Limits agreed between the Customer and the Supplier.
  6. To the extent the Agreement terminates or expires (other than due to termination by the Customer under clauses 16.2 or 17.3 of these Master Customer Terms) the Customer shall not be entitled to any refund or discount of Fees paid for any parts of any period during which the Services cease to be provided and the Customer will immediately pay any Fees that would otherwise have been payable (if applicable) with for the duration of the Service Period.
  1. Warranties
  1. Subject to the remainder of this clause 5, the Supplier warrants that:
  1. the Services shall operate materially in accordance with their descriptions in the Service Terms, when used in accordance with the Agreement under normal use and normal circumstances during the relevant Service Period; and
  2. it will provide each of the Services with reasonable care and skill.
  1. The warranties in clause 5.1 are subject to the limitations set out in clause 14 (Limitation of liability) and shall not apply to the extent that any error in the Services arises as a result of (in whole or in part): (a) incorrect operation or use of the Services by the Customer, any Authorised Affiliate or any Authorised User (including any failure to follow the Documentation); (b) use of any of the Services other than for the purposes for which it is intended; (c) use of any Services with third-party software or services or on equipment with which it is incompatible; (d) any act by any third party (including hacking or the introduction of any virus or malicious code); (e) any modification of Services (other than that undertaken by the Supplier or at its direction); or (f) any breach of the Agreement by the Customer (or by any Authorised Affiliate or Authorised User).
  2. If there is a breach of any warranty in clause 5.1 the Supplier shall use reasonable endeavours to repair or replace the impacted Services within a reasonable time.
  3. The Customer acknowledges that the Services may not be compatible with all other software, service or hardware, and that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise) with respect to the same.
  4. Other than as set out in this clause 5, and subject to clause 14 (Limitation of liability), all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by Applicable Law.
  1. Customer's responsibilities
  1. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall):
  1. provide the Supplier with all reasonably necessary co-operation as may be required by the Supplier in order to provide the Services;
  2. comply with all Applicable Laws and regulations (including laws and regulations relating to privacy, data protection and use of systems and communications) and be accredited to applicable standards, in each case in relation to its use or receipt of the Services; and
  3. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement.
  1. The Customer acknowledges that if the Customer fails to comply with clause 6.1:
  1. the Supplier's ability to provide Services may be adversely affected, interrupted and/or delayed;
  2. the Supplier shall not be obligated to provide the Services; and
  3. the Supplier shall not be liable for any delays, interruptions or other problems to the extent caused (in whole or in part) as a result.
  1. Intellectual property
  1. All Intellectual Property Rights owned by a party before the commencement of the Agreement or created by such party outside the scope of the Agreement (including, in the case of the Supplier, all Intellectual Property Rights in and to the Services, including in all Quix Software, Documentation, and Supplier-Provided Materials, but excluding any Customer-Provided Materials) shall remain the exclusive property of the party owning it (or where applicable, the third party from whom its right to use it has derived).
  2. The Supplier hereby grants a royalty-free, non-transferable, sub-licensable, non-exclusive licence for the Customer to use, copy and otherwise utilise the Supplier-Provided Materials to the extent necessary to receive the benefit of the Services, or to exercise or perform the Customer's rights, remedies and obligations under the Agreement.
  3. The Customer and Authorised Users may store or transmit Customer Data using the Quix Software and the Quix Software may interact with Customer Systems.
  4. To the extent that the Customer, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Supplier's Background IP, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 7.4.
  5. The Customer hereby grants a royalty-free, non-transferable, sub-licensable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) for the duration of the Term to use, copy and otherwise utilise the Customer Data, Customer-Provided Materials, and Customer's computer systems to the extent strictly necessary to perform or provide the Services or to exercise or perform the Supplier's rights, remedies and obligations under the Agreement.
  6. All Intellectual Property Rights in the following shall belong to and shall remain vested in the Customer (in each case as created by the Customer using the Quix Software):
  1. bespoke user interfaces, dashboard layouts and visualisations of data; and
  2. processing techniques, code, or software.
  1. All Intellectual Property Rights in the following shall belong to and shall remain vested in the Supplier:
  1. bug fixes to the Quix Software; and
  2. subject to clause 7.8, any improvement, enhancement, or modification to the Quix Software.
  1. In the event that the Customer requests additional bespoke code is written by the Supplier and added to the Applications Library (as described in clause 8.3) or requests any improvement, enhancement, or modification to code within the Applications Library is written by the Supplier, the parties shall negotiate in good faith to determine the owner of such code and the cost of such Service. If:
  1. the parties agree in writing that the Customer shall own such code:
  1. the Supplier shall assign (or shall procure the assignment) of all Intellectual Property Rights in such code with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Customer at the time such code is first provided by the Supplier;
  2. the Customer hereby grants a royalty-free, non-transferable, sub-licensable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) for the duration of the Term to use, copy and otherwise utilise such code to the extent strictly necessary to perform or provide the Services or to exercise or perform the Supplier's rights, remedies and obligations under the Agreement; and
  3. such code shall be considered Customer's Confidential Information and the Supplier undertakes to keep such code confidential and not to publish such code in the Code Samples Library (as described in clause 8.1) or provide such code to any third party, or
  1. the parties agree in writing that the Supplier shall own such code:
  1. the Customer shall assign (or shall procure the assignment) of all Intellectual Property Rights in such code with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such agreement is reached between the parties; and
  2. such code shall be included within the Quix Software and the remaining provisions of this Agreement that apply to Quix Software shall apply to such code.
  1. The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Customer, the Authorised Affiliates, or any Authorised User ('Feedback') without charge or limitation. The Customer hereby assigns (or shall or procure the assignment) of all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
  2. To the extent Non-Supplier Materials are made available to, or used by or on behalf of the Customer, any Authorised Affiliate, or any Authorised User in connection with the use or provision of the Quix Software, such use of Non-Supplier Materials (including all licence terms) shall be exclusively governed by applicable third-party terms notified or made available by the Supplier or the third party and not by the terms in this Agreement. The Supplier grants no Intellectual Property Rights or other rights in connection with any Non-Supplier Materials.
  3. The Customer hereby grants the Supplier a limited, revocable, non-exclusive, non-transferable, worldwide and royalty-free licence to use the Customer's name and trade mark in order to refer to the supply by the Supplier of the Services on the Supplier's website and in the Supplier's sales and promotion material. The Supplier agrees, in relation to its use of the names and trade marks described in this clause 7.11, to adhere to the reasonable instructions of the Customer as to the form and manner in which the marks may be used and shall adhere to the Customer's brand guidelines (as notified to the Supplier from time-to-time).
  4. Other than as explicitly set out in the Agreement, the Customer, any Authorised User, and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Quix Software or Documentation) and no Intellectual Property Rights of either party are transferred or licensed (whether implied or otherwise) as a result of this Agreement. In particular, all processes, techniques and know-how of the Supplier shall remain the property of the Supplier.
  5. The Customer shall not access all or any part of the Quix Software and/or Documentation in order to build a product or service which competes with, or is intended to be used in place of, the Quix Software.
  6. The Customer shall not (and shall ensure all Authorised Affiliates and Authorised Users shall not):
  1. sell, lease, or otherwise transfer any right in any portion of the Quix Software;
  2. decompile, disassemble, or reverse engineer the Quix Software (or any portion thereof) or attempt to discover any source code, programming, files, or underlying algorithms of the Quix Software; or
  3. modify or create any derivative work based on the Quix Software.
  1. This clause 7 shall survive the termination or expiry of the Agreement.
  1. Open-source software
  1. Code Samples. The Quix Software allows the Customer to access a public repository (referred to as the 'Code Samples Library', or similar) of open-source code which has been generated by other users of the Quix Software, or by the Supplier. These 'Code Samples' are broadly categorised as: (i) 'destination' code samples (code which permits integration with third parties for the outbound transmission of data); (ii) 'source' code samples (code which permits integration with third parties for the inbound transmission of data); or (iii) 'transformation' code samples (code which can be used to process data). All Code Samples are made available to the Customer subject to the terms of the Apache Licence.
  2. Similarly, the Quix Software allows the Customer to contribute code back to the Code Samples Library. By doing so, the Customer makes such code available to all other users of the Quix Software, and all other open-source software developers and users worldwide, subject to the terms of the Apache Licence. The Customer shall
  1. not contribute any code to the Code Samples Library which it is not entitled to distribute in accordance with the terms of the Apache Licence; and
  2. with regards to any modifications the Customer makes to Code Samples which it chooses to contribute to the Code Samples Library, the Customer:
  1. shall comply with the terms of the Apache Licence; and
  2. agrees to be bound by the terms of the Apache CCLA (Corporate Contributor Licence Agreement), available here: https://apache.org/licenses/contributor-agreements.html,

