Legal Terms and Agreement

Parties

1.      uniformity.io is a trading name of Enterprise Technology Management Ltd, a company incorporated in England and Wales (registration number 09386242) having its registered office at  71-75 Shelton Street, London WC2H 9JQ  ("Provider"); and

2.      The legal entity purchasing our services ("Customer").

 

Background

A.               Provider offers a self service solution to Customers allowing Customers to more readily interconnect data from a variety of sources with ease.

B.               Customer wishes to purchase such solution from Provider on the terms set out in this Agreement.

C.               As a Customer, by completing the online registration and purchase process you are agreeing to this Agreement in whole.

 

Agreement

1.Definitions

1.1    In this Agreement, except to the extent expressly provided otherwise:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the following amounts:

(a)    the amounts specified on our website for the options chosen;

(b)    such amounts as may be agreed in writing by the parties from time to time; and

(c)    amounts calculated by multiplying Provider's standard time-based charging rates (as notified by Provider to Customer before the date of this Agreement) by the time spent by Provider's personnel performing the Support Services (rounded down by Provider to the nearest quarter hour);

"  Customer Confidential Information  " means:

(a)    any information disclosed by or on behalf of Customer to Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii)    should have been reasonably understood by Provider to be confidential; and

(b)    Customer Data provided to Provider during the registration process and other communications;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by Customer; transmitted by the Platform at the instigation of Customer; supplied by Customer to Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by Customer (but excluding analytics data relating to the use of the Platform and server log files);

"Customer Personal Data" means any Personal Data that is processed by Provider on behalf of Customer in relation to this Agreement;

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Documentation" means the documentation for the Hosted Services produced by Provider and delivered or made available by Provider to Customer;

"Effective Date" means the date of execution of this Agreement which is the date on which a free trial or a paid subscription commences;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means uniformity.io data connectors, hosting and syncing;

"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a)    any act or omission of Customer or any person authorised by Customer to use the Platform or Hosted Services;

(b)    any use of the Platform or Hosted Services contrary to the Documentation, whether by Customer or by any person authorised by Customer;

(c)    a failure of Customer to perform or observe any of its obligations in this Agreement; and/or

(d)    an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software;

" Intellectual Property Rights " means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Platform" means the platform managed by Provider and used by Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed including any public or private cloud hosting components managed by Provider;

"Schedule" means any schedule attached to a SoW or the signed up term on our online website;

"Services" means any services that Provider provides to Customer, or has an obligation to provide to Customer, under this Agreement;

SoW” means a statement of work entered into between Provider and Customer setting out in more detail the nature of the Services being provided by Provider;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Provider agrees in writing shall be supported;

"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

 

3.Term

3.1    This Agreement shall come into force upon the Effective Date and shall continue until any expiry date stated in an SoW, or, if no such date is specified, indefinitely, subject, in all cases, to earlier termination in accordance with Clause 18 or any other provision of this Agreement or related SoW.

 

4.Hosted Services

4.1    Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for Customer and provide to Customer login details for that Account. The Customer must use its business e-mail address to register for an Account; no personal e-mail addresses (such as Gmail, Hotmail or otherwise) is permitted.

4.2     Provider hereby grants to Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for Customer’s internal business purposes in accordance with the Documentation during the Term.

4.3    The licence granted by Provider to Customer under Clause 4.2 is subject to the following limitations, breach of which shall be deemed a material breach and entitle Provider to suspend Customer’s access to its Account and/or terminate the Agreement immediately under Clause 18.2:

(a)    the Hosted Services may only be used by the officers, employees, agents and subcontractors of Customer;

(b)    the Hosted Services may only be used by the named users identified in the registration process, providing that Customer may change, add or remove a designated named user; and

(c)    the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the registration process providing that Customer may add or remove concurrent user licences.

4.4    Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Provider to Customer under Clause 4.2 is subject to the following prohibitions, breach of which shall be deemed a material breach and entitle Provider to suspend Customer’s access to its Account and/or to terminate the Agreement immediately under Clause 18.2:

(a)    Customer must not sub-license its right to access and use the Hosted Services;

(b)   Customer must not permit any unauthorised person to access or use the Hosted Services;

(c)    Customer must not use the Hosted Services to provide services to third parties;

(d)    Customer must not republish or redistribute any content or material from the Hosted Services;

(e)    the Customer must not make any alteration to the Platform, except as permitted by the Documentation;

(f)     Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services; and

(g) Customer must not be employed or engaged by any competitor of Provider.

