This Agreement is a legal agreement between you (Customer or you) and WESOAR LIMITED a company incorporated in England and Wales under number 11932816 whose registered office is at Spaces, 9 Greyfriars Road, Reading, United Kingdom, RG1 1NU (Supplier, us or we) governing our provision of the Services (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). The Services are subject to these terms and conditions and by placing an Order you are deemed to have agreed to and accepted these terms and conditions.
1.1 In this Agreement
Acceptable Use Policy
means the terms and conditions to be adhered to by all users accessing the Cloud Services as set out at Schedule 1;
means any unauthorised or unlawful processing, unauthorised or accidental access or disclosure, loss of, damage to or destruction of Customer Data;
means as applicable from time to time:
(a) any laws, regulations or other subordinate legislation; and
(b) any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business (in each case whether or not legally binding),
which apply to the performance of the Services or to which either party is subject;
means a day other than a Saturday, Sunday or bank or public holiday in England;
means the Supplier’s services described in the online purchase process at wesoar.ai,together with any other computing services provided over the internet by or on behalf of the Supplier pursuant to this Agreement;
means the date of the Supplier’s written acceptance of the Order;
means any information, however conveyed or presented, that relates to the business, affairs, operations, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party, together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked ‘confidential’), or which ought reasonably be considered to be confidential;
means all information, data and content which is either:
(a) provided by the Customer or by an End User to the Supplier when accessing, using or receiving the Services or otherwise in connection with this Agreement;
(b) uploaded to the System by the Customer or an End User;
(c) related, developed or generated by the Customer or an End User while accessing, using or receiving the Services or otherwise in connection with this Agreement;
(d) generated specifically and solely for:
(i) the performance of the Services for the benefit of the Customer or its End Users; or
(ii) the access by the Customer or it’s End Users to the Services; and/or
(e) derived and/or generated from, or based on, (in whole or in part) any of the foregoing;
means any networks and network devices, servers, server hardware, storage systems, computer systems, file systems, print systems, applications, software or software components, database management systems and related systems, used by the Customer from time to time with which the Services or System shall connect, exchange data, interface or otherwise interoperate or communicate;
means any person authorised to use the Services by the Customer, including employees, agents, subcontractors, consultants and end user customers of the Customer;
means the fees as set out in the Order or, where no such provision is set out, in accordance with the Supplier’s scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed;
Force Majeure Event
means an event falling within the description set out at clause 18.1;
Intellectual Property Rights
means copyright, patents, rights in inventions, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
means the Customer’s order for the Services via the online purchase process at wesoar.ai;
means 24 hours a day, seven days a week;
means the Cloud Services together with the performance of all other obligations of the Supplier under this Agreement, as each may be amended from time to time in accordance with this Agreement;
shall have the meaning ascribed to it at clause 11.1;
means all employees, officers, staff, other workers, agents and consultants of the Supplier and/or any sub-contractors who are engaged (directly or indirectly) by the Supplier in connection with the provision of the Services from time to time;
means the systems (including all hardware, equipment, software, peripherals and communications networks) owned, controlled, operated and/or used by the Supplier to supply the Services (but excluding all systems owned or made available by the Customer or the Customer’s third party suppliers);
means the effective term of this Agreement as set out in clause 3.1;
means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
In this Agreement:
1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any);
1.2.2 a reference to a ‘party’ includes that party’s successors and permitted assigns;
1.2.3 the table of contents and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.6 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form and shall include email; and
1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
1.2.8 a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
1.2.9 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2.1 This Agreement constitutes the entire agreement between the Supplier and the Customer and supersedes any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of this Agreement except to the extent that the Supplier otherwise agrees in writing.
2.3 No variation of this Agreement or to an Order shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase Services subject to this Agreement.
2.5 If the Supplier is unable to accept an Order, it shall notify the Customer in writingas soon as reasonably practicable.
2.6 The offer constituted by an Order shall remain in effect and be capable of being accepted by the Supplier for 20Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.
2.7 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
2.7.1 the Supplier’s written acceptance of the Order; or
2.7.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).
2.8 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.
2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of this Agreement.
3.1 This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with clause 15 or otherwise in accordance with the provisions of this Agreement, continue unless or until terminated by either:
3.1.1 the Customer giving not less than three month’s written notice; or
3.1.2 the Supplier giving not less than three month’s written notice.