in each case with respect to such contribution.

  1. Applications. The Quix Software allows the Customer to access a private repository (referred to as the 'Applications Library', or similar) where the Customer can store its own proprietary code. All code in the Applications Library belongs to the Customer, including any bespoke code which the Customer may have commissioned from the Supplier by separate agreement.
  2. Notice. The Quix Software contains open-source software (for example, Git), that is subject to the GNU General Public License 2.0 ('GPL'). GPL establishes that (in accordance with its terms) customers have the right to acquire, modify and redistribute the source code of the relevant software (for example, Git’s source code is available here: https://git-scm.com/downloads - please note that the Supplier cannot answer or respond any inquiries regarding the content of this source code). The Customer can consult the terms of the GPL at the following link: https://www.gnu.org/licenses/old-licenses/gpl-2.0.txt.
  1. Customer indemnity
  1. Subject to clauses 9.2 and 9.3, the Customer shall indemnify, keep indemnified and hold harmless the Supplier (on the Supplier's own behalf on behalf of each of the Supplier's Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by the Supplier (or any of its Affiliates) as a result of any third party alleging that the Customer-Provided Materials or Customer Data (without prejudice to the Supplier's obligations under the Data Protection Addendum) infringe the rights, including any Intellectual Property Rights, of a third party.
  2. The provisions of clause 9.1 shall not apply unless the Supplier:
  1. promptly (and in any event within 20 Business Days) notifies the Customer upon becoming aware of any actual or threatened claim and provides full written particulars;
  2. makes no comment or admission and takes no action that may adversely affect the Customer's ability to defend or settle the claim;
  3. provides all assistance reasonably required by the Customer subject to the Customer paying the Supplier's reasonable costs; and
  4. gives the Customer sole authority to defend or settle the claim as the Customer considers appropriate.
  1. The Customer shall have no liability or obligation under this clause 9 to the extent that any claim arises in whole or in part from:
  1. any breach of the Agreement by the Supplier; or
  2. use by the Supplier of the Customer-Provided Materials or Customer Data (or any part thereof) otherwise than in accordance with (i) the Customer's instructions, or (ii) the Agreement.
  1. This clause 9 shall survive termination or expiry of the Agreement.
  1. Supplier Indemnity
  1. Subject to clauses 10.2 and 10.5, the Supplier shall indemnify, keep indemnified and hold harmless the Customer (on the Customer's own behalf on behalf of each of the Customer's Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of any third party alleging that the Customer's use of the Services infringes any Intellectual Property Right (an 'IP Claim').
  2. The provisions of clause 10.1 shall not apply unless the Customer:
  1. promptly (and in any event within 20 Business Days) notifies the Supplier upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
  2. makes no comment or admission and takes no action that may adversely affect the Supplier's ability to defend or settle the IP Claim;
  3. provides all assistance reasonably required by the Supplier subject to the Supplier paying the Customer's reasonable costs; and
  4. gives the Supplier sole authority to defend or settle the IP Claim as the Supplier considers appropriate.
  1. The provisions of clause 14.2 (Limitation of liability) shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 10.1.
  2. In the event of any IP Claim the Supplier may elect to terminate the Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 10.4 is without prejudice to the Customer's rights and remedies under clause 10.1.
  3. The Supplier shall have no liability or obligation under this clause 10 in respect of any IP Claim which arises in whole or in part from:
  1. any modification of the Services (or any part) without the Supplier's express written approval;
  2. any Non-Supplier Materials;
  3. any Customer Data;
  4. any breach of the Service Terms by the Customer;
  5. installation or use of the Services (or any part) otherwise than in accordance with the Service Terms and the Documentation; or
  6. installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by the Supplier.
  1. Subject to clause 14.5, the provisions of this clause 10 set out the Customer's sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
  1. Customer's Confidential Information
  1. The Supplier shall maintain the confidentiality of the Customer's Confidential Information and the Customer Data and shall not without the prior written consent of the Customer or in accordance with the Agreement, disclose or copy the Customer's Confidential Information or the Customer Data other than as necessary for the performance of the Services, as required by law, or in accordance with its rights and obligations under the Agreement.
  2. The Supplier:
  1. undertakes to disclose the Customer Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Service Terms or as otherwise reasonably necessary for the provision or receipt of the Services; and
  2. shall be responsible to the Customer for any acts or omissions of any of the persons referred to in clause 11.2(a) in respect of the confidentiality and security of the Customer Data as if they were the Supplier's own.
  1. The provisions of this clause 11 shall not apply to information which:
  1. is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;
  2. is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;
  3. is independently developed by the Supplier (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such information; or
  4. is required by law, by court or governmental or regulatory order to be disclosed.
  1. This clause 11 shall survive the termination or expiry of the Agreement for a period of five (5) years.
  2. To the extent any Customer Data is Protected Data, the Supplier shall ensure that such Customer Data may be disclosed or used only to the extent such disclosure or use does not conflict with any of the Supplier's obligations under the Data Protection Addendum. Clauses 11.1 to 11.4 (inclusive) are subject to this clause 11.5.
  3. In the event that a confidentiality agreement was entered into by the parties prior to the start of the Term, the confidentiality agreement is hereby terminated.
  1. Supplier's Confidential Information
  1. The Customer shall maintain the confidentiality of the Supplier's Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Supplier's Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
  2. The Customer undertakes to:
  1. disclose the Supplier's Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
  2. procure that such persons are made aware of and agree in writing to observe the obligations in this clause 12; and
  3. be responsible for the acts and omissions of those third parties referred to in this clause 12.2 as if they were the Customer's own acts or omissions.
  1. The Customer shall give notice to the Supplier of any unauthorised use, disclosure, theft or loss of the Supplier's Confidential Information immediately upon becoming aware of the same.
  2. The provisions of this clause 12 shall not apply to information which:
  1. is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
  2. is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
  3. is independently developed by Customer, without access to or use of such information; or
  4. is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.
  1. This clause 12 shall survive the termination or expiry of the Agreement for a period of five (5) years.
  1. Relief

