Terms of Service

PLEASE READ THIS LICENCE CAREFULLY. BY USING THE SERVICES, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENCE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENCE RESTRICTIONS IN CLAUSE 3, LICENSOR OBLIGATIONS IN CLAUSE 6, AND LIMITATION OF LIABILITY IN CLAUSE 8. YOU AGREE THAT THIS LICENCE IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS LICENCE IS ENFORCEABLE AGAINST YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MAY NOT USE THE SERVICES.

This end user licence agreement (Licence) is a legal agreement between you (Licensee, you or your) and Cloud Contracts 365 Ltd, incorporated and registered in England and Wales with company number 14888628 whose registered office address is at The Lodge on the Common, London Road, Tunbridge Wells, Kent, TN2 5BF, England (Licensor, us or we) for use of the:

• contract reader, contract manager or contract builder services or such equivalent named services (as described in the Documentation), the data supplied, and the associated media including any updates (together the Services); and

• printed materials and online electronic documentation and literature as provided by the platform and website, including any technical manuals, training materials, specifications or other documentation applicable to the Services and made available to you by Licensor or a Reseller (Documentation).

We, or an authorised Reseller, license use of the Services and Documentation to you on the terms set out herein.

In either event, you agree to the terms of this Licence as a condition of the provision of the Services.

You acknowledge that we may update the terms and conditions of this Licence from time to time and that it is your responsibility to check any updates. Any changes made to this Licence shall be incorporated into the terms and conditions of the licence granted to you.

A reference to writing or written includes email.

Agreed terms

1. Provision of the Services

   1. Licensor will provide the Services materially in accordance with this Licence and the Documentation.

2. Grant and scope of Licence

   1. Subject to Licensee's continuous compliance with this Licence and payment of the applicable Licence Fee (unless the Licensee is using a Free Trial or Freemium Service), and except as otherwise set out in this Licence, Licensor grants Licensee a non-exclusive, non-transferable, and limited licence to use the Services and the Documentation in the Territory during the Licence Term (unless earlier terminated in accordance with the terms of this Licence) for its own internal business purposes.
   2. Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Services provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Services.
   3. The Licensee may, subject to prior written consent of the Licensor, perform any of its obligations or exercise any of its rights under this Licence through any contractor or agent or any affiliate or its contractor or agent provided that:
      1. any act or omission of any such person shall be deemed to be the act or omission of the Licensee; and
      2. any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this Licence shall apply in aggregate to all claims brought by the Licensee and its affiliates.
   4. Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Services, Licensor shall at the Licensee’s written request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non-interference as Licensor may propose).
   5. The Licensee shall:
      1. take all necessary steps to ensure and procure that its affiliates will also ensure that its (or the affiliates where applicable) employees, agent, suppliers, third parties or subcontractors abide by the terms of this Licence. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from any liability arising from the Licensee’s or its affiliates’ employees, agents, suppliers, third parties and subcontractors failure to comply with the terms of this Licence;
      2. comply with the Documentation; and
      3. with reference to the contract manager service, use such service expressly in accordance with the Fair Use Policy set out at Schedule 3 as such policy is updated and amended from time to time.
   6. Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Services which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially adversely affect the quality or performance of the Services.

3. Restrictions

   1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
      1. not to copy the Documentation except as reasonably necessary for your permitted use and further provided that all such copies shall bear the original and unmodified copyright, and other intellectual property markings that appear thereon;
      2. not rent, lease, sell, sublicense, assign or transfer your rights to use the Services;
      3. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the software which forms part of the Services nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Services with another software program, and provided that the information obtained by you during such activities:
         1. is used only for the purpose of achieving inter-operability of the Services with another software program;
         2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
         3. is not used to create any software which is substantially similar to the Services.
      4. not to modify, port, adapt, or translate the Services or the Documentation;
      5. to include our copyright notice on all entire and partial copies you make of the Documentation on any medium;
      6. to notify your employees, affiliates, and agents who may have access to the Services of the restrictions contained in this Licence and to ensure their compliance with these restrictions; and
      7. to comply with all applicable technology control or export laws and regulations.
4. You may, in accordance with your identified membership level, set out in the Order:
   1. use the Service (as updated from time to time) and the Documentation for your internal business purposes only;
   2. use any Documentation in support of the use permitted under Clause 3.1 (a) and make copies of the Documentation as are reasonably necessary for its lawful use.