4.5    The Customer shall use reasonable endeavours, including employing reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

4.6    Provider shall use its reasonable endeavours to maintain the availability of the Hosted Services to Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

4.7    For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

(a)    a Force Majeure Event;

(b)    a fault or failure of the internet or any public telecommunications network;

(c)    a fault or failure in the hosting services used by Provider, specifically Microsoft Azure.

(d)    a fault or failure of Customer's computer systems or networks;

(e)    any breach by Customer of this Agreement; or

(f)     scheduled maintenance carried out in accordance with this Agreement.

4.8    The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of Customer or by means of an Account comply with Schedule 2 (Acceptable Use Policy).

4.9    The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

4.10 The Customer must not use the Hosted Services:

(a)    in any way that is unlawful, illegal, fraudulent or harmful; or

(b)    in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.11  Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4.12  Provider may suspend the provision of the Hosted Services if any amount due to be paid by Customer to Provider under this Agreement is overdue, and Provider has given to Customer at least 30 days' written notice (email will constitute written notice), following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

 

5.Maintenance Services

5.1    Provider is not obliged to provide the Maintenance Services to Customer.

5.2    Provider shall, where practicable, give to Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to Provider's other notice obligations under this main body of this Agreement.

 

6.Support Services

6.1    Provider shall provide the Support Services to Customer during the Term.

6.2    Provider shall make available to Customer a helpdesk in accordance with the provisions of this main body of this Agreement.

6.3    Provider shall provide the Support Services with reasonable skill and care.

6.4    Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and Customer must not use the helpdesk for any other purpose.

6.5    Provider shall respond promptly to all requests for Support Services made by Customer through the helpdesk.

6.6    Provider may suspend the provision of the Support Services if any amount due to be paid by Customer to Provider under this Agreement is overdue, and Provider has given to Customer written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

 

7.Customer Data

7.1    The Customer hereby grants to Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data to the extent reasonably required for the performance of Provider's obligations and the exercise of Provider's rights under this Agreement. The Customer also grants to Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.

7.2    The Customer warrants to Provider that Customer Data will not infringe the Intellectual Property Rights or other legal rights (including under the Data Protection Laws) of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

7.3    Provider shall create a back-up copy of Customer Data at least daily, shall ensure that each such copy is sufficient to enable Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

7.4    Within the period of 1 Business Day following receipt of a written request from Customer, Provider shall use all reasonable endeavours to restore to the Platform Customer Data stored in any back-up copy created and stored by Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite Customer Data stored on the Platform prior to the restoration.  This service will be provided once without charge unless Provider was the cause of the issue.  Subsequent restores of data will be chargeable at consulting rates.

 

8.Mobile App

8.1    The Mobile App is the uniformity.io website that runs on a mobile device.

 

9.No assignment of Intellectual Property Rights

9.1    Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Provider to Customer, or from Customer to Provider.

 

10.Charges

10.1  The Customer shall pay the Charges to Provider in accordance with this Agreement.

10.2  If the Charges are based in whole or part upon the time spent by Provider performing the Services, Provider must obtain Customer's written consent before performing Services that result in any estimate of time-based Charges given to Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless Customer agrees otherwise in writing, Customer shall not be liable to pay to Provider any Charges in respect of Services performed in breach of this Clause 10.2.

10.3  All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, exclusive of any applicable value added taxes, which will be added to those amounts and payable by Customer to Provider. [SW1] 

10.4  The Provider may elect to vary any element of the Charges by giving to Customer not less than 60 days' written notice of the variation, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds 2% per annum over the percentage increase, during the same period, in the Retail Prices Index (all items) published by the UK Office for National Statistics.

 

11.Payments

11.1  The Provider shall issue invoices for the Charges to Customer from time to time during the Term.

11.2  The Customer must pay the Charges to Provider within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 11, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.

11.3  The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque or other payment method agreed with Provider (using such payment details as are notified by Provider to Customer from time to time).