To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

  1. Limitation of liability
  1. Cap on liability. Subject to clause 14.2, in no event shall the Supplier's aggregate liability howsoever arising under or in connection with the Agreement, including all Orders (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) exceed an amount equal to the Fees for all Services paid or payable to the Supplier in the 12-month period immediately preceding the first incident giving rise to a relevant claim.
  2. Super-cap on liability. In relation to the following, in no event shall the Supplier's aggregate liability howsoever arising under or in connection with the Agreement, including all Orders (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) exceed an amount equal to £1,000,000 (one million pounds sterling):
  1. the Supplier's indemnity given at clause 10.1 (in relation to an IP Claim); and
  2. a breach by the Supplier of its obligations under clause 11 (Confidential Information).
  1. Exclusion of liability (indirect and other losses). In no event shall the Supplier be liable for (a) consequential, indirect or special losses; and (b) whether direct or indirect: loss of profit or revenue; destruction, loss of use, or corruption of data (except that this limitation shall not apply to Personal Data and the Supplier's obligations under Data Protection Laws); destruction, loss, or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount, or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill.
  2. Exclusion of liability (reliance). Except as expressly and specifically provided in the Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use, and the Supplier shall have no liability for (i) any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services; or (ii) any actions taken by the Supplier at the Customer's direction; and (b) subject to clause 5.1, the Services are provided to the Customer on an "as is" basis.
  3. Non-excludable liabilities. Notwithstanding any other provision of the Agreement (including clauses 14.1-14.4), the Supplier's liability shall not be limited in any way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by Applicable Law.
  4. This clause 14 shall survive the termination or expiry of the Agreement.
  1. Suspension
  1. The Supplier may suspend the Customer's access to the Services if: (a) the Supplier reasonably suspects that there has been a serious misuse of the Services; or (b) the Customer fails to pay any sums due to the Supplier by the due date for payment, and such amount remains unpaid fifteen (15) Business Days after the Customer has received notification that the payment is overdue.
  2. Where the reason for the suspension is suspected misuse of the Services, without prejudice to its rights under clause 16 (Term and termination), the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion (acting reasonably). In relation to suspensions in relation to non-payment, access to the Services will be restored promptly after the Supplier receives payment in full and cleared funds. Fees shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.
  1. Term and termination
  1. The Agreement shall come into force on the date of Order Acceptance of the first Order and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Term after which it shall automatically expire.
  2. Either party may terminate the Agreement or any Service immediately at any time by giving notice in writing to the other party if:
  1. the other party commits a material breach of the Agreement and such breach is not remediable;
  2. the other party commits a material breach of the Agreement which is not remedied within fourteen (14) Business Days of receiving written notice of such breach; or
  3. the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within fourteen (14) Business Days after the other party has received notification that the payment is overdue.
  1. Any breach by the Customer of clause 7 (Intellectual Property) or the Acceptable Use Policy shall be deemed a material breach of the Agreement which is not remediable.
  2. On termination or expiry of the Agreement for any reason:
  1. all licences granted under the Agreement shall immediately terminate (unless the relevant clause is stated to survive expiry and/or termination of the Agreement);
  2. the Customer shall (and shall procure that each Authorised User and Authorised Affiliate shall) (i) stop using the Services, and (ii) destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them);
  3. the Supplier may invoice for, and the Customer shall be immediately liable for, Fees in relation to Services performed but not yet invoiced at the date of termination; and
  4. any 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.
  1. Changes to services and terms
  1. With the exception of the Order, the Supplier may at its absolute discretion make, and notify the Customer of, Updated versions of these Master Customer Terms, the Service Terms, the Service Level Agreement, the Data Protection Addendum, the Acceptable Use Policy, and any other document scheduled to or referred to by these Master Customer Terms from time to time, by notifying the Customer of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which the Supplier elects (an 'Update Notification').
  2. The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date ten (10) Business Days after the date of the Update Notification in respect of such revised document(s) (the 'Update') (or at a later date if specified).
  3. In the event that the Customer reasonably believes that any Update materially impacts it negatively in any manner, it may by notice elect to terminate the Agreement in respect of all impacted Services provided it exercises such right prior to such Update taking effect pursuant to clause 17.2 on not less than five (5) Business Days' prior written notice and notifies the Supplier at the time of exercising such right of the negative impact which has caused it to exercise this right. In the event of such termination the Customer shall receive a refund of any pre-paid Fees in respect of such terminated Services.
  1. General
  1. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral. Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
  2. Fraud: Nothing in the Agreement shall limit or exclude any liability for fraud.
  3. Notices: Any notice given by a party under the Agreement shall be in writing and in English, and sent to the relevant party as follows: (a) in the case of those to the Supplier, to its registered office; and (b) in the case of those to the Customer, to any email or physical address or contact details notified in the Order. This clause 18.3 does not apply to notices given in legal proceedings or arbitration.
  4. Variation. No variation of the Agreement shall be valid or effective unless it is an Update made in accordance with the Agreement, or made in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
  5. Assignment and subcontracting. Except as expressly provided in the Agreement, the Supplier may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement. Except as expressly permitted by the Agreement, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the licence rights granted), in whole or in part, without the Supplier's prior written consent.