4.1 With effect from the Commencement Date, the Supplier shall provide and make the Services available during the Service Hours in accordance with the provisions of this Agreement and all Applicable Laws; including providing the Customer with such application programming interfaces or other tools or information as necessary or reasonably required by the Customer in order to enable the interoperation or connection of any part or parts of the Customer Environment to the System or the Cloud Services.
4.2 The Customer shall have the right to use the Services in accordance with the terms and conditions of this Agreement.
4.3 The Supplier shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any scheduled maintenance to the Services.
4.4 The Supplier shall be entitled to improve or update the Services without the Customer’s prior consent and shall use reasonable endeavours to give the Customer at least seven Business Days prior written notice of any improvement or update to the Services.
4.5 The Supplier shall use reasonable endeavours to provide any and all technical support required under this Agreement in respect of the Cloud Services throughout the Term.
5.1 At the Customer’s request, the Supplier shall provide a facility to resolve questions that the Customer may have from time to time regarding the operation and use of the Services.
5.2 The Supplier shall maintain and make available to the Customer a digital operations manual providing a description of the operating processes and systems related to the Services, including any updates, upgrades or new releases or versions of the Servicesand the Customer shall be entitled to provide access to its End Users to such operations manual.
6.1 The Supplier grants the Customer and the Customer’s End Users access to the Services throughout the Term of this Agreement.
6.2 The Customer shall use the Services in accordance with the Acceptable Use Policyand shall ensure that its End Users are aware of and comply withthe terms of the Acceptable Use Policy when using the Services.
6.3 The Customer retains the right to use the Services to access and retrieve all or any part of the Customer Data at any time during the Term.
7.1 Where the Supplier has evidence that an End User has breached the Acceptable Use Policy in a manner which is illegal, the Supplier shall have the right to:
7.1.1 suspend the End User’s access to the Cloud Services as appropriate; and
7.1.2 remove any Customer Data causing the breach from the Cloud Services,
and shall notify the Customer of the breach and any intended related action as soon as is reasonably practicable.
7.2 Without prejudice to clause 7.1, where the Supplier has evidence that the Customer or an End User has materially breached the Acceptable Use Policy the Supplier shall notify the Customer in writing of the alleged breach.
7.3 Without prejudice to clause 7.1, if there is no dispute as to the facts surrounding an alleged material breach notified to the Customer in accordance with clause 7.2 of this Agreement and if the Customer or the End User fails to remedy any such material breach within twoBusiness Days of the Customer’s receipt of the written notice, the Supplier shall be entitled to:
7.3.1 suspend access to the Cloud Services by the entity in breach, being either the Customer or an End User; and
7.3.2 remove any Customer Data causing the alleged breach from the Cloud Services.
7.4 The Supplier shall (to the extent lawful) keep a copy of any Customer Data that is removed from the Cloud Services pursuant to clauses 7.1.2 or 7.3.2 for a period of one month from the date of its removal and, on the Customer’s request during that one month period, shall deliver up to the Customer copies of any such Customer Data.
7.5 The Supplier shall provide a mechanism through which the Customer is able to report to the Supplier breaches of the Acceptable Use Policy by other users in the event that it becomes aware of the same.
8.1 The Customer shall pay the Fees due to the Supplier under this Agreement at the rates and in the manner set out in the Order or, where no such provision is set out,in accordance with the Supplier’s scale of charges in force from time to time or as advised by the Supplier from time to time before the Order is placed.
8.2 The Customer shall pay the Fees due to the Supplier under this Agreement annually or monthly in advance of the supply of the Services.
8.3 The Supplier shall charge the payment method selected by the Customer in the Order (the Payment Method) annually or monthly in advance of the supply of the Services. If the Supplier cannot charge the Payment Method (such as due to expiration or insufficient funds), the Customer shall remain liable for any unpaid Fees and the Supplier shall attempt to charge any alternative payment method (Alternative Payment Method) provided by the Customer from time to time.
8.4 The Supplier shall provide the Customer with a receipt of paymentfollowing charges of the Payment Method or Alternative Payment Method pursuant to clause 8.3.
8.5 All prices are exclusive of VAT (if any) which shall be payable by the Customer at the rate and in the manner prescribed by law.