11.4  Notwithstanding Customer’s right to suspend the provision of the Hosted Services and/or Support Services under Clauses 4.12 and 6.6 respectively, if Customer does not pay any amount properly due to Provider under this Agreement, Provider may also:

(a)    charge Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b)    claim interest and statutory compensation from Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

 

12.Provider's confidentiality obligations

12.1  The Provider must:

(a)    keep Customer Confidential Information strictly confidential;

(b)    not disclose Customer Confidential Information to any person without Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

(c)    use the same degree of care to protect the confidentiality of Customer Confidential Information as Provider uses to protect Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and

(d)    act in good faith at all times in relation to Customer Confidential Information;

12.2  Notwithstanding Clause 12.1, Provider may disclose Customer Confidential Information to Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of Customer Confidential Information.

12.3  This Clause 12 imposes no obligations upon Provider with respect to Customer Confidential Information that:

(a)    is known to Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b)    is or becomes publicly known through no act or default of Provider; or

(c)    is obtained by Provider from a third party in circumstances where Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

12.4  The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Provider on any recognised stock exchange.

12.5  The provisions of this Clause 12 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

 

13.Data protection

13.1  Each party shall comply with the Data Protection Laws with respect to the processing of Customer Personal Data.

13.2  The Customer warrants to Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to Provider under or in connection with this Agreement.

13.3  The Customer shall only supply to Provider, and Provider shall only process, in each case under or in relation to this Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 3 (Data processing information) and of the types specified in Part 2 of Schedule 3 (Data processing information); and Provider shall only process Customer Personal Data for the purposes specified in Part 3 of Schedule 3 (Data processing information). If Customer engages Provider to provide additional services to Customer during the booking process (for example hosting services), Provider may require Customer to agree to additional terms and conditions, including a bespoke data processing agreement.

13.4  The Provider shall only process Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 13.

13.5  The Provider shall only process Customer Personal Data on the documented instructions of Customer (including with regard to transfers of Customer Personal Data to any place outside the European Economic Area), as set out in this Agreement or any other document agreed by the parties in writing.

13.6  The Provider shall promptly inform Customer if, in the opinion of Provider, an instruction of Customer relating to the processing of Customer Personal Data infringes the Data Protection Laws.

13.7  Notwithstanding any other provision of this Agreement, Provider may process Customer Personal Data if and to the extent that Provider is required to do so by applicable law. In such a case, Provider shall inform Customer of the legal requirement before processing, unless that law prohibits such information from being disclosed.

13.8  The Provider shall ensure that persons authorised to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

13.9  The Provider and Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Customer Personal Data, including those measures specified in Part 4 of Schedule 3 (Data processing information).

13.10 The Provider may engage third parties to process Customer Personal Data without the prior specific or general written authorisation of Customer, including those described in Clause 13.11 below. The Provider shall ensure that each  third party  processor is subject to equivalent legal obligations as those imposed on Provider by this Clause 13.

13.11 As at the Effective Date, Provider is hereby authorised by Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the categories identified in Part 5 of Schedule 3 (Data processing information).

13.12 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist Customer with the fulfilment of Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

13.13 The Provider shall assist Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to Customer Personal Data to Customer within 48 hours following Provider becoming aware of the breach. The Provider may charge Customer at its standard time-based charging rates for any work performed by Provider at the request of Customer pursuant to this Clause 13.13.

13.14 The Provider shall make available to Customer all information necessary to demonstrate the compliance of Provider with its obligations under this Clause 13 and the Data Protection Laws.

13.15 The Provider shall, at the choice of Customer, delete or return all of Customer Personal Data to Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

13.16 The Provider shall allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer in respect of the compliance of Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 13.The Provider may charge Customer at its standard time-based charging rates for any work performed by Provider at the request of Customer pursuant to this Clause 13.16.

13.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

 

14.Warranties

14.1  The Provider warrants to Customer that:

(a)    Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;

(b)    Provider will comply with all applicable legal and regulatory requirements applying to the exercise of Provider's rights and the fulfilment of Provider's obligations under this Agreement; and

(c)    Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.

14.2  The Provider warrants to Customer that:

(a)    the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;

(b)    the Hosted Services will be free from Hosted Services Defects;

(c)    it will use commercially reasonable efforts to ensure that the application of Updates and Upgrades to the Platform by Provider will not introduce any Hosted Services Defects into the Hosted Services;

(d)    it will use commercially reasonable efforts to ensure that the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(e)    the Platform will incorporate security features reflecting the requirements of good industry practice.

14.3  The Provider warrants to Customer that the Hosted Services, when used by Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.

14.4  The Provider warrants to Customer that the Hosted Services, when used by Customer in accordance with this Agreement, do not and, to the best of its knowledge, will not infringe the Intellectual Property Rights of any person.