  1. Set off. Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

  1. No partnership or agency. The parties are independent and are not partners or principal and agent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.

  1. Severance: If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable: (a) the legality, validity and enforceability of any other provision of the Agreement shall not be affected; and (b) but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.  
  2. Waiver. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
  3. Third party rights. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
  4. Authority: Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
  5. Governing law and jurisdiction. The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).

  1. SUPPLIER-HOSTED SERVICE TERMS
  1. Services

Subject to these Supplier-hosted Service Terms, the Supplier shall:

  1. perform Implementation Services in accordance with paragraph 2;
  2. provide access to the Quix Software in accordance with paragraphs 3 and 4; and
  3. provide Support Services in accordance with paragraph 5.
  1. Implementation Services
  1. Upon Order Acceptance and subject to these Supplier-hosted Service Terms, the Supplier shall perform Implementation Services in accordance with:
  1. the relevant Order (including the timeframes and delivery dates specified therein); and
  2. the Quix Software Description.
  1. Quix Software, User Instructions, and Supplier-Provided Materials
  1. Upon Order Acceptance and subject to these Supplier-hosted Service Terms, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:
  1. use the Quix Software during Service Hours;
  2. copy and use the User Instructions as strictly necessary for its use by Authorised Users of the Quix Software; and
  3. use the Supplier-Provided Materials,

during the Term for the Permitted Purpose.

  1. The Customer acknowledges that use of the Quix Software is at all times subject to the Customer's compliance with these Supplier-hosted Service Terms and the requirements identified herein (including all minimum system requirements).
  2. The Customer acknowledges that the Services do not include:
  1. any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
  2. dedicated data backup facilities for the Customer's use (and as such the Customer should ensure it maintains at all times its own backups of all Customer Data).
  1. The Supplier may from time-to-time provide new versions or updates to the Quix Software at no additional cost to the Customer in order to:
  1. fix bugs or update security;
  2. improve general performance;
  3. enhance the features and functionality described in the Quix Software Description; or
  4. support new devices and operating systems.
  1. Authorised Users
  1. The Customer shall ensure that only Authorised Users use the Quix Software and that such use is at all times in accordance with these Supplier-hosted Service Terms. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Quix Software, the employees or contractors of the Customer or the Authorised Affiliates.
  2. Authorised User accounts cannot be shared or used by more than one individual at the same time.
  3. The Customer shall:
  1. be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
  2. only provide Authorised Users with access to the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and
  3. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under these Supplier-hosted Service Terms, including all obligations and restrictions relating to the Supplier's Confidential Information.
  1. The Customer warrants and undertakes that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate's organisation as necessary for use of the Service) their password or access details for the Quix Software.
  2. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of these Supplier-hosted Service Terms.
  3. If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable (to the extent the Customer has the technical ability to do so) any such passwords and notify the Supplier immediately.
  4. The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all Applicable Laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to the Supplier's obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services, the Customer Data and Documentation complies with all export and other laws.
  5. Paragraphs 4.3 to 4.7 (inclusive) shall survive termination or expiry of these Supplier-hosted Service Terms.
  1. Support Services
  1. The Supplier shall, for the duration of the respective Service Period, provide the Customer with the Support Services.
  2. The Supplier will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
  1. Changes to features of the Quix Software
  1. The Customer acknowledges that the Supplier shall be entitled to modify the features and functionality of the Quix Software, provided that any such modification does not materially adversely affect the use of Quix Software by Authorised Users.
  2. The Supplier may, without limitation to the generality of paragraph 6.1, establish new limits on the Quix Software (or any part), including limiting the volume of data which may be used, stored or transmitted, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. The Supplier will comply with its related obligations in the Data Protection Addendum.
  1. Warranties
  1. The Customer acknowledges that clause 5.1 of the Master Customer Terms does not apply to Free/Trial Services or to Support Services provided in connection with the same. Without prejudice to the Supplier's obligations under these Supplier-hosted Service Terms in respect of the Data Protection Laws, Free/Trial Services and Support Services provided in connection with the same are provided 'as is' and without warranty to the maximum extent permitted by law.
  2. The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
  3. The Supplier may make Non-Supplier Materials available for the Customer's use in connection with the Services. The Customer agrees that:
  1. the Supplier has no responsibility for the use or consequences of use of any Non-Supplier Materials;
  2. the Customer's use of any Non-Supplier Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Supplier Materials;
  3. the Customer is solely responsible for any Non-Supplier Materials used in connection with the Services and for compliance with all applicable third-party terms which may govern the use of such Non-Supplier Materials; and
  4. the continued availability, compatibility with the Services and performance of the Non-Supplier Materials is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Supplier Materials.
  1. The Customer acknowledges that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise):
  1. that the operation of the Quix Software shall not be subject to minor errors or defects; or
  2. that the Services (including the Quix Software) shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the relevant Documentation.
  1. Customer's responsibilities
  1. The Customer shall comply with the obligations listed in clause 6 of the Master Customer Terms (Customer's responsibilities).
  1. Intellectual property
  1. Except as expressly stated in an Order, the Supplier has no obligation to deliver any copies of any software to the Customer in connection with these Supplier-hosted Service Terms or the Services.
  2. This paragraph 12 shall survive the termination or expiry of these Supplier-hosted Service Terms.
  1. Customer Data
  1. Subject to clause 8 of the Master Customer Terms (Open-source software), Customer Data shall at all times remain the property of the Customer or its licensors.
  2. Except to the extent the Supplier has direct obligations under the Data Protection Laws, the Customer acknowledges that the Supplier has no control over which Customer Data is hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all Applicable Laws and Intellectual Property Rights.
  3. If the Supplier becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or any part of these Supplier-hosted Service Terms the Supplier shall have the right to delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful the Supplier shall notify the Customer before taking such action.
  4. Except as otherwise expressly agreed in these Supplier-hosted Service Terms, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Term. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer's and Authorised Affiliates' businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User's needs) and extracts it from the Quix Software prior to the termination or expiry of these Supplier-hosted Service Terms or the cessation or suspension of any of the Services.
  5. Unless otherwise set out in the Order, or subsequently agreed by the parties in writing, the Customer acknowledges and agrees that the Supplier may, immediately following the end of the provision of the Services (or any part) relating to the processing of the Customer Data, securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it), except to the extent that any applicable Data Protection Laws require the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with these Supplier-hosted Service Terms.
  6. The Customer shall remove or anonymise any Personal Data present in the Customer Data prior to inputting any Customer Data into the Quix Software. If the Customer chooses to anonymise the Personal Data (rather than remove it), such anonymisation shall be to such an extent that the Supplier cannot reidentify the Personal Data, and the Customer shall ensure that no keys or any other means of reidentification are made available to the Supplier, whether via the Quix Software or otherwise.
  7. If and to the extent that the Supplier does process any Personal Data on behalf of the Customer, each party will comply with their respective obligations under the Data Protection Addendum and the Data Protection Laws.
  8. If and to the extent that the Supplier processes any Personal Data:
  1. of data subjects falling into the categories listed in paragraph 1.4(a) of the Annex to the Data Protection Addendum; and
  2. for the purposes listed in paragraph 1.5 of the Annex to the Data Protection Addendum,