Free Trial and Freemium Service

1. If the Licencee registers for a Free Trial of the Services, the Free Trial shall be for the period listed under the Free Trial (Free Trial Term) unless otherwise terminated in accordance with the terms of this Licence.
2. At the end of the Free Trial Term, unless the Licensee gives the Licensor notice to terminate the Licence, the Licensee's use of the Services will move to the Freemium Service which will continue until the Licensee or Licensor terminates the Freemium Service.
3. To the fullest extent permitted under applicable laws, the Licensor reserves the right to reduce the Free Trial Term or Freemium Service, or end them altogether without prior notice.
4. The version of the Licence that is available for the Free Trial or Freemium Service may not allow the Licensee access to all features or functions of a regular Licence and the Licensor reserves the right to amend, modify and alter the extent of the features or functions available to the Licensee at any time.
5. The Licensee accepts that any data it inputs into the Services may be lost at the end of the Free Trial and/or Freemium Service if it does not;
   1. Purchase a Licence for the Services that offers either the equivalent or greater extent of the Services to that included in the Free Trial or Freemium Service (as applicable); or
   2. Export its data before the end of the Free Trial or Freemium Service.

Intellectual property rights

1. All Intellectual Property Rights in the Services and the Documentation throughout the world belong to or are licensed by us. You will take no actions which adversely affect such Intellectual Property Rights.
2. You acknowledge that you have no right to have access to the software in the Services. For the avoidance of doubt, you have the right to use the software to the extent necessary to receive the benefit of the Services but not to access the software directly for any other purpose.
3. Trade marks shall be used in accordance with accepted trademark practice, including identification of trademark owners' names. Trade marks may only be used to identify printed output produced by the Services, and such use of any trade mark does not give you any right of ownership in that trade mark.
4. Subject to clause 4.5, the Licensor shall defend and indemnify the Licensee up to a maximum of £5000 in the aggregate against all damages, costs, liabilities, expenses and settlement amounts finally awarded against the Licensee in connection with any claim or action by any third party alleging that the Intellectual Property provided under this Licence, with no input or direction or instruction from the Licensee, directly infringes any Intellectual Property Rights registered in the country in which the Licensor is providing Services.
5. Liability under the above indemnity is conditional on the Licensor discharging the following obligations:
   1. if any third party makes a claim, or notifies an intention to make a claim, against the Licensee which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Licensee shall:
      1. as soon as reasonably practicable, give written notice of the Claim to the Licensor, specifying the nature of the Claim in reasonable detail;
      2. not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed);
      3. give the Licensee and its professional advisers access at reasonable times (on reasonable prior notice) to its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; and
      4. be deemed to have given to the Licensor sole authority to avoid, dispute, compromise or defend the Claim.
6. If a Claim is brought or in the reasonable opinion of the Licensor is likely to be made or brought, the Licensor may at its own expense and option ensure that the Licensee is still able to use the Services by either:
   1. modifying any or all of the provisions of the Services without materially reducing the performance and functionality of any or all of the Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Licensee, such acceptance not to be unreasonably withheld, qualified, or delayed; or
   2. procuring a licence or permission to use the Licence on terms which are acceptable to the Licensee, such acceptance not to be unreasonably withheld, qualified, or delayed.
7. Except to the extent that the Licensor should reasonably have known or advised the Licensee the foregoing provisions of clause 4.6, the Licensor shall have no obligation or liability for any Claim in the event that Licensee uses any of Licensor's Intellectual Property Rights outside the scope of the licence granted herein.
8. This clause 5 sets out the entire liability of the Licensor with respect to any Claims in relation to any Documentation, Services or any other materials supplied by the Licensor (or its Resellers), or use thereof, and the Licensor shall have no additional liability with respect to any alleged or proven infringement.
9. The Licensor shall not indemnify nor be held liable to the Licensee for any payment made by the Licensee in settlement or compromise of any Claim against the Licensee.
10. The Licensee shall fully pay and indemnify the Licensor and hold it harmless on demand, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by Licensor, arising by reason of claims that the Licensee or its affiliate or any of its or their end users modify, alter, replace combine with any other data, code, documents or other software, which alters the Services and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. This indemnity shall survive the expiration or termination of this Licence.
11. The Licensee is solely responsible for any content that it loads into or creates within Service. The Licensee agrees, at its sole cost and expense, to indemnify, defend and hold the Licensor (and its Resellers) harmless from and against any claims, losses or settlement arrangements arising out of or in connection with: (i) any such content, or any loss or corruption thereof or (ii) any access to the Service by a non-authorised personnel.