8.6 To the extent that the Agreement terminates or expires (other than due to termination by the Customer under clauses 15.1 or 15.2), the Customer shall not be entitled to any refund or discount of Fees paid for any parts of any month during which the Services cease to be provided.
8.7 The Supplier may alter or increase the Fees at each anniversary of the Commencement Date by giving the Customer at least 30 days’ notice prior to any such anniversary.
9.1 The Supplier hereby grants the Customer a non-exclusive, sublicensable (including by multi-tier), worldwide, royalty free licence for the Term to access and use, for its own benefit and in its business as required to enable the Customer to provide a service its End Users, the System and the Services and to permit such use and access by its End Users, in accordance with the terms of this Agreement.
9.2 All rights, title and interest in and to Intellectual Property Rights arising in connection with the Customer Data shall:
9.2.1 to the extent that they are commissioned, created, invented or authored by or on behalf of the Supplier, be hereby assigned (by way of present and future assignment) to the Customer with full title guarantee; and
9.2.2 to the extent that they are commissioned, created, invented or authored by or on behalf of the Customer or are licensed to the Customer by a third party, remain vested in the Customer (or the Customer’s licensors) including any derivatives or altered formats of the Customer Data and including where the Customer Data is amalgamated or merged with other Supplier or third party data and nothing in this Agreement shall operate so as to assign or transfer any Intellectual Property Rights in and to any Customer Data,
and the Supplier agrees, at its cost, to use reasonable endeavours to promptly execute such documents and perform such acts as may reasonably be required by the Customer to give effect to this clause 9.2.
9.3 The Customer hereby grants to the Supplier a non-exclusive, revocable, worldwide, royalty free, non-transferable and non-sublicensable licence to use the Customer Data solely and to the extent necessary to provide the Services and otherwise perform its obligations in accordance with the terms of this Agreement. The Supplier shall not have any extended right to use the Customer Data whether in raw form, aggregated or anonymised.
9.4 Except as expressly agreed in this clause 9, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
10.1 The Supplier shall use reasonable endeavours to deal with all enquiries from the Customer relating to the processing of Customer Data within a reasonable period of time and, except with regard to Customer Data removed pursuant to clause 7 which shall be subject to and dealt with in accordance with the terms of that clause, use reasonable endeavours to comply with any request from the Customer requiring the Supplier to amend, transfer, remove or return Customer Data and to certify that this has been done.
10.2 At the Customer’s request the Supplier shall use reasonable endeavours to provide the Customer with a complete and secure encrypted and appropriately authenticated download file of all Customer Data held by the Supplier in the format, and on the media, reasonably specified by the Customer.
10.3 The Customer Data shall be and remain the property of the Customer and the Supplier shall not delete or remove any proprietary notices or other notices contained within or relating to the Customer Data.
10.4 Subject to clause 10.5, the Supplier shall not, without the prior written consent of the Customer, disclose or copy the Customer Data other than as strictly necessary for the performance of the Services.
10.5 If the Supplier receives any request for disclosure of Customer Data by a law enforcement authority, the Supplier shall, unless prevented by law:
10.5.1 promptly notify the Customer prior to making any such disclosure in order to enable the Customer to take such steps as it deems reasonably necessary in order to maintain the confidentiality of such Customer Data;
10.5.2 agree the timing and exact content of any such disclosure with the Customer in advance of it being made; and
10.5.3 disclose only that part of the Customer Data that it is compelled by law to disclose (or which the Supplier has agreed with the Customer pursuant to clause 10.5.2).
10.6 Subject to clause 7, the Supplier shall not delete any Customer Data (including back ups) without the Customer’s prior written consent, and the Customer Data, including any back ups or copies of it and any data or metadata in the possession or control of the Supplier arising out of or in connection with the operation of the Customer Data on the Services, shall be promptly and securely returned to the Customer or, if the Customer so elects, shall be securely deleted or destroyed (unless storage of any data is required by Applicable Laws, in which case the Supplier shall inform the Customer of any such requirement) upon any of the following:
10.6.1 the Customer’s request; or
10.6.2 one month after the termination or expiration of this Agreement; and
where returned to the Customer, the Supplier shall deliver up the Customer Data in a complete and secure encrypted and appropriately authenticated download file in the format, and on the media, reasonably specified by the Customer.