(as notified by the Customer from time-to-time), then the Supplier will be the sole data controller in respect of such processing, and will process such Personal Data in accordance with its privacy notice and the Data Protection Laws.

  1. Renewals
  1. Unless the Order specifies that there shall be no automatic renewals, and subject to paragraph 11.2, on expiry of the Service Period indicated in the Order for each Subscribed Service the Service Period shall continue and automatically renew for the Renewal Period. This paragraph 11.1 shall not apply in respect of Free/Trial Services (which shall not renew unless otherwise expressly stated in the Order).
  2. If either party wishes for the provision of the Subscribed Service to expire at the end of the Service Period or a Renewal Period, it may serve notice at least thirty (30) days prior to the end of the Service Period or that Renewal Period. If notice is not served within the timeframes set out in this paragraph 11.2, the Subscribed Service shall renew in accordance with paragraph 11.1.
  3. The Supplier may terminate or suspend the provision of Free/Trial Services (and all related Support Services) at any time with or without notice.


  1. SELF-HOSTED SERVICE TERMS
  1. Services
  1. Subject to these Self-hosted Service Terms, the Supplier shall:
  1. perform Implementation Services in accordance with paragraph 2;
  2. provide the Quix Software in accordance with paragraphs 3 and 4; and
  3. provide Support Services in accordance with paragraph 5.
  1. Implementation Services
  1. Upon Order Acceptance and subject to these Self-hosted Service Terms, the Supplier shall perform Implementation Services in accordance with:
  1. the relevant Order (including the timeframes and delivery dates specified therein); and
  2. the Quix Software Description.
  1. The Supplier shall deliver the Quix Software to the Customer in the manner and on the date specified in the Order. The Supplier shall notify the Customer when the Quix Software is ready to be downloaded and will provide all reasonable instructions, including any necessary activation codes or licence keys.
  2. Unless otherwise agreed in an Order, the Customer shall be responsible for installing the Quix Software in accordance with the instructions provided by the Supplier.
  1. Quix Software, User Instructions, and Supplier-Provided Materials
  1. Upon Order Acceptance and subject to these Self-hosted Service Terms, the Supplier grants the Customer a non-exclusive, non-transferable, personal right to:
  1. install and use the Quix Software;
  2. copy and use the User Instructions as strictly necessary for its use by Authorised Users of the Quix Software; and
  3. use the Supplier-Provided Materials,

during the Term for the Permitted Purpose.