Confidentiality Obligations  

1. 1. Confidential Information means information designated by the party disclosing such information (Disclosing Party) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. Licensee's Confidential Information includes Licensee's data. Licensor's Confidential Information includes any information related to the Services and its performance, functionality, and reliability. Confidential Information does not include information that:
      1. is or becomes generally known to the public through no fault of the party that receives such information from the Disclosing Party (Receiving Party);
      2. is in the Receiving Party’s possession prior to receipt from the Disclosing Party;
      3. is acquired by the Receiving Party from a third-party without breach of any confidentiality obligation to Disclosing Party; or
      4. is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.
   2. Confidential Information is and will remain the exclusive property of the Disclosing Party. In addition to any other obligations required of it under Clause 6 herein, the Receiving Party will:
      1. use Disclosing Party’s Confidential Information solely for the performance of the activities contemplated by this Licence;
      2. disclose such information only to its employees, agents, professional advisors and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Clause 5;
      3. protect Disclosing Party’s Confidential Information against unauthorised use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care; and
      4. upon written request, return or destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.
   3. Licensor may create aggregated, redacted, or anonymised forms of Licensee’s information which does not disclose any of the confidential information supplied by Licensee, to a third party (Anonymised Data). Anonymised Data will be used solely for Licensor’s internal development purposes.

Licensor Obligations

1. We shall ensure, using commercially reasonable endeavours that the Service will, when properly used, in accordance with the Documentation (and any written instructions from the Licensor), perform substantially in accordance with the functions described in the Documentation.
2. You must notify us in writing of any defect or fault in the Services as a result of which it fails to perform substantially in accordance with the Documentation.
3. Licensor, its affiliates, and its Reseller’s entire liability and your exclusive remedy for failure to comply with the obligations at 7.1 shall be, at Licensor’s option, either:
   1. to fix the Services, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault; or
   2. a refund of a pro-rata portion of the Licence Fee paid for the applicable Service in respect of the period from the date of such defect or fault.
4. These obligations do not apply if:
   1. the Service has been altered, except by Licensor or its authorised representative,
   2. the defect or fault in the Service results from Licensee, or any of its affiliates, having used it in breach of the terms of this Licence or
   3. failure of the Service has resulted from an accident, abuse, misapplication, abnormal use, a Trojan horse, a virus, or any other malicious external code or force majeure.
5. Licensee acknowledges that the Service has not been developed to meet Licensee’s individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions as described in the Documentation meet your requirements. The Licensee waives any and all liability in relation to this clause 7.5.
6. Licensor does not warrant that the operation of the Service will be uninterrupted or error free.
7. The foregoing obligations and remedies state the sole and exclusive remedies for Licensor, its affiliates, or Resellers’ breach of warranty. Licensor, its affiliates, or Resellers do not and cannot warrant the performance or results you may obtain by using the Services.

Exclusions

1. Except for any warranties expressly set forth in this Licence, the Services are provided on an “as is” basis, and the Licensee’s use of the Services is at its own risk.
2. Except for the foregoing limited warranties under this Licence, and for any warranty, condition, representation or term to the extent which the same cannot or may not be excluded or limited by law, Licensor, its affiliates or Resellers make no warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters. To the maximum extent permitted by law, Licensor, its affiliates, and Resellers’ disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non-infringement, with regard to the Services and the Documentation, and the provision of or failure to provide support services.
3. The Services are not intended to provide and should not be construed as providing legal advice. The Services are not intended to be a substitute for professional legal advice. The Licensee acknowledges that it should consult qualified legal representatives regarding any legal concerns or issues. The Licensor waives any and all liability in relation to this clause 8.3.