10.7 This clause 10 shall survive termination or expiry of this Agreement for any reason.
11.1 If pursuant to, or in consequence of performing its obligations under this Agreement, the Supplier or any Supplier Personnel is permitted access to any part or parts of the Customer Environment, whether directly or remotely (Supplier Access):
11.1.1 all Supplier Access shall be limited to that part of the Customer Environment as is required for proper performance of the Supplier’s obligations under this Agreement; and
11.1.2 the Supplier and the Supplier Personnel who carry out the Services shall use reasonable endeavours to comply with all security audit and other procedures and requirements of the Customer as notified to the Supplier from time to time in relation to the Supplier Access and the Customer Environment.
11.2 Any part of the Customer Environment to which the Supplier gains Supplier Access shall remain the property of the Customer (or its licensors or lessors) and the Supplier shall not acquire any right title or interest in the Customer Environment or any part of it.
11.3 The Supplier shall not make any alteration or upgrade to the Customer Environment or any part of it without obtaining the prior written consent of a duly authorised representative of the Customer.
12.1 The Supplier shall as soon as is reasonably practicable notify the Customer of any Adverse Events, such notice to include as a minimum:
12.1.1 the nature of the Adverse Event;
12.1.2 a description of the affected Customer Data where the Adverse Event relates to Customer Data;
12.1.3 the identity of the person who caused, or is suspected to have caused, the Adverse Event where the Adverse Event relates to Customer Data; and
12.1.4 the steps that the Supplier has taken, or will take, to mitigate the effect of the Adverse Event and to prevent the Adverse Event from recurring.
13.1 Except to the extent set out in this clause 13, or where disclosure is expressly permitted elsewhere in this Agreement, each party agrees to keep confidential, both during the Term and thereafter, all Confidential Information of the other and not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.
13.2 Clause 13.1 shall not apply to the extent that such information is:
13.2.1 already known to or in possession of the receiving party prior to its disclosure;
13.2.2 publicly available at the time of its disclosure or becomes publicly available through no wrongful act of the receiving party;
13.2.3 rightfully received from a third party without obligation of confidentiality;
13.2.4 independently developed by the receiving party without breach of this Agreement or access to the applicable Confidential Information of the other party; or
13.2.5 is approved for release upon the written permission of the disclosing party.
13.3 Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s Confidential Information in order to exercise the disclosing party’s rights or perform its obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom Confidential Information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were a party.
13.4 On the termination of this Agreement for any reason each party shall forthwith return or, at the other party’s designation, forthwith destroy all Confidential Information of the other party (and all copies thereof whether held by each party by computer, paper or other means) in its possession or control on the date of termination (including, if required, by way of electronic data transfer) and certify to the other party that it has done so.
13.5 For the purposes of this Agreement, the Confidential Information of the Customer shall be deemed to include all Customer Data which is acquired or collected by the Supplier in connection with this Agreement.
13.6 Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
14.1 The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.
14.2 Subject to clause 14.5, the Supplier’s maximum liability for each claim or series of connected claims arising under or in connection with this Agreement shall be limited to 100% of the Fees paid or due and payable during the 12 month period prior to the first cause of action giving rise to the relevant claim or series of connected claims.
14.3 The Supplier shall not be liable to the Customer under this Agreement for any consequential, indirect or special losses.
14.4 Notwithstanding clause 14.5, the Supplier shall not be liable for:
14.4.1 loss, corruption or damage to Customer Data, including the cost of rectifying the same;
14.4.2 liability to third parties (including End Users);
14.4.3 damage to goodwill or reputation;
14.4.4 loss of profits or revenues;
14.4.5 loss of, or damage to, data or information systems;
14.4.6 loss of contract or business opportunities; or
14.4.7 loss of anticipated savings.
14.5 Notwithstanding any other provision of this Agreement, neither the Supplier’s nor the Customer’s liability under this Agreement shall be limited in any way in respect of the following:
14.5.1 death or personal injury caused by negligence;
14.5.2 fraud or fraudulent misrepresentation;
14.5.3 any other losses which cannot be excluded or limited by law; and
14.5.4 any losses caused by wilful misconduct.
14.6 The Supplier gives no warranties and makes no representations in respect of the Services except as expressly set out in this Agreement.