14.5  If Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, Provider may at its own cost and expense:

(a)    modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b)    procure for Customer the right to use the Hosted Services in accordance with this Agreement.

14.6  The Customer warrants to Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

14.7  All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

 

15.Acknowledgements and warranty limitations

15.1  The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

15.2  The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Provider gives no warranty or representation that the Hosted Services will be entirely secure.

15.3  The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

15.4  The Customer acknowledges that Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by Customer will not give rise to any legal liability on the part of Customer or any other person.

 

16.Limitations and exclusions of liability

16.1  Nothing in this Agreement will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law.

16.2  The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:

(a)    are subject to Clause 16.1; and

(b)    govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

16.3  The Provider shall not be liable to Customer in respect of any losses arising out of a Force Majeure Event.

16.4  The Provider shall not be liable to Customer in respect of any loss of profits or anticipated savings.

16.5  The Provider shall not be liable to Customer in respect of any loss of revenue or income.

16.6  The Provider shall not be liable to Customer in respect of any loss of use or production.

16.7  The Provider shall not be liable to Customer in respect of any loss of business, contracts or opportunities.

16.8  The Provider shall not be liable to Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 16.8 shall not protect Provider unless Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4.

16.9  The Provider shall not be liable to Customer in respect of any special, indirect or consequential loss or damage.

16.10 The liability of Provider to Customer under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by Customer to Provider under this Agreement in the 12-month period preceding the commencement of the event or events.

16.11 The aggregate liability of Provider to Customer shall not exceed the greater of the total amount paid and payable by Customer to Provider under this Agreement.

 

17.Force Majeure Event

17.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

17.2  A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

(a)    promptly notify the other; and

(b)    inform the other of the period for which it is estimated that such failure or delay will continue.

17.3  A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

 

18.Termination

18.1  Either party may terminate this Agreement by giving to the other party at least 30 days' prior written notice of termination.

18.2  Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement (which shall include any failure to pay any sums due under this Agreement on or before the due date for payment of such sums), subject to, in the case of such material breach being capable of being remedied, the breaching party being given a 30 day period (commencing from the date of the written notice) in which to remedy such breach.

18.3  Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a)    the other party:

(i)     is dissolved;

(ii)    ceases to conduct all (or substantially all) of its business;

(iii)    is or becomes unable to pay its debts as they fall due;

(iv)   is or becomes insolvent or is declared insolvent; or

(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d)    if that other party is an individual:

(i)     that other party dies;

(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)    that other party is the subject of a bankruptcy petition or order; or

(e) if the other party is subject to an event or proceeding in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Clause 18.3

 

19.Effects of termination

19.1  Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.11, 8, 11.2, 11.4, 12, 13.1, 13.3, 13.4, 13.5, 13.6, 13.7, 13.8, 13.9, 13.10, 13.11, 13.12, 13.13, 13.14, 13.15, 13.16, 13.17, 16, 19, 22 and 23.

19.2  Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

19.3  Within 30 days following the termination of this Agreement for any reason:

(a)    Customer must pay to Provider any Charges in respect of Services provided to Customer before the termination of this Agreement; and

(b)    Provider must refund to Customer any Charges paid by Customer to Provider in respect of Services that were to be provided to Customer after the termination of this Agreement, without prejudice to the parties' other legal rights; and

(c)       Subject to compliance with 19.3(a), Provider shall provide the Customer with a copy of Customer Data held by it as at the date of such termination.

 

20.Notices

20.1  Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 20.2 and Part 3 of Schedule 1 (Hosted Services particulars)):

(a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)    sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

        providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

20.2  The Provider's contact details for notices under this Clause 20 are as stated in the opening parts of this agreement.

20.3  The addressee and contact details set out in Clause 20.2 and Part 3 of Schedule 1 (Hosted Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.

 

21.Subcontracting

21.1  Subject to any express restrictions elsewhere in this Agreement, Provider may subcontract any of its obligations under this Agreement.

21.2  The Provider shall remain responsible to Customer for the performance of any subcontracted obligations.

21.3  Notwithstanding the provisions of this Clause 21 but subject to any other provision of this Agreement, Customer acknowledges and agrees that Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

 

22.General

22.1  No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

22.2  If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

22.3  This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

22.4  Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

22.5  This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

22.6  Subject to Clause 16.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

22.7  This Agreement shall be governed by and construed in accordance with English law.

22.8  The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

 

23.Interpretation

23.1  In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)    any subordinate legislation made under that statute or statutory provision.