Term and Termination

1. The term of the Licence for Free Trials or the FreemiumService is as set out in Clause 4. For the duration of the Free Trial or FreemiumService, either party may terminate the Licence immediately at any time by giving the other party written notice of the same.
2. The term of paid-for Licences shall be for an Initial Term which shall auto renew at the end of the Initial Term for consecutive twelve (12) month terms (each a “Renewal Term”) unless either party (and/or the Reseller) gives the other party ninety (90) days written notice to the other party, such notice to expire at the end of the Initial Term or a Renewal Term, as applicable.
3. This Licence may be terminated immediately:
   1. by Licensor by written notice to you if you and/or any of your affiliates breach the terms of this Licence which you fail to remedy (if remediable) within ten (10) days after the service of written notice requiring you to do so and immediately if the breach becomes irremediable;
   2. by Licensor or its Reseller if you fail to pay any portion of the applicable Licence Fee and you fail to cure that payment breach within thirty (30) days of written notice;
   3. by Licensor or its Reseller if you fail to pay any portion of the applicable Licence Fee and you fail to cure that payment breach within thirty (30) days of written notice;
   4. by either party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
   5. by either party if the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
4. If the Licensor exercises its rights under clause 9.3 then without prejudice to any other right or remedy available to the Licensor, the Licensor shall be entitled to cancel or suspend the supply of the Services without any liability.
5. Upon termination for any reason:
   1. all rights granted to you under this Licence shall cease;
   2. you must cease all activities authorised by this Licence;
   3. you must immediately destroy or return to us (at our option) all copies of the Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so;
   4. pay for all remaining amounts owing (in accordance with clause 10.2) to the Licensor including any applicable interest and in respect of the Licences supplied but for which no invoice has yet been submitted, the Licensor shall submit an invoice, which shall be payable by the Licensee immediately on receipt; and
   5. comply with any other reasonable request from us.
6. Termination under this Licence shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Licence that existed at or before the date of termination.
7. The terms and conditions set forth in Clauses 3, 4, 6, 8, 10, 13 and 14 shall survive termination as applicable.

Limitation of Liability

1. This Clause 10 sets out the entire financial liability of each party (including any liability for the acts or omissions of its affiliates, employees, agents and subcontractors) in respect of any breach of this Licence and any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
2. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
   1. loss of profits, sales, business, or revenue;
   2. wasted expenditure;
   3. business interruption;
   4. loss of anticipated savings;
   5. loss or corruption of data or information;
   6. loss of business opportunity, goodwill or reputation;
   7. any special, indirect or consequential loss, damage, charges or expenses; or
   8. loss or damage suffered by the Licensee as a result of any action brought by a third party (save for any action brought by a third party that are covered by the indemnity in clause 5.4) even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the Licensee incurring the same.
3. Other than the losses set out in Clause 10.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £7,500. This maximum cap does not apply to Clause 10.4.
4. Nothing in this Licence shall limit or exclude either party’s liability for:
   1. death or personal injury resulting from that party’s negligence;
   2. fraud or fraudulent misrepresentation;
   3. any other liability that cannot be excluded or limited by English law.

Fees and Payments

1. Licensee shall pay to Licensor, its affiliates, or its Reseller as applicable, the Licence Fee and other charges and expenses without right of deduction or set-off as set out in the Order.
2. The Services are provided to you for the Licence Term and whether you have agreed to pay the Licence Fee monthly or annually, the minimum period in respect of which each Licence Fee is payable is for the Initial Term and the Renewal Term (if applicable).As such in the event of termination for any reason you will remain liable for the remaining term and its full Licence Fee, the full balance of which (where your payment frequency is monthly) shall become immediately due and payable on the date of termination, and the Licensee shall not be entitled to any refund (where your payment frequency is annual in advance).
3. The Licence Fee shall be payable in United Kingdom pound sterling unless otherwise agreed in writing and shall be payable either annually or monthly, as selected by the Licensee when submitting the applicable Order. The Payment Portal will set out when each payment is due. In the event the Licensee pays by direct debit, the details of such direct debit payments shall be set out in the Order. Licensee shall manage its payments via the Payment Portal.
4. Should you purchase this Licence from a Reseller, this Licence is contingent upon payment of the applicable Licence Fee by the Reseller to the Licensor.In the event that the Reseller fails to make payment of such Licence Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Service. You agree to hold Licensor harmless for any such suspension or termination of the Licence.Any and all of your remedies for the suspension or termination of the Service for failure to make payment of the applicable Licence Fee by Reseller will be solely against Reseller.
5. All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice.
6. Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the Licence, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form.
7. Without prejudice to any other remedy that the Licensor may have, if payment of the Licence Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Supplier may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above National Westminster Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.
8. The Licensor reserves the right to increase the Licence Fee on an annual basis with effect from each anniversary of the date of the Order in line with the percentage increase in the Retail Prices Index (“RPI”) in the preceding twelve (12) month period.
9. The Licensor reserves the right to increase the Licence Fee on an annual basis with effect from each anniversary of the date of the Order above RPI by giving the Licensee 30 days’ written notice before a Renewal Term. In the event the Licensee does not wish to accept such increase, the Licensor shall have the right to terminate the use of the Services at the time of the Renewal Term.