15.1 Notwithstanding clause 3.1, either party may terminate this Agreement at any time by giving notice in writing to the other if that other party:
15.1.1 commits a material breach of this Agreement and such breach is not remediable; or
15.1.2 commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach.
15.2 Either party may terminate this Agreement at any time by giving notice in writing to the other if that party:
15.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
15.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;
15.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
15.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
15.2.5 has a resolution passed for its winding up;
15.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
15.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
15.2.8 has a freezing order made against it;
15.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
15.2.10 is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.9 in any jurisdiction; or
15.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 15.2.1 to 15.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
15.3 If either party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 15, it shall immediately notify that party in writing.
15.4 The Supplier may terminate this Agreement at any time by serving notice in writing on the Customer if the Customer:
15.4.1 brings the reputation of the Supplier into disrepute or does anything likely to cause harm to its reputation; or
15.4.2 has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid fiveBusiness Days after the Customer has received written notification from the Supplier that the payment is overdue.
15.5 Following the expiry or termination of this Agreement for any reason:
15.5.1 the Supplier shall comply with its obligations regarding the preservation, delivery up or destruction of the Customer Data as set out at clause 10.6;
15.5.2 the Customer and its End Users shall immediately cease to have access to the Services provided under this Agreement; and
15.5.3 all outstanding invoices and other sums owed by the Customer to the Supplier shall be paid by the Customer within the earlier of ten Business Days of termination and ten Business Days from the date of an invoice for such amounts.
15.6 Termination shall be without prejudice to the accrued rights and liabilities of the parties.
15.7 Any provision of this Agreement which expressly or by implication is intended to continue in force after termination shall do so notwithstanding termination of expiry of this Agreement.
16.1 Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Schedule 2.
16.2 Unless otherwise expressly stated in this Agreement the Supplier’s obligations and the Customer’s rights and remedies under this clause 16 are cumulative with, and additional to, any other provisions of this Agreement.
16.3 This clause 16 and Schedule 2 shall survive termination or expiry of this Agreement for any reason.
17.1 The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
18.1 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party the effects of which could not have been avoided by a party by compliance with its obligations under this Agreement and which could not otherwise reasonably have been anticipated and avoided.
18.2 The party affected by a Force Majeure Event shall promptly notify the other party in writing when the Force Majeure Event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure Event continues for a continuous period of more than onemonth, the Customer may terminate this Agreement by written notice to the Supplier.
Without prejudice to clause 4.4, no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
The parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
21.1 Notices under this Agreement shall be in writing and sent to a party’s registered office address from time to time(or via email as set out below). Notices may be given, and shall be deemed received:
21.1.1 by first-class post: twoBusiness Days after posting;
21.1.2 by airmail: sevenBusiness Days after posting;
21.1.3 by hand: on delivery; and
21.1.4 by email to firstname.lastname@example.org in the case of the Supplier and to the email address provided in the Order in the case of the Customer: on receipt of a delivery return email.
21.2 This clause does not apply to notices given in legal proceedings or arbitration.
22.1 Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Laws, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
22.1.1 the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
22.1.2 without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
27.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
27.1.1 the terms and conditions in the main body of this Agreement.
27.1.2 the Schedules.
27.2 Subject to the above order of priority between documents, later version of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
This Acceptable Use Policy sets forth below, acceptable practices while using WeSoar Limited SaaS Services or which involve access to the internet (the “Services”). By using the Services, You acknowledge that You have read, understood, and agree to abide by this policy. In addition, You acknowledge that You will be responsible for violations of this policy by third parties that have gained access to the Services through You.
This Policy is designed to assist in protecting the Services, our Networks and infrastructure and other Customers from improper and/or illegal activity using these services over the Internet. All users of the service/s are expected to behave in a reasonable fashion and to adhere to commonly accepted practices of the Internet community.
For the most part, simply exercising good judgment and common sense while using the Services should enable You to remain within the purview of acceptable conduct as further described below. The categories listed below are intended merely to serve as guidelines regarding appropriate and inappropriate conduct; the list is by no means exhaustive and should not be interpreted as such.
If You engage in conduct while using the Services that is in violation of these Policies or is otherwise illegal or improper, We reserve the right to invoke the provisions of the Agreement in relation to Your access to the affected element(s) of the Services.