  1. In respect of the rights granted in paragraph 3.1(a), the Customer may sublicence only the use of the Quix Software.
  2. The Supplier shall deliver the Quix Software to the Customer in the manner and on the date specified in the Order. The Supplier shall notify the Customer when the Quix Software is ready to be downloaded and will provide all reasonable instructions, including any necessary activation codes or licence keys.
  3. Unless otherwise agreed in an Order, the Customer shall be responsible for installing the Quix Software in accordance with the instructions provided by the Supplier.
  4. The Customer acknowledges that use of the Quix Software is at all times subject to the Customer's compliance with these Self-hosted Service Terms and the requirements identified herein (including all minimum system requirements).
  5. The Supplier may from time-to-time provide new versions or updates to the Quix Software at no additional cost to the Customer in order to:
  1. fix bugs or update security;
  2. improve general performance;
  3. enhance the features and functionality described in the Quix Software Description; or
  4. support new devices and operating systems.
  1. The Customer is not obliged to install new versions or updates to the Quix Software but acknowledges that the failure to do so will have the consequences set out in any Service Level Agreement.
  1. Authorised Users
  1. The Customer shall ensure that only Authorised Users use the Quix Software and that such use is at all times in accordance with these Self-hosted Service Terms. The Customer shall ensure that Authorised Users are, at all times whilst they have access to the Quix Software, the employees or contractors of the Customer or the Authorised Affiliates.
  2. Authorised User accounts cannot be shared or used by more than one individual at the same time.
  3. The Customer shall:
  1. be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;
  2. only provide Authorised Users with access to the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorised User; and
  3. procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under these Self-hosted Service Terms, including all obligations and restrictions relating to the Supplier's Confidential Information.
  1. The Customer warrants and undertakes that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators) shall keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate's organisation as necessary for use of the Service) access details for the Quix Software.
  2. The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of these Self-hosted Service Terms.
  3. The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all Applicable Laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to the Supplier's obligations under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services, the Customer Data and Documentation complies with all export and other laws.
  4. Paragraphs 4.3 to 4.6 (inclusive) shall survive termination or expiry of these Self-hosted Service Terms.
  1. Support Services
  1. The Supplier shall, for the duration of the respective Service Period, provide the Customer with the Support Services.
  2. The Supplier will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
  1. Warranties
  1. The Customer acknowledges that clause 5.1 of the Master Customer Terms does not apply to Free/Trial Services or to Support Services provided in connection with the same. Without prejudice to the Supplier's obligations under these Self-hosted Service Terms in respect of the Data Protection Laws, Free/Trial Services and Support Services provided in connection with the same are provided 'as is' and without warranty to the maximum extent permitted by law.
  2. The Supplier may make Non-Supplier Materials available for the Customer's use in connection with the Services. The Customer agrees that:
  1. the Supplier has no responsibility for the use or consequences of use of any Non-Supplier Materials;
  2. the Customer's use of any Non-Supplier Materials shall be governed by the applicable terms between the Customer and the owner or licensor of the relevant Non-Supplier Materials;
  3. the Customer is solely responsible for any Non-Supplier Materials used in connection with the Services and for compliance with all applicable third-party terms which may govern the use of such Non-Supplier Materials; and
  4. the continued availability, compatibility with the Services and performance of the Non-Supplier Materials is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Supplier Materials.
  1. The Customer acknowledges that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise):
  1. that the operation of the Quix Software shall not be subject to minor errors or defects; or
  2. that the Services (including the Quix Software) shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the relevant Documentation.
  1. Customer's responsibilities
  1. The Customer shall comply with the obligations listed in clause 6 of the Master Customer Terms (Customer's responsibilities).
  2. Unless otherwise stated in the Order, the Customer shall not adjust or attempt to circumvent any technical or telemetry measures (to monitor and manage the Quix Software) put in place by Supplier.
  3. The Customer must only install the number of copies of the Quix Software as set out in the Order.
  1. Customer Data
  1. Subject to clause 8 of the Master Customer Terms (Open-source software), Customer Data shall at all times remain the property of the Customer or its licensors.
  2. Except to the extent the Supplier has direct obligations under the Data Protection Laws, the Customer acknowledges that the Supplier has no control over which Customer Data is hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all Applicable Laws and Intellectual Property Rights.
  3. Except as otherwise expressly agreed in these Self-hosted Service Terms, the Supplier shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Term. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer's and Authorised Affiliates' businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User's needs) and extracts it from the Quix Software prior to the termination or expiry of these Self-hosted Service Terms or the cessation or suspension of any of the Services.
  4. Unless otherwise set out in the Order, or subsequently agreed by the parties in writing, the Customer acknowledges and agrees that the Supplier may, immediately following the end of the provision of the Services (or any part) relating to the processing of the Customer Data, securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it), except to the extent that any applicable Data Protection Laws require the Supplier to store such Customer Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with these Self-hosted Service Terms.
  5. If and to the extent that the Supplier does process any Personal Data on behalf of the Customer, each party will comply with their respective obligations under the Data Protection Addendum and the Data Protection Laws.
  6. If and to the extent that the Supplier processes any Personal Data:
  1. of data subjects falling into the categories listed in paragraph 1.4(a) of the Annex to the Data Protection Addendum; and
  2. for the purposes listed in paragraph 1.5 of the Annex to the Data Protection Addendum,

(as notified by the Customer from time-to-time), then the Supplier will be the sole data controller in respect of such processing, and will process such Personal Data in accordance with its privacy notice and the Data Protection Laws.

  1. Renewals
  1. Unless the Order specifies that there shall be no automatic renewals, and subject to paragraph 9.2, on expiry of the Service Period indicated in the Order for each Subscribed Service the Service Period shall continue and automatically renew for the Renewal Period. This paragraph 9.1 shall not apply in respect of Free/Trial Services (which shall not renew unless otherwise expressly stated in the Order).
  2. If either party wishes for the provision of the Subscribed Service to expire at the end of the Service Period or a Renewal Period, it may serve notice at least forty-five (45) days prior to the end of the Service Period or that Renewal Period. If notice is not served within the timeframes set out in this paragraph 9.2, the Subscribed Service shall renew in accordance with paragraph 9.1.
  3. The Supplier may terminate or suspend the provision of Free/Trial Services (and all related Support Services) at any time with or without notice.


  1. SERVICE LEVEL AGREEMENT
  1. Definitions
  1. In this Schedule 3:

'Service Credits'

  1. means the credits which become due to the Customer in circumstance where the Service Levels are not achieved, as set out in paragraphs 2.1 and 6;

'Service Levels'

  1. means the service levels set out in paragraph 2.1; and

'Support Hours'

  1. means the hours set out in paragraph 5.1.
  1. Service Levels
  1. The Supplier shall provide the Services so as to meet or exceed the Service Levels set out in the table in this paragraph 2.1. The Supplier offers two levels of Support Services ('Business' and 'Premier'). The level which is to be provided by the Supplier is as set out in the Order.

Service Level type

Target Service Level (for each month)

Service Credits payable on failure to meet Service Level (for each month) – expressed as a % of the monthly Subscription Fees

Uptime

Business

Premier

99.50%

99.99%

in each case excluding planned or emergency maintenance

Business

Premier

10%

10%

Response time

From the time an issue is validly reported to the Supplier:

Business

Premier

Critical:   2 Support Hours

Urgent: 8 Support Hours

Moderate: 48 Support Hours

Minor: 120 Support Hours

Critical: 1 Support Hour

Urgent: 3 Support Hours

Moderate: 24 Support Hours

Minor: 120 Support Hours

Business

Premier

10%

10%

Instances of Service failure in respect of which the Supplier is otherwise entitled to relief under the Agreement shall not be counted for the purposes of calculating the above percentages (either as part of the number of instances achieved or the total number of instances from which the percentage of compliance is calculated).

  1. Service Levels may be added, deleted, or modified by the Supplier in accordance with clause 17 of the Master Customer Terms (Changes to services and terms), or mutually by the parties at any time during the Term in accordance with clause 18.4 of the Master Customer Terms (Variation). For the avoidance of doubt, neither party shall withhold or delay its consent to any changes to the Service Levels that are required to achieve a fair, accurate and consistent measurement of the Supplier's performance in delivering the Services.
  1. Reporting methods

All service issues shall be reported by the Customer to the Supplier via:

  1. the Supplier's dedicated Slack channel;
  2. email to support@quix.io; or
  3. for Critical issues only, telephone.
  1. Priority levels
  1. The Customer may, acting reasonably, initially allocate the priority level of a service issue. The Supplier may, provided it acts reasonably, reallocate the service issue to a lower priority level at its discretion.
  2. The priority levels are as follows:
  1. Critical: total system inoperability;
  2. Urgent: partial system inoperability (e.g. certain core functionality is totally inaccessible or inoperable).
  3. Moderate: a core function is impaired but such impairment does not constitute a critical or urgent issue.
  4. Minor: anything not falling into the above categories.
  1. Support Hours
  1. The Supplier is only obligated to provide responses during the following Support Hours:

Priority level of service issue

Business

Premier

Critical

24 hours a day, 7 days per week, 365 days per year

24 hours a day, 7 days per week, 365 days per year

Urgent

9am – 5pm (UK time), 7 days per week, 365 days per year

24 hours a day, 7 days per week, 365 days per year

Moderate

9am – 5pm (UK time), Monday to Friday, excl. public holidays

24 hours a day, 7 days per week, 365 days per year

Minor

9am – 5pm (UK time), Monday to Friday, excl. public holidays

9am – 5pm (UK time), Monday to Friday, excl. public holidays

  1. Service Credits
  1. If the Supplier fails to meet or exceed a Service Level, the Customer shall be entitled to a Service Credit in accordance with the provisions of this paragraph 6.
  2. Service Credits shall be applied as a deduction against the Customer's next invoice or, if there are insufficient charges from which to deduct, shall be paid to the Customer within 30 days.
  3. The amount of Service Credits credited (and/or paid) to the Customer with respect to all Service Level defaults occurring in a single month under the Agreement shall not exceed:
  1. for failure to meet or exceed uptime: a maximum of five (5) days' worth of Subscription Fees; and
  2. for failure to meet or exceed response times for critical and urgent issues: a maximum of five (5) days' worth of Subscription Fees.
  1. The Supplier shall not charge the Customer for any work carried out by it in connection with remedying a Service Level default.
  2. Where a sum is expressed to be payable as a Service Credit the parties agree that:
  1. the Customer has a legitimate interest in ensuring that it can recover losses suffered as a result of the Supplier's failure to meet the relevant Service Level; and
  2. the Service Credits set out in the Agreement are not out of all proportion to such interest.
  1. Any Service Credits that are deducted and/or paid are not to be taken into account for the purposes of the limitation of liability provisions set out in clause 14 of the Master Customer Terms (Limitation of liability).
  2. Unless the Supplier persistently fails to meet or exceed the Service Levels set out in this Schedule, the right to receive Service Credits constitutes the Customer's sole and exclusive remedy for the Supplier's failure to meet or exceed the Service Levels.
  1. Exclusions
  1. The Supplier shall be relieved of its liability in respect of any failure to provide the Services to the Service Levels if, and to the extent that, such failure is attributable to any of the following:
  1. a failure by the Customer to observe any of its obligations under the Agreement; or
  2. Force Majeure.
  1. Reporting
  1. The Supplier shall monitor its performance against the Service Levels and, within ten (10) Business Days after the end of each month, shall prepare and submit to the Customer a report showing in detail its performance against the Service Levels in that previous month.
  2. The Supplier shall, at the Customer's request, provide details of its performance against the Service Levels more frequently than monthly if the Customer, acting reasonably, has a concern as to service quality or any other aspect of the Supplier's performance of the Agreement.

  1. DEFINITIONS AND INTERPRETATION
  1. In the Agreement:

'Applicable Law'

  1. 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;

'Acceptable Use Policy'

  1. 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;

'Affiliate'

  1. 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;

'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'

  1. 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;

'Authorised Users'

  1. means the users authorised by the Customer to use the Quix Software in accordance with the terms of the Agreement;

'Business Day'

  1. means a day other than a Saturday, Sunday or bank or public holiday in England;

'Code Samples'

  1. has the meaning given to it in clause 8.1 of the Master Customer Terms;

'Customer'

  1. means the legal person whose name and particulars are set out in an Order;

'Customer Data'

  1. 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;

'Customer Systems'

  1. 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);

'Customer-Provided Materials'

  1. means all of the Materials provided or made available by or on behalf of the Customer;

'Customer's Confidential Information'

  1. 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;

'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'

  1. means as applicable and binding on the Customer, the Supplier and/or the Services:
  1. in the United Kingdom:
  1. the Data Protection Act 2018; and

  1. the GDPR, and/or any corresponding or equivalent national laws or regulations;

  1. 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
  2. any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time;

'Documentation'

  1. 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;

'Feedback'

  1. has the meaning given to it in clause 7.9 of the Master Customer Terms;

'Fees'

  1. means the Implementation Fee, Subscription Fee, and any other amounts payable by the Customer to the Supplier under the Agreement;

'Force Majeure'

  1. 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;

'Free/Trial Service'

  1. 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);

'GDPR'

  1. the General Data Protection Regulation, Regulation (EU) 2016/679;

'GPL'

  1. has the meaning given to it in clause 8.4 of the Master Customer Terms;

'Implementation Fee'

  1. means the fees payable by the Customer in consideration of the Implementation Services, as set out in the Pricing Terms;

'Implementation Services'

  1. means the implementation and set-up services and deliverables specified in a relevant Order;

'Intellectual Property Rights'

  1. 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;

'IP Claim'

has the meaning given to it in clause 10.1 of the Master Customer Terms;

'Master Customer Terms'

  1. 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;

'Materials'

  1. means all equipment, services, data, information, content, Intellectual Property Rights, websites, software and other materials provided in connection with the Services;

'month'

  1. means a calendar month;

'Non-Supplier Materials'

  1. 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;

'Order'

  1. 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;

'Order Acceptance'

  1. 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;

'Order Form'

  1. 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);

'Permitted Downtime'

  1. means:
  1. scheduled maintenance which the Supplier shall use reasonable endeavours to undertake from 2am to 6am (UK time);
  2. emergency maintenance; or
  3. downtime caused in whole or part by Force Majeure.

'Permitted Purpose'

  1. 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:
  1. 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;
  2. 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));
  3. 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
  4. attempting to reverse engineer, observe, study or test the functioning of or decompile the Services (or any part),
  1. except as expressly permitted under the Agreement;

'Personal Data'

  1. has the meaning given in the Data Protection Addendum;

'Pricing Terms'

  1. 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;

'Proposal'

  1. 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;

'Protected Data'

  1. has the meaning given in the Data Protection Addendum;

'Quix Software'

  1. 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;

'Quix Software Description'

  1. has the meaning given to it in the definition of 'Documentation';

'Relief Event'

  1. means any breach of the Agreement by the Customer, or any Force Majeure;

'Renewal Period'

the period of renewal as set out in the Order;

'Self-hosted Services Terms'

  1. 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;

'Service'

  1. 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;

'Service Hours'

  1. means 24 hours a day, seven days a week excluding Permitted Downtime;

'Service Level Agreement'

  1. 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;

'Service Period'

  1. 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;

'Service Terms'