Data Protection

1. Both parties will comply with all applicable requirements of the Applicable Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Applicable Data Protection Legislation, the Licensor is the Processor and the Licensee is the Controller. Schedule 2 sets out the scope, nature and purpose of processing by the Licensor, the duration of the processing and the types of personal data and categories of data subject.
3. Without prejudice to the generality of clause 12.1, the Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Licensor and/or lawful collection of the Personal Data by the Licensor on behalf of the Licensee for the duration and purposes of this Licence.
4. Without prejudice to the generality of clause 12.1, the Licensor shall, in relation to any Personal Data processed in connection with the performance by the Licensee of its obligations under this Licence:
   1. process that Personal Data only on the written instructions of the Licensee unless the Licensor is required by the Applicable Data Protection Legislation. Where the Licensor is relying on the Applicable Data Protection Legislation as the basis for processing Personal Data, the Licensor shall promptly notify the Licensee of this before performing the processing required by the Applicable Data Protection Legislation unless such Applicable Data Protection Legislation prohibits the Licensor from so notifying the Licensee;
   2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
   3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
   4. not transfer any personal data outside of the UK unless the following conditions are fulfilled (and the Licensee hereby consents to transfers on this basis):
      1. the Licensee or the Licensor has provided appropriate safeguards in relation to the transfer;
      2. the data subject has enforceable rights and effective legal remedies; and
      3. the Licensor complies with its obligations under the Applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
   5. assist the Licensee, at the Licensee’s cost in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
   6. notify the Licensee without undue delay on becoming aware of a Personal Data Breach;
   7. at the written direction of the Licensee, delete or return Personal Data and copies thereof to the Licensee on termination of the Licence unless required by the Applicable Data Protection Legislation to store the personal data; and
   8. maintain complete and accurate records and information to demonstrate its compliance with this clause 11and allow for audits by the Licensee or the Licensee's designated auditor. Such audits shall be on reasonable written notice (at least 4 weeks) and in accordance with Licensor’s security requirements and policies. Audits of compliance with data protection obligations are limited to no more than once per year unless the Licensee has genuine reason to believe that the Licensor is in material breach of this clause 12 or can demonstrate that it requires copies of applicable documentation to comply with the Applicable Data Protection Legislation or the requirements of the applicable regulatory authority. In such case the Licensee shall act reasonably in relation to any audit request, and in a manner which results in the minimum of inconvenience to the Licensor; and
   9. immediately inform the Licensee if, in the opinion of the Licensor, an instruction infringes the Applicable Data Protection Legislation.
5. The Licensee hereby provides its prior, general authorisation for the Licensor to:
   1. appoint processors to process the Personal Data provided that the Licensor:
      1. shall ensure that the terms on which it appoints such processors comply with the Applicable Data Protection Legislation, and are consistent with the obligations imposed on the Licensor in this clause 12;
      2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Licensor; and
      3. shall inform the Licensee of any intended changes concerning the addition or replacement of the sub processors;
   2. transfer Personal Data outside of the UK as required for the Purpose, provided that the Licensor shall ensure that all such transfers are effected in accordance with the Applicable Data Protection Legislation. For these purposes, the Licensee shall promptly comply with any reasonable request of the Licensor, including any request including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or to enter into an international data transfer agreement adopted by the UK Commissioner from time to time (where the UK GDPR applies to the transfer).

Audit

1. Licensee must maintain true and accurate records related to this Licence during the Licence Term and for three (3) years thereafter (Audit Period). If an audit, litigation, or other action involving such records is initiated before the end of the Audit Period, Licensee must retain the records until all issues are resolved.
2. Licensor may, at its expense, audit Licensee’s compliance with this Licence upon thirty (30) days’ written notice. Any such audit will be conducted during the Licensee’s business hours and will not unreasonably interfere with the Licensee’s business activities. Licensee shall ensure to provide all reasonable assistance and information required to enable Licensor to determine whether the Licensee is incompliance with this Licence.
3. In the event that the audit reveals that the Licensee has underpaid amounts due under this Licence, or is not in compliance with this Licence, the Licensee shall pay such amounts within thirty (30) days from the date of the notice. Licensee shall also reimburse Licensor for all reasonable costs, fees, and expenses associated with such audit which shall be invoiced by the Licensor within a reasonable time after the audit and shall be paid in accordance with clause 11.