You may not attempt to gain unauthorised access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any of Our networks, systems, computing facilities, equipment, data, or information. You may not use the Services to engage in any activities that may interfere with the ability of others to access or use the Services or the Internet. You may not attempt to gain unauthorised access to the user accounts or passwords of other users.
You agree to use Our Services only for lawful purposes. Use of the Services for transmission, distribution, retrieval, or storage of any information, data, or other material in violation of any applicable law or regulation (including, where applicable any tariff or treaty) is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorisation and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory, or otherwise unlawful.
You are also prohibited from the following activities:
You and We will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity.
We will store and process all personal data in accordance with the General Data Protection Regulation 2017 and any other applicable privacy legislation as amended from time to time.
Although we provide SaaS and Hosted services only through the Internet, we do not operate or control the information, services, opinions or other content of the Internet. You agree that You shall make no claim whatsoever against Us relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet.
We reserve the right to modify this Policy from time-to-time at Our sole discretion. We will notify You of any such modifications either via e-mail or by posting a revised copy of the Policy on our website.
We reserve the right, where reasonably required, to install and use, or to have You install and use, any appropriate devices to prevent violations of these Policies, including devices designed to filter or terminate access to the Services. We shall consult with You prior to installing, or requiring the installation of, any such devices.
If You become aware of any violation of these Policies by any person, including third parties that have accessed the Services through it, You shall inform us without undue delay.
DATA PROCESSING AGREEMENT
This Data Processing Agreement (“DPA” or “Agreement”) is entered into between the Controller and the Processor and is incorporated into and governed by the terms of the Agreement.
Any capitalised term not defined in this DPA shall have the meaning given to it in the Agreement.
Upon signing the Order Sheet or completing an online Order Sheet the parties agree that this DPA is incorporated into and governed by the terms of the Agreement.
Overview of data processing activities to be performed by the Processor
The Controller transfers Personal Data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.
The Controller is the Customer set out in the Order Sheet.
The Processor received data identified in sections 3, 4 and 5 below, as it relates to the processing operations identified in section 6 below.
The Processor is:
WESOAR LIMITED a company incorporated in England and Wales under number 11932816 whose registered office is at Spaces, 9 Greyfriars Road, Reading, United Kingdom, RG1 1NU.
The Personal Data transferred concern the following categories of Data Subjects:
The Personal Data transferred concern the following categories of data:
No sensitive data or special categories of data are permitted to be transferred and shall not be contained in the content of or attachments to emails. Sensitive data is defined as data consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation, the commission or alleged commission of any offence, any proceedings for any alleged or committed office and the disposal of such proceedings or the sentence of any court in such proceedings.
The Personal Data transferred will be subject to the following basic processing activities:
Technical and Organisational Security Measures
The following descriptions provide an overview of the technical and organisational security measures implemented. It should be noted however that, in some circumstances, in order to protect the integrity of the security measures and in the context of data security, detailed descriptions may not be available, however additional information regarding technical and organisational measures may be found in the Information Security Policy. It is acknowledged and agreed that the Information Security Policy and the technical and organisational measures described therein will be updated and amended from time to time, at the sole discretion of the Processor. Notwithstanding the foregoing, the technical and organisational measures will not fall short of those measures described in the Information Security Policy in any material, detrimental way.
Personal Data is kept on servers hosted in data centres that adhere to strict and independently verified standards of physical access control which include ISO27001 as a minimum[NP1] .
Remote access by WeSoaremployees to the data processing systems is only possible after successful authentication and authorisation by a centralised directory service[NP2] . All access attempts, successful and unsuccessful are logged and monitored. Access to End User’s WeSoar account is authenticated by successfully entering an email address or user name or registered mobile phone number and password of the user’s choice, or via one of the Single Sign On options available such as SAML2.0, or Login with Google, Microsoft or Slack[NP3] .
Additional technical protections are in place using firewalls and proxy servers and state of the art encryption technology[NP4] that is applied where appropriate to meet the protective purpose based on risk.
Technical and organisational measures regarding the on-demand structure of the authorisation concept, data access rights and monitoring and recording of the same:
Measures regarding data access control are targeted on the basis that only such data can be accessed for which an access authorisation exists and that data cannot be read, copied, changed or deleted in an unauthorised manner during the processing and after the saving of such data.
Access to data necessary for the performance of the particular task is ensured within the systems and applications