23.2  The Clause headings do not affect the interpretation of this Agreement.

23.3  References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

23.4  In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

23.5 In this Agreement reference to "includes," "including," "including but not limited to," "including without limitation" and words or phrases of similar import shall be deemed to have the same meaning and the words "includes(s)" and "including" shall not be deemed to be terms of limitation but rather be deemed to be followed by the words "without limitation”.

 

Schedule 1 (Hosted Services particulars)

1.Specification of Hosted Services

The Provider offers data transfer services between cloud based systems and from Customer systems to either a Customer database or to a database Provider will host.

 

2.Financial provisions

The monthly cost for the service will be determined by the number of systems Customer wishes to collect data from and send data to.  It is also impacted by the volume of data transferred per month. The price per pricing tier may change over time. Once an agreement is in place, the cost per month for the provision of the service purchased will not change without 60 days written notice to Customer.

 

3.Contractual notices

The terms and conditions of Provider’s service provision may change over time and all active Customers will be notified with 30 days notice.


 

Schedule 2 (Acceptable Use Policy)

1.Introduction

1.1    This acceptable use policy (the "Policy") sets out the rules governing:

(a)    the use of the website at uniformity.io, any successor website, and the services available on that website or any successor website (the "Services"); and

(b)    the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2    References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to The Provider (and "we" and "our" should be construed accordingly).

1.3    By using the Services, you agree to the rules set out in this Policy.

1.4    We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5    You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

 

2.General usage rules

2.1    You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2    You must not use the Services:

(a)    in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b)    in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; or

(c) if you are employed or engaged by a competitor of Provider.

2.3    You must ensure that all Content complies with the provisions of this Policy.

 

3.Unlawful Content

3.1    Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2    Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)     constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)    be in contempt of any court, or in breach of any court order;

(h)    constitute a breach of racial or religious hatred or discrimination legislation

(i)constitute a breach of official secrets legislation; or

(j)     constitute a breach of any contractual obligation owed to any person. 

3.3    You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

 

4.Graphic material

4.1    Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children.

4.2    Content must not depict violence.

4.3    Content must not be pornographic or sexually explicit.

 

5.Factual accuracy

5.1    Content must not be untrue, false, inaccurate or misleading.

5.2    Statements of fact contained in Content and relating to persons (legal or natural) must be true.

 

6.Negligent advice

6.1    Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2    Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

 

7.Etiquette

7.1    Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2    Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3    Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4    You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5    You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6    You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7    You must ensure that Content does not duplicate other content available through the Services.

7.8    You must ensure that Content is appropriately categorised.

7.9    You should use appropriate and informative titles for all Content.

7.10  You must at all times be courteous and polite to other users of the Services.

 

8.Marketing and spam

8.1    You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2    Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3    You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.

8.4    You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.

8.5    You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

 

9.Regulated businesses

9.1    You  must inform Provider if your business is a regulated entity. For example governed by the UK Financial Conduct Authority, Pensions Regulator or Gaming Commission or any similar regulatory authority worldwide.

 

10.Monitoring

10.1  You acknowledge that we may actively monitor the Content and the use of the Services.

 

11.Data mining

11.1  You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

 

12.Hyperlinks

12.1  You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

 

13.Harmful software

13.1  The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2  The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.


 

Schedule 3 (Data processing information)

1.Categories of data subject

Those employees, contractors, customers and/or suppliers or other third parties whose data is being transferred between cloud based systems and from Customer systems to either a Customer database or to a database Provider will host.

 

2.Types of Personal Data

Names, addresses, e-mail addresses, contact details and such other Personal Data as being transferred between cloud based systems and from Customer systems to either a Customer database or to a database Provider will host.

 

3.Purposes of processing

For the purposes of Provider providing the Services under this Agreement.

 

4.Security measures for Personal Data

  Our platform moves data from your cloud systems to your data warehouse. We do not persist your data unless we are hosting your data warehouse. All access tokens and connection strings are stored within Microsoft Keyvault. All traffic is over encrypted protocols. Our databases are encrypted at rest.

 

5.Sub-processors of Personal Data

Provider uses Microsoft Azure extensively and as such any data processing.

 

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