  1. means the Supplier-hosted Service Terms or the Self-hosted Service Terms (as applicable, pursuant to clause 3.1 of the Master Customer Term);

'Subscribed Services'

  1. 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);

'Subscription Fee'

  1. 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;

'Supplier'

  1. 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;

'Supplier-hosted Service Terms'

  1. 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;

'Supplier-Provided Materials'

  1. 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;

'Supplier's Confidential Information'

  1. 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;

'Supplier's Standard Pricing Terms'

  1. means the Supplier's standard pricing terms for each part of the Services, as amended by the Supplier from time to time;

'Support Services'

  1. 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;

'Term'

  1. 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;

'Update'

  1. has the meaning given in clause 17.2 of the Master Customer Terms, and 'Updated' shall be construed accordingly;

'Update Notification'

  1. has the meaning given in clause 17.1 of the Master Customer Terms;

'Usage Limits'

  1. 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;

'User Instructions'

has the meaning given to it in the definition of 'Documentation'; and

'VAT'

  1. 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.
  1. In the Agreement, unless otherwise stated:
  1. the table of contents, recitals section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;
  2. the Supplier and the Customer are together the 'parties' and each a 'party', and a reference to a 'party' includes that party's successors and permitted assigns;
  3. words in the singular include the plural and vice versa;
  4. any words that follow 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
  5. a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form (including email);
  6. a reference to specific legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made as at the date of the Agreement under that legislation; and
  7. a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
  1. In the event of any conflict in respect of any provisions of the Agreement and/or the documents referred to therein, the following order of priority shall prevail (in descending order of priority): the Order; the Service Terms; the Data Protection Addendum; the Acceptable Use Policy; the Service Level Agreement; the Master Customer Terms; and the Documentation.
  2. Subject to the order of priority between documents in paragraph 3, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
  3. Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws as generally applicable to businesses and to providers of software solutions and/or software-as-a-service solutions. Such obligations shall not be construed to create any obligation on the Supplier (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

  1. DATA PROTECTION ADDENDUM
  1. Definitions
  1. In this Data Protection Addendum defined terms shall have the same meaning, and the same rules of interpretation shall apply, as in the remainder of the Agreement. In addition, in this Data Protection Addendum the following definitions have the meanings given below:

'Personal Data'

has the meaning given to that term in Data Protection Laws;

'Protected Data'

means Personal Data in the Customer Data;

'controller', 'processor', 'personal data breach', 'data subject', and 'processing'

have the meanings given to these terms in the GDPR.

  1. Roles
  1. Each of the parties acknowledges and agrees that for the purposes of the Data Protection Laws the Customer is the controller and the Supplier is the processor in relation to any processing by the Supplier of any Protected Data.
  1. The Supplier's obligations in relation to processing Protected Data
  1. The Supplier will:
  1. process the Protected Data only in accordance with the Customer’s written instructions from time to time; or as otherwise required by law;
  2. immediately notify the Customer if the Supplier believes any of the Customer’s instructions relating to processing Protected Data breaches any Data Protection Laws;
  3. only disclose the Protected Data to, and ensure that access to the Protected Data is limited to, those of its personnel who are bound by confidentiality obligations in relation to the Protected Data;
  4. not transfer any Protected Data to an international organisation or any country (other than the United Kingdom) outside the European Union;
  5. implement appropriate technical and organisational, as set out in Article 28(3)(c) GDPR, to ensure a level of security appropriate to the data security risks presented by processing the Protected Data;
  6. not subcontract the processing of any Protected Data without the consent of the Customer;
  7. take appropriate technical and organisational measures to assist the Customer in fulfilling the Customer’s obligations to respond to any request by any data subject to exercise any data subject right under the Data Protection Laws;
  8. at the Customer’s request, assist the Customer in complying with the Customer’s obligations pursuant to the Data Protection Laws to:
  1. implement appropriate technical and organisational measures to ensure appropriate security of processing;
  2. notify personal data breaches to the regulator and the relevant data subjects;
  3. carry out a data protection impact assessment; and/or
  4. consult with the regulator before processing if any data protection impact assessment indicates processing would result in a high risk in the absence of mitigating measures; and
  5. at the Customer’s request, make available to the Customer all information required to demonstrate the Supplier’s compliance with the Agreement and on reasonable notice allow the Customer, its statutory and regulatory auditors access to such information as the Customer may require in order to verify the Supplier’s compliance with its obligations in relation to data processing under the Agreement.
  1. Upon termination or expiry of the Agreement for any reason, the Supplier shall:
  1. at the Customer’s option, delete or return to the Customer all Protected Data; and
  2. delete all copies of the Protected Data except insofar as the Supplier reasonably considers it is required by law to continue to store such copies.
  1. Customer obligations
  1. The Customer will reimburse the Supplier for any costs reasonably incurred by the Supplier in performing its obligations under this Data Protection Addendum, in each case except to the extent that such costs were incurred as a result of any breach by the Supplier of any of its obligations under this Data Protection Addendum.
  2. The Customer represents, warrants and undertakes to the Supplier that the Customer has obtained the Protected Data in accordance with the Data Protection Laws and has provided (or will provide) all necessary notices to data subjects whose personal data comprises part of the Protected Data; and it has (or will at the required time have) one or more valid grounds for the Supplier’s processing of the Protected Data in accordance with the Agreement so that the Supplier’s processing of the Protected Data in accordance with the Agreement complies with the Data Protection Laws.
  3. The types of Protected Data, categories of data subject to whom it relates, and the subject matter, duration, nature and purposes of the processing to be carried out under the Agreement are set out in the Annex to this Data Protection Addendum.

Annex to the Data Protection Addendum

  1. Description of data processing
  1. The subject matter and duration of the processing of the Protected Data: The processing of Protected Data will be carried out in order to properly provide the Customer and its Authorised Users with access to the Services and for the Supplier to perform its obligations as set out in the Agreement.
  2. The processing will continue for the Term.
  3. Description of the types of personal data: Names (first name and surname), business email addresses, telephone number(s), business address, job title.
  4. A description of the categories of data subjects:
  1. employees, agents, contractors, subcontractors and other personnel of the Customer; and
  2. Customer’s clients, Customer’s suppliers and other business contacts.
  1. The nature and purpose of the processing of the Protected Data: The Protected Data will be used for the purposes of:
  1. setting up, providing and monitoring the Services;
  2. providing technical support;
  3. setting up user profiles;
  4. temporary storage and back-up; and
  5. payment processing.

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