Electronic Signature

1. By accepting this Licence you are agreeing that you consent to transact business using electronic communications, to receive notices and disclosures electronically, and to utilise electronic signatures in lieu of using paper documents. This electronic signature service is provided on behalf of Licensors, “sending party,” who will send electronic documents, notices, disclosures or request electronic signatures from you (“Signature Platform”).
2. You are not required to receive notices or disclosures or sign documents electronically and may request paper copies of documents or disclosures if you prefer to do so. You also have the ability to download and print any open or signed documents sent to you. We may also email you a PDF copy of all agreements you sign using the Signature Platform.
3. Use of the Signature Platform requires a standards-compliant web-browser which supports the HTTPS protocol, HTML, and cookies. Viewing PDF documents requiring additional software such as Adobe Reader or similar.
4. You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent you must notify us that you wish to withdraw consent and to provide your future documents in paper format by contacting us at info@cloudcontracts365.com. After withdrawing consent if at any point in the future you proceed forward and utilise the Signature Platform you are once again consenting to receive documents electronically.

General Terms

1. We may transfer our rights and obligations under these terms to another organisation. You may only transfer your rights or your obligations under this Licence to another person if we agree in advance in writing.
2. This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
3. Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
4. Neither party will be liable for any delay in performance or failure to perform its obligations under this Licence due to any cause or event outside its reasonable control including, acts of God, epidemics or pandemics, civil or military authority, acts of war, accidents, third-party computer or communications failures, natural disasters or catastrophes, strikes or other work stoppages or any other cause beyond the reasonable control of the affected party.
5. This Licence contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any amendment will be effective on the posting of an updated version of this Licence. Any notice or other communication given under this Licence shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Licensor’s website for Licensor and the address shown in Licensor’s records for you, or such other address as the parties may designate by notice given in the manner set forth above.
6. This Licence will bind and inure to the benefit of the parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either party at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Licence. In the event of a breach or threatened breach of this Licence by either party, the other shall have all applicable equitable as well as legal remedies.
7. Each party is duly authorised and empowered to agree to this Licence. If, for any reason, any provision of this Licence is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Licence, and this Licence shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.
8. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.
9. Except where the context otherwise requires, the definitions set out in Schedule 1 to this Licence apply to the use of all capitalised terms in this Licence.

Schedule 1: Definitions 

In this Licence, the following expressions shall, except where the context otherwise requires, have the following respective meanings:

Schedule 2: Particulars of Data Processing

Schedule 3: Fair Use Policy

We would like to make the storage of your commercial contracts on our Contract Manager Service (“Service”) available to you, our clients on an unlimited basis, however we are aware that despite our best intentions this may not be entirely feasible. So, in order that we provide full transparency regarding what is and is not available to you we have put together this Fair Use Policy (FUP) which shall apply to the use of the Service.

This FUP will allow you all to make maximum use of the Service whilst allowing us to prevent excessive and/or improper use which may well cause inconvenience to our other clients.

The Service provides our customers the ability to store contracts, so that they are in one easily accessible place. However, it is not intended to be a repository for all of the documentation and emails held by our clients or to hold materials other than written documents and for this reason we set out the following:

The Service provides our customers the ability to store contracts, so that they are in one easily accessible place. However, it is not intended to be a repository for all of the documentation and emails held by our clients or to hold materials other than written documents and for this reason we set out the following:

What is not permitted?

• Making backups via your own backup tools, since we are backing up the data stored in the Service for you.
• Using the storage space of your Cloud Contracts 365 account for purposes other than storing contracts.
• Running your own crawler scripts.
• Attempting to interact with the CC 365 site or the app’s backend databases other than through the designated interfaces.
• Storing documents which do not contain solely text or which contain other unsupported formats.
• Unlimited e-signature usage or files which result in a loss or cost to us or which adversely impact the Service. In such case, we reserve the right to:
  1. review and amend the terms of use of the Service at any time; and/ or
  2. determine that any such use of the Service which we consider to be excessive or unreasonable, or which does not comply with the spirit or requirements of this FUP, to be a breach of this FUP.

As a result, we may take such action as is reasonable in the circumstances (including but not limited to charging a reasonable sum for the applicable Service; moving the Licensee to a different pricing billing option; or terminating the Licence in accordance with the Terms of Service).

Any breach of the terms of the FUP will be a breach of your contract with us. We will, however, seek to engage in discussions regarding any such misuse and hope that we can resolve the issue without incident. We do not want to prevent you from continuing to use the Service wherever possible.

This FUP is not overly restrictive and our aim is that it allows our customers to make the most of the Service whilst ensuring this is proportionate with the cost involved. This FUP will be subject to regular review and may be updated from time to time. We will notify existing customers of any material changes to this FUP.