Terms & Conditions for the supply of managed cloud
These Terms and Conditions including the Schedules ("Conditions") apply between the
individual, firm or company named in the Order (the "Customer" or "you") and
Global Host Centre Ltd., a company registered in England and Wales with company number 12621120
whose registered office is at 39 Redwood Way, Barnet, Herts. EN5 2RU (the "Supplier" or
referred to as "us/we/our").
- The following definitions and rules of interpretation apply in these Conditions:
Clause, schedule and paragraph headings shall not affect the interpretation of these
Conditions. A person includes a natural person, or corporate or unincorporated body
having separate legal personality) and that person's legal and personal representatives,
or permitted assigns. Words in the singular shall include the plural and vice versa and
to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force
time being, taking account of any amendment, extension or re-enactment, and includes any
legislation for the time being in force made under it.
A reference to writing or written includes e-mail but not faxes
Any phrase introduced by the terms including, include, in particular or any similar
shall be construed as illustrative and shall not limit the sense of the words preceding
Basis of Contract
- Acceptance Date: has the meaning given in clause 3.4.
- Assets: means any Software or other assets used by Supplier exclusively for
delivery of the Managed Service to the Customer.
- Assumed Contracts: contracts which the Supplier identifies as part of the
Service and which will be subject to the obligations of clause 3.5.
- Business Day: any day which is not a Saturday, Sunday or public holiday in
- Change of Control: the direct or indirect acquisition of either the majority
voting stock, or of all, or substantially all of the assets, of a party by another
a single transaction or a series of transactions. Cloud Commencement Date is defined
in clause 10.
- Cloud Services Conditions: the conditions for the supply of Cloud Services
set out in
- Cloud Services Fees: Fees for the use of the Cloud Services set out in clause
set out in the Order.
- Cloud Services: hosting within a cloud-based environment and any software
applications for which the Customer holds valid licences, as well as the Customer
- Commencement Date: is defined in clause 2.1.
- Confidential Information: information that is proprietary or confidential and
is either labelled as such or else which should reasonably to be considered as
because of its nature and the manner of its disclosure.
- Contract: the contract between the Supplier and the Customer for the supply
Services in accordance with these Conditions.
- Customer Data: means, in relation to Managed Service, any information which
provided by Customer to the Supplier as part of Customer's use of the Managed
Service, including any
information derived from such information, and in relation to Cloud Services means
inputted by the Customer or the Supplier on the Customer's behalf for the purpose of
the Cloud Services or facilitating the Customer’s use of the Cloud Services.
- Data Protection Legislation: means any data protection legislation from time
to time in force in the
UK, and (for so long as and to the extent that the law of the European Union has
legal effect in the
UK) the General Data Protection Regulation (EU) 2016/679) and any other directly
Union regulation relating to privacy.
- Error: non-conformance of the Managed Service to the Specification as set out
in clause 3.2.
- Fees: the fees payable to the Supplier, as described in clause 7.
- Initial Term: means the period of the Contract out in the Order, or if no
period is set out in the
Order, the period starting on the Commencement Date and ending of 3 (three) year
from the Acceptance
- Intellectual Property: means any and all intellectual property rights of any
nature anywhere in the
world, whether registered, registerable or otherwise, including patents, utility
marks, registered designs and domain names, applications for any of the foregoing,
trade or business
names, goodwill, copyright and rights in the nature of copyright, design rights,
databases, moral rights, know-how and any other intellectual property rights which
computer software, computer programs, websites, documents, information, techniques,
methods, drawings, logos, instruction manuals, lists and procedures and particulars
marketing methods and procedures and advertising literature, including the "look and
feel" of any
- Implementation Phase: means the period of 90 days following the Order being
signed by the Customer.
- Managed Service: means the Supplier's managed service described in the
- Normal Business Hours: 8.00 am to 6.00 pm local UK time on a Business Day.
- Order: means the Customer's written acceptance of the Proposal, these Terms
and Conditions and any
other terms expressly incorporated into the agreement between parties.
- Proposal: means the Supplier's written outline of the Services provided to
- Renewal Term: means a renewal period of the Contract as set out in clause
- Service Credit: means any credits payable to the Customer in accordance with
the Service Level
- Service Level Arrangement: any service level arrangements for the Managed
Service referred to or set
out in the Order.
- Services: the Set-up Service and the Managed Service and the Cloud Services.
- Set-up Service: means any due diligence, configuration and related work to be
performed by the
Supplier to set up the Managed Service or the Cloud Services.
- Set up Service Fee: means the fees for the Set up Services as set out in the
- Software: means any software used by Supplier exclusively to provide the
Services to the Customer
and either provided by the Customer (whether third party software licensed to the
software in which the Customer owns the Intellectual Property rights) (Customer
provided by the Supplier (Supplier Software).
- Specification: means the specification for the Managed Service referred to
- Supplier Equipment: any equipment made available to the Customer by the
Supplier to enable the
Customer to access the Cloud Services, including thin client computer terminals and
- Term: the term of the Contract being the Initial Term and any Renewal Term(s)
and any other renewal
or extension of the Contract pursuant to clause 15.
- The Order constitutes an offer by the Customer to purchase Services in accordance with
Conditions and the Order shall only be deemed to be accepted when the Supplier issues
acceptance of the Order at which point and on which date the Contract shall come into
- The Contract constitutes the entire agreement between the parties. The Customer
that it has not relied on any statement, promise or representation made or given by or
of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive
or advertising issued by the Supplier, and any descriptions or illustrations contained
Supplier's catalogues or brochures, are issued or published for the sole purpose of
approximate idea of the Services described in them. They shall not form part of the
have any contractual force.
- These Conditions apply to the Contract to the exclusion of any other terms that the
seeks to impose or incorporate, or which are implied by trade, custom, practice or
dealing. Any quotation given by the Supplier shall not constitute an offer and is only
a period of 20 Business Days from its date of issue.
- The Supplier shall perform the Set-up Services in accordance with any timetable set out
the Specification, provided that performance dates set out in the Order shall be
and time shall not be of the essence of the Contract.
- When the Supplier considers that the Managed Service is ready for activation he shall
the Customer. Within 5 days of such notification the Customer shall review the operation
Managed Service to confirm that it functions in material conformance with the
the Managed Service fails in any material respect to conform to the Specification, the
shall give the Supplier a detailed description of any such non-conformance
writing, within the 5 day review period.
- The Supplier shall use reasonable efforts to correct any Error within a reasonable time
on completion, re-submit the Managed Service to the Customer. If the Supplier is unable
correct the Error within 30 Business Days, either party may terminate the Contract
further liability to the other.
- the Customer does not provide any written comments in the initial period
described in clause 3.2 above; or
- if the Managed Service is found to conform with the Specification; or
- if the Customer fails to, or delays the provision of any deliverables set out in
the Specification, or fails to meet any other of its requirements under the
Specification or the Contract, and such failure causes the Set-up Services to
run for a period of more than 90 days from the date of the Contract then in each
case the Managed Service shall be deemed accepted, in respect of acceptance
pursuant to clause 3.4.1 and 3.4.2 as from the date of the notification by the
Supplier pursuant to clause 3.2, and in respect of acceptance pursuant to clause
3.4.3, with effect from the end of the period of 90 days from the date of the
Contract ("Acceptance Date").
- To the extent that the provision of Services requires the Customer to transfer Assets
and/or Assumed Contracts to the Supplier, the parties will enter into a separate
agreement in this regard, and for the avoidance of doubt the Supplier shall not take on
any Assets or Assumed Contracts in the absence of such written agreement.
- Subject to termination or expiry of the Contract in accordance with its terms, the
Supplier shall provide the Managed Service as from the Acceptance Date. The Service
Level Arrangements (if any) shall apply with effect from the start of the first complete
calendar month occurring at least 30 days after the Acceptance Date.
- The parties shall comply with the provisions of Schedule 3, "Personal Data".
- In the event of any loss or damage to Customer Data, the Customer's sole and
exclusive remedy shall be for the Supplier to use reasonable commercial efforts to
restore the lost or damaged Customer Data from the latest backup of such Customer Data
maintained by the Supplier. The Supplier shall not be responsible for any loss,
destruction, alteration or disclosure of Customer Data caused by any third party (except
those third parties subcontracted by the Supplier to perform services related to
Customer Data maintenance and back-up).
- The Supplier warrants that the Managed Service will be performed with all reasonable
and care and that it will be provided substantially in accordance with the
Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of
Managed Service will be uninterrupted, secure or error free.
- The warranty in clause 5.1 shall not apply to the extent of any non-conformance which is
caused by use of the Managed Service contrary to the Supplier's instructions.
- If the Managed Service does not conform to the warranty in clause 5.1, the Supplier
its expense, use reasonable commercial efforts to correct any such non-conformance
provide the Customer with an alternative means of accomplishing the desired performance.
correction or substitution constitutes the Customer's sole and exclusive remedy for any
of the warranty in clause 5.1.
- The Supplier may suspend the Services where it reasonably believes that the Services are
being used (or will be used) in breach of the Contract, or where it believes such action
necessary to protect its network, other customers or reputation or to comply with any
- The Customer shall:
- pay the Fees when due;
- comply with any Supplier policies (including any acceptable use policy) that may
be in place from time to time;
- provide the Supplier with all information as may be required by the Supplier in
order to provide the Managed Service, including Customer Data, security access
information and interfaces to the Customer's other business applications,
together with such personnel assistance as may be requested by the Supplier;
- comply with all applicable laws and regulatory requirements with respect to its
activities under the Contract;
- take good care of the Supplier’s Equipment to prevent damage or loss to such
equipment arising from misuse by Customer personnel in accordance with any
applicable Supplier policy or instructions of the Supplier from time to time;
- maintain adequate policies of insurance which provide cover for the Supplier’s
Equipment when located at the Customer’s premises against the normal risks which
the Customer could reasonably be expected to insure against in respect of its
- not store, distribute or transmit any material through the Managed Service that
is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or
ethnically offensive; facilitates illegal activity; depicts sexually explicit
images; promotes unlawful violence, discrimination based on race, gender,
colour, religious belief, sexual orientation, disability, or any other illegal
- take all reasonable precautions against unauthorised access to and loss of data
and ensure that its data is backed up;
- shall use all reasonable endeavours to procure that it and any necessary third
party shall execute and deliver such documents and perform such acts as may
reasonably be required for the purpose of giving full effect to the Contract;
- where applicable and appropriate, comply (and shall procure that any end users
shall comply) at all times with the terms of any end user software licences as
notified by the Supplier to the Customer from time to time, including the terms
of the end user licence agreement set out in Schedule 2 to these Conditions.
- The Fees for the provision of the Services will be as set out or referred to in the
Order, provided that if no Fees are set out there, then the Fees for the Services shall
be the Supplier's list prices as in force at the time of the Contract.
- Save where other payment terms are set out in the Order, and save for the Set-up Service
Fee payable in accordance with clause 7.3, all fees will be payable by direct debit. The
Customer shall provide the Supplier with valid up-to-date and complete payment
information and direct debit authority. The Supplier will invoice the Customer monthly
in advance in respect of the Fees, and shall be entitled to take this amount via direct
debit on the dates set out in the Order.
- The Customer shall pay the Set-up Service Fee upon execution of the Contract, subject to
having receipt of an invoice for the same.
- Unless otherwise set out in the Order or agreed in writing, the Customer shall reimburse
the Supplier for all actual, reasonable travel expenses including, airfares, hotels and
meals incurred by the Supplier in performance of the Services.
- All amounts and Fees stated or referred to in this Contract are exclusive of value added
tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
- If we do not receive payment of an invoice when due to us, then we may charge interest
on any overdue amounts at the rate of 6% over the base lending rate of the Supplier's
bankers in the UK from time to time, commencing on the due date and continuing until
fully paid, whether before or after the judgment.
- The Fees for the Managed Service are payable with effect from the Acceptance Date.
- The Customer warrants that licence terms of each application within the Customer
permit the Supplier to use the Customer Software to provide the Managed Service and that
of the Supplier of the Customer Software, the Customer Data and any other materials or
provided by the Customer to the Supplier under the Contract will not infringe third
Intellectual Property rights.
- The Customer grants the Supplier a royalty-free licence or sub-licence (as appropriate)
use the customer Software and any for the purpose of providing the Managed Service to
Customer for the Term.
- The Customer shall fully indemnify and hold harmless the Supplier from and against any
losses, damages, costs (including all legal fees) and expenses incurred by or awarded
the Supplier as a result of, or in connection with, the breach by the Customer of clause
- If either party wishes to change the scope of the Services (including Customer requests
for additional services), it shall submit details of the requested change to the other
in writing. The Supplier shall, within a reasonable time of such request, provide a
estimate to the Customer of the likely time required to implement the change, any
the Fees arising from the change, the likely effect of the change on the Order, and any
impact of the change on the terms of the Contract and whether a variation need be
writing. If the Supplier requests a change to the scope of the Services, the Customer
unreasonably withhold or delay consent to it. The Supplier is under no obligation to
proceed with a change proposed by the Customer.
- If the Customer wishes to subscribe to the Supplier’s Cloud Services, and if the parties
agree in writing, to the provision of the Cloud Services with effect from an agreed date
Commencement Date"), then the Cloud Services Conditions shall apply to such
In the event of any discrepancy or difference between the provisions of this Contract
Cloud Services Conditions, the Cloud Services Conditions shall prevail.
- In this clause, TUPE means the Transfer of Undertaking (Protection of Employment)
Regulations 2006 as may be amended from time to time. If the contract of employment of
employee is found, or alleged, to have effect after the Commencement Date as if
with the Supplier pursuant to TUPE, the Supplier will terminate the employment of the
concerned within one month of the date of such finding or allegation and the Customer
indemnify and keep the Supplier indemnified against all claims, demands, costs,
losses (including all interest, penalties and legal and other professional costs and
arising or connected with such finding or allegation and/or termination.
- The Customer acknowledges and agrees that, as between the parties, the Supplier and/or
licensors own all Intellectual Property in all materials connected with the Services and
material developed or produced in connection with the Contract by the Supplier, its
employees, subcontractors or agents. Except as expressly stated in clause 12.2, these
do not grant the Customer any rights to such Intellectual Property.
- The Supplier hereby grants the Customer a non-exclusive, non-transferrable, not
sub-licensable, revocable licence to use its Intellectual Property rights for the sole
of receiving and using the Services during the Term.
Limitation of liability
- Each party undertakes that it shall not disclose to any person any Confidential
concerning the business, affairs, customers, clients or suppliers of the other party
each party may disclose the other party’s Confidential Information to its employees,
representatives or advisers who need to know such information for the purposes of
the party’s obligations under the Contract and as may be required by law, court order or
governmental or regulatory authority. Each party shall ensure that its employees,
representatives or advisers to whom it discloses the other party’s Confidential
comply with this clause 13.1.
- No party shall use any other party’s Confidential Information for any purpose other than
perform its obligations under the Contract and each party shall take all reasonable
ensure that the other's Confidential Information to which it has access is secure. This
13 shall survive termination of the Contract, however arising.
Term and termination
- Except as expressly and specifically provided in these Conditions:
- the Customer assumes sole responsibility for results obtained from the use of
Services, and for conclusions drawn from such use. The Supplier shall have no
for any damage caused by any acts, omissions or delays of the Customer, or the
Customer's breach or negligent performance of the Contract, or any actions taken
Supplier at the Customer's direction; and
- all warranties, conditions and other terms implied by statute or common law are,
fullest extent permitted by law, excluded from this Contract; and
- the Cloud Services are provided to the Customer on an “as is” basis.
- Nothing in these Conditions excludes or limits the liability of the Supplier for death
personal injury caused by the Supplier's negligence; fraud or fraudulent
any other liability which cannot lawfully be excluded or limited.
- The Service Level Arrangements state the Customer's full and exclusive right and remedy,
and the Supplier's only obligation and liability in respect of, the performance and/or
availability of the Managed Service, or its non-performance and non-availability.
- Subject to clause 14.2 and clause 14.3:
- the Supplier shall not be liable for any loss of profits, loss of business, loss
data, depletion of goodwill or similar losses, whether direct or indirect, or
pure economic loss, or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising; and Supplier shall not be liable
any loss of profits, loss of business, loss of data, depletion of goodwill or
similar losses, whether direct or indirect, or any pure economic loss, or for
special, indirect or consequential loss, costs, damages, charges or expenses
- the Supplier's total aggregate liability in contract, tort (including negligence
breach of statutory duty), misrepresentation, restitution or otherwise, arising
connection with the performance or contemplated performance of the Contract
in respect of damage to tangible property be limited to the sum of £500,000 per
occurrence or series of related occurrences, and shall in all other respects be
limited to the price paid for the Services during the 3 months preceding the
which the claim arose.
- Subject to clause 15.2 below the Contract shall continue, unless otherwise terminated as
provided in these Conditions, until expiry of the Initial Term. Thereafter the Contract
automatically renew for successive yearly periods (each a "Renewal Term"), unless
party terminates by notice in writing to the other, such notice to be given at least 120
before the end of the then-current term, and to be effective only at the end of that
- If at any time within the Initial Term or any Renewal Term under clause 15.1 above the
Customer agrees to the supply of Cloud Services in accordance with clause 10, the Term
Contract shall be extended by a period of 3 years from the Cloud Commencement Date, and
thereafter any renewals shall be in accordance with clause 15.1 above.
- Without prejudice to any other rights or remedies to which the parties may be entitled,
either party may terminate the Contract without liability to the other if:
- the other party commits a material breach of any of the terms of these
Conditions and (if such a breach is remediable) fails to remedy that breach
within 30 days of that party being notified in writing of the breach;
- an order is made or a resolution is passed for the winding up of the other
party, or circumstances arise which entitle a court of competent jurisdiction to
make a winding-up order in relation to the other party;
- an order is made for the appointment of an administrator to manage the affairs,
business and property of the other party, or documents are filed with a court of
competent jurisdiction for the appointment of an administrator of the other
party, or notice of intention to appoint an administrator is given by the other
party or its directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986);
- a receiver is appointed of any of the other party's assets or undertakings, or
if circumstances arise which entitle a court of competent jurisdiction or a
creditor to appoint a receiver or manager of the other party, or if any other
person takes possession of, or sells, the other party's assets;
- the other party makes any arrangement or composition with its creditors, or
makes an application to a court of competent jurisdiction for the protection of
its creditors in any way, or becomes bankrupt;
- he other party ceases, or threatens to cease, to trade, there is a Change of
Control of the other party, or the other party takes or suffers any similar or
analogous action in any jurisdiction in consequence of debt.
- On termination of the Contract for any reason:
- the Supplier shall immediately cease provision of the Managed Service but may
provide transitional services for a further period subject to commercial terms
being agreed between the parties for the provision of such services;
- any Supplier Equipment located at the Customer’s premises or within the
Customer's possession at expiry or termination of the Contract shall be promptly
returned by the Customer to the Supplier, and the parties shall cooperate to
make appropriate arrangements for the Supplier to uplift the Supplier Equipment,
at the Supplier’s cost;
- each party shall return and make no further use of any equipment, property,
materials and other items (and all copies of them) belonging to the other party;
- the Supplier may destroy or otherwise dispose of any of the Customer Data in its
possession unless the Supplier receives, no later than ten days after the
effective date of the termination or expiry of the Contract, a written request
for the delivery to the Customer of the most recent backup of the Customer Data.
The Supplier shall use reasonable commercial efforts to deliver the backup to
the Customer within 30 days of its receipt of such a written request, provided
that the Customer has, at that time, paid all fees and charges outstanding at,
and resulting from, termination (whether or not due at the date of termination).
The Customer shall pay all reasonable expenses incurred by the Supplier in
returning or disposing of Customer Data; and
- the accrued rights of the parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly surviving
termination, shall not be affected or prejudiced.
- Force majeure. The Supplier shall have no liability to the Customer under the
Contract if it is prevented from, or delayed in, performing its obligations under this
or from carrying on its business, by acts, events, omissions or accidents beyond its
control, including, without limitation, strikes, lock-outs or other industrial disputes
involving the workforce of the Supplier or any other party), failure of part of the
utility service or transport network, significant failure of the internet, act of God,
riot, civil commotion, malicious damage, compliance with any law or governmental order,
regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm
default of suppliers or subcontractors, provided that the Customer is notified of such
and its expected duration.
- Waiver A waiver of any right under the Contract is only effective if it is in
writing and it applies only to the party to whom the waiver is addressed and to the
circumstances for which it is given. Unless specifically provided otherwise, rights
under the Contract are cumulative and do not exclude rights provided by law.
- Severance If any provision (or part of a provision) of the Contract is found by
court or administrative body of competent jurisdiction to be invalid, unenforceable or
the other provisions shall remain in force. If any invalid, unenforceable or illegal
would be valid, enforceable or legal if some part of it were deleted, the provision
with whatever modification is necessary to give effect to the commercial intention of
- Assignment The Customer shall not, without the prior written consent of the
Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or
its rights or obligations under the Contract. The Supplier may at any time assign,
charge, subcontract or deal in any other manner, with all or any of its rights or
under the Contract without the consent of the Customer.
- No Partnership or Agency Nothing in this Contract is intended to, or shall be
to, establish any partnership, joint venture or agency between any of the parties. No
shall be authorised to enter into any commitments for or on behalf of any other party
expressly provided in the Contract.
- Third-Party Rights The Contract is made for the benefit of the parties to it and
(where applicable) their successors and permitted assigns, and is not intended to
benefit or be
enforceable by anyone else.
- Notices Any notice required to be given under the Contract shall be in writing
shall be delivered by hand or sent by pre-paid first-class post or recorded delivery
post to the
other party at its registered address, or sent by email to the email address specified
Order, or such other address as may have been notified by that party for such purposes.
delivered by hand shall be deemed to have been received when delivered (or if delivery
is not in
business hours, at 9am on the first Business Day following delivery). A correctly
notice sent by pre-paid first-class post or recorded delivery post shall be deemed to
received at the time at which it would have been delivered in the normal course of post.
notice sent by email shall be deemed to have been delivered at 9am on the next Business
following its transmission.
- Governing Law and Jurisdiction This Contract and any disputes or claims arising
of or in connection with its subject matter are governed by and construed in accordance
law of England. The parties irrevocably agree that the courts of England have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with the
Schedule 1: Cloud Services Conditions
Additional User Subscriptions
- The definitions and rules of interpretation in this paragraph apply in these conditions
addition to those defined terms as set out in the Terms and Conditions for the Supply of
Service, which shall apply equally in these conditions:
- Authorised Users: those employees, agents and independent contractors of the
are authorised by the Customer to use the Cloud Services and the Documentation, as
described in paragraph 2.2.
- Business Day: any day which is not a Saturday, Sunday or public holiday in the
- Cloud Services: the subscription services provided by the Supplier to the
Customer via the
Global Host Centre Ltd. portal or any other website notified to the Customer by the
from time to time, as more particularly described in the Documentation [including the
- Documentation: the Supplier's documentation with instructions for its customers
as to how
to use the Cloud Services.
- Subscription Fees: the subscription fees payable by the Customer to the Supplier
User Subscriptions, as set out in the Order or if not set out in the Order, at the
list prices from time to time.
- User Subscriptions: the user subscriptions purchased by the Customer pursuant to
3 which entitle Authorised Users to access and use the Cloud Services in accordance with
- User Subscriptions
- Subject to the Customer purchasing the User Subscriptions in accordance with paragraph
the restrictions set out in this paragraph 2 and the other terms and conditions of the
the Supplier grants to the Customer a non-exclusive, non-transferable right to permit
Authorised Users to use the Cloud Services during the Term solely for the Customer's
- In relation to the Authorised Users, the Customer undertakes that:
- the maximum number of Authorised Users that it authorises to access and use the
Services shall not exceed the number of User Subscriptions it has purchased from
- it will not allow or suffer any User Subscription to be used by more than one
Authorised User unless it has been reassigned in its entirety to another
Authorised User, in which case the prior Authorised User shall no longer have
to access or use the Cloud Services;
- each Authorised User shall keep a secure password for his use of the Cloud
such password shall be changed no less frequently than monthly and that each
User shall keep his password confidential;
- it shall maintain a written, up to date list of current Authorised Users and
such list to the Supplier within 5 Business Days of the Supplier’s written
any time or times;
- it shall permit the Supplier to audit the Cloud Services in order to establish
and password of each Authorised User. Such audit may be conducted no more than
quarter, at the Supplier's expense, and this right shall be exercised with
prior notice, in such a manner as not to substantially interfere with the
normal conduct of business;
- if any of the audits referred to in paragraph 2.2.5 reveal that any password has
provided to any individual who is not an Authorised User, then without prejudice
Supplier's other rights, the Customer shall promptly disable such passwords and
Supplier shall not issue any new passwords to any such individual; and
- if any of the audits referred to in paragraph 2.2.5 reveal that the Customer has
underpaid Subscription Fees to the Supplier, the Customer shall pay to the
amount equal to such underpayment within 10 Business Days of the date of the
- The customer shall not access, store, distribute or transmit any viruses, or any
during the course of its use of the Cloud Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property; and the Supplier reserves the
right, without liability to the Customer, to disable the Customer’s access to
any material that breaches the provisions of this paragraph.
- The customer shall not:
- except as may be allowed by any applicable law which is incapable of exclusion
by agreement between the parties, and except to the extent expressly permitted
under these terms, attempt to copy, modify, duplicate, create derivative works
from, frame, mirror, republish, download, display, transmit, or distribute all
or any portion of the Software (as applicable) in any form or media or by any
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to
human-perceivable form all or any part of the Software; or
- access all or any part of the Cloud Services in order to build a product or
service which competes with the Cloud Services; or
- use the Cloud Services to provide services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or
otherwise commercially exploit, or otherwise make the Cloud Services available
to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Cloud
Services and/or Documentation, other than as provided under this paragraph 2;
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to,
use of, the Cloud Services and, in the event of any such unauthorised access or use,
notify the Supplier.
- The rights provided under this paragraph 2 are granted to the Customer only, and shall
be considered granted to any subsidiary or holding company of the Customer.
- Subject to paragraph 3.2 and paragraph 3.3, the Customer may, from time to time during
Subscription Term, request additional User Subscriptions in excess of the original
giving the Supplier written notice. The Customer is not entitled to add or remove User
Subscriptions by more than 25% of the original number of User Subscriptions save where
agreed by the Supplier in writing.
- The Supplier shall evaluate the Customer's request for additional User Subscriptions and
grant or refuse the request (in its sole discretion).
- If the Supplier approves the Customer’s request to purchase additional User
the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the
the relevant fees for such additional User Subscriptions and, if such additional User
Subscriptions are purchased by the Customer part way through the Term, such fees shall
pro-rated for the remainder of the Term.
Third party providers
- The Supplier shall provide the Cloud Services to the Customer on and subject to these
- The Supplier shall use commercially reasonable endeavours to make the Cloud Services
available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window as published
performed outside Normal Business Hours; and
4.2.2 unscheduled maintenance performed during Normal Business Hours, provided
that the Supplier has used reasonable endeavours to give the Customer as much
notice as is reasonable practicable in the circumstances.
- The Supplier shall be entitled to increase the Cloud Services Fees at the start of any
renewal period for the Cloud Services upon 90 days' prior written notice to the
- The Supplier shall be entitled to increase the Cloud Services Fees upon 30 days' prior
written notice to the Customer. In addition, the Supplier shall be entitled to increase
costs for any third-party products provided as part of the Cloud Services in
that third party provider has notified the Supplier of an increase in its own licence
provided that the Supplier’s increase shall be proportionate to the increase in those
- The Customer acknowledges that the Cloud Services may enable or assist it to access the
content of, correspond with, and purchase products and services from, third parties via
third-party websites and that it does so solely at its own risk. The Supplier makes no
representation or commitment and shall have no liability or obligation whatsoever in
the content or use of, or correspondence with, any such third-party website, or any
completed, and any contract entered into by the Customer, with any such third party. Any
contract entered into and any transaction completed via any third-party website is
Customer and the relevant third party, and not the Supplier. The Supplier recommends
using the relevant third-party website. The Supplier does not endorse or approve any
website nor the content of any of the third-party website made available via the Cloud
- The Supplier will perform the Cloud Services with reasonable skill and care.
- The Supplier:
- does not warrant that the Customer's use of the Cloud Services will be
uninterrupted or error-free; nor that the Cloud Services, and/or the information
obtained by the Customer through the Cloud Services will meet the Customer's
- is not responsible for any delays, delivery failures, or any other loss or
damage resulting from the transfer of data over communications networks and
facilities, including the internet, and the Customer acknowledges that it, and
not the Supplier, is responsible for the Customer's internet and other network
connections to the Cloud Services and that the Cloud Services may be subject to
limitations, delays and other problems inherent in the use of such
- The Supplier warrants that it has and will maintain all necessary licences, consents,
permissions necessary for the performance of its obligations under these terms.
- The Customer shall:
- ensure that the Authorised Users use the Cloud Services in accordance with these
terms and shall be responsible for any Authorised User’s breach of these terms;
- obtain and shall maintain all necessary licences, consents, and permissions
necessary for the Supplier, its contractors and agents to perform their
obligations under these terms;
- ensure that its network, data communication lines and systems comply with the
relevant specifications provided by the Supplier from time to time; and
- be solely responsible for procuring and maintaining its network connections and
telecommunications links from its systems to the Supplier’s data centres, and
all problems, conditions, delays, delivery failures and all other loss or damage
arising from or relating to the Customer's network connections or
telecommunications links or caused by the internet.
- The Customer shall defend, indemnify and hold harmless the Supplier against claims,
proceedings, losses, damages, expenses and costs (including without limitation court
reasonable legal fees) arising out of or in connection with the Customer's use of the
Services provided that:
- the Customer is given prompt notice of any such claim;
- the Supplier provides reasonable co-operation to the Customer in the defence and
settlement of such claim, at the Customer's expense; and
- the Customer is given sole authority to defend or settle the claim.
- In no event shall the Supplier, its employees, agents and sub-contractors be liable to
Customer to the extent that the alleged infringement is based on:
- a modification of the Cloud Services by anyone other than the Supplier; or
- the Customer's use of the Cloud Services in a manner contrary to the
instructions given to the Customer by the Supplier; or
- the Customer's use of the Cloud Services after notice of the alleged or actual
infringement from the Supplier or any appropriate authority.
- The foregoing states the Customer's sole and exclusive rights and remedies, and the
Supplier's (including the Supplier’s employees', agents' and sub-contractors’) entire
obligations and liability, for infringement of any patent, copyright, trade mark,
or right of confidentiality.
Schedule 2: End User Licence
END USER LICENSE TERMS
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE
This document governs the use of Microsoft software, which may include associated media, printed
materials, and “online” or electronic documentation (individually and collectively, “Products”)
provided by Global Host Centre Ltd. (hereinafter referred to as “Customer”). Customer does not own
the Products and the use thereof is subject to certain rights and limitations of which Customer must
inform you. Your right to use the Products is subject to the terms of your agreement with Customer,
and to your understanding of, compliance with, and consent to the following terms and conditions,
which Customer does not have authority to vary, alter, or amend.̥
“Client Software” means software that allows a Device to access or utilize the services or
functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal
digital assistant, “smart phone,” server or other electronic device.
“Server Software” means software that provides services or functionality on a computer acting as a
“Software Documentation” means any end user document included with server software.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution
2. OWNERSHIP OF PRODUCTS.
The Products are licensed to Customer from an affiliate of the Microsoft Corporation (collectively
“Microsoft”). All title and intellectual property rights in and to the Products (and the constituent
elements thereof, including but not limited to any images, photographs, animations, video, audio,
music, text and “applets” incorporated into the Products) are owned by Microsoft or its suppliers.
The Products are protected by copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. Your possession, access, or use of the Products does not
transfer any ownership of the Products or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE.
You may use the Client Software installed on your Devices by Customer only in accordance with the
instructions, and only in connection with the services, provided to you by Customer. The terms of
this document permanently and irrevocably supersede the terms of any Microsoft End User License
Agreement that may be presented in electronic form during your use of the Client Software.
4. USE OF REDISTRIBUTION SOFTWARE.
In connection with the services provided to you by Customer, you may have access to certain “sample,”
“redistributable” and/or software development (“SDK”) software code and tools (individually and
collectively “Redistribution Software”). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY
REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS
CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO CUSTOMER, WHICH TERMS MUST BE
PROVIDED TO YOU BY CUSTOMER. Microsoft does not permit you to use any Redistribution Software unless
you expressly agree to and comply with such additional terms, as provided to you by Customer.
You may not make any copies of the Products; provided, however, that you may (a) make one copy of
Client Software on your Device as expressly authorized by Customer; and (b) you may make copies of
certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You
must erase or destroy all such Client Software and/or Redistribution Software upon termination or
cancellation of your agreement with Customer, upon notice from Customer or upon transfer of your
Device to another person or entity, whichever occurs first. You may not copy any printed materials
accompanying the Products.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.
You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent
that applicable law, notwithstanding this limitation, expressly permits such activity
7. NO RENTAL.
You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products
to any third party, and may not permit any third party to have access to and/or use the
functionality of the Products except for the sole purpose of accessing the functionality of the
Products in the form of software services in accordance with the terms of this agreement and any
agreement between you and Customer.
Without prejudice to any other rights, Customer may terminate your rights to use the Products if you
fail to comply with these terms and conditions. In the event of termination or cancellation of your
agreement with Customer or Customer’s agreement with Microsoft under which the Products are
licensed, you must stop using and/or accessing the Products and destroy all copies of the Products
and all of their component parts.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND
REMEDIES, IF ANY, ARE PROVIDED SOLELY BY CUSTOMER AND NOT BY MICROSOFT, ITS AFFILIATES OR
10. PRODUCT SUPPORT.
Any support for the Products is provided to you by Customer and is not provided by Microsoft, its
affiliates or subsidiaries.
11. NOT FAULT TOLERANT.
THE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR
INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD TO
DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
12. EXPORT RESTRICTIONS.
The Products are subject to U.S. export jurisdiction. Customer must comply with all applicable laws
including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations,
as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For
additional information, see
13. LIABILITY FOR BREACH.
In addition to any liability you may have to Customer, you agree that you will also be legally
responsible directly to Microsoft for any breach of these terms and conditions
Schedule 3 – Personal Data
- Both parties will comply with all applicable requirements of the Data Protection Legislation.
This Schedule 3 is in addition to, and does not relieve, remove or replace, a party's
under the Data Protection Legislation. In this Schedule 3, "Applicable Laws" means (for
long as and to the extent that they apply to the Provider) the law of the European Union, the
any member state of the European Union and/or Domestic UK Law; and "Domestic UK Law"
the UK Data Protection Legislation and any other law that applies in the UK.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer
the data controller and the Supplier is the data processor (where Data Controller and Data
Processor have the meanings as defined in the Data Protection Legislation). The
of processing by the Supplier, the duration of the processing and the types of personal
(as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
time. Copies of these policies are available on request.
- Without prejudice to the generality of paragraph 1.1, the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the Personal
to the Supplier for the duration and purposes of this agreement.
- Without prejudice to the generality of paragraph 1.1, the Supplier shall, in relation to any
Personal Data processed in connection with the performance by it of its obligations under this
- process that Personal Data only on the written instructions of the Customer unless the
Supplier is required by Applicable Laws to otherwise process that Personal Data. Where
Supplier is relying on laws of a member of the European Union or European Union law as
basis for processing Personal Data, the Supplier shall promptly notify the Customer of
before performing the processing required by the Applicable Laws unless those Applicable
Laws prohibit the Supplier from so notifying the Customer;
- 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
destruction of, or damage to, Personal Data, appropriate to the harm that might result
the unauthorised or unlawful processing or accidental loss, destruction or damage and
nature of the data to be protected, having regard to the state of technological
and the cost of implementing any measures (those measures may include, where
pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of
access to Personal Data can be restored in a timely manner after an incident, and
assessing and evaluating the effectiveness of the technical and organisational measures
adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to
keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless, in doing so
complies with all Applicable Laws, including by fulfilling the following conditions:
- the Customer or the Supplier has provided appropriate safeguards in
- the data subject has enforceable rights and effective legal remedies;
- the Supplier complies with its obligations under the Data Protection
providing an adequate level of protection to any Personal Data that is
- the Supplier complies with reasonable instructions notified to it in advance by
Customer with respect to the processing of the Personal Data;
- assist the Customer, at the Customer's cost, subject to the Customer and the Supplier
agreeing a fee for such assistance (including where the same relates to assistance in
interrogation of the Customer's systems), in responding to any request from a Data
in ensuring compliance with its obligations under the Data Protection Legislation with
to security, breach notifications, impact assessments and consultations with supervisory
authorities or regulators;
- notify the Customer without undue delay on becoming aware of a Personal Data breach;
- at the written direction of the Customer, delete or return Personal Data and copies
to the Customer on termination of the agreement unless it is required or otherwise
by Applicable Law to store the Personal Data.
- The Customer consents to the Supplier third-party processors of Personal Data under this
agreement in so far as necessary to provide the Services, and the Supplier confirms that it has
entered or (as the case may be) will enter with the third-party processor into a written
substantially on that third party's standard terms of business. As between the Customer and the
Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party
processor appointed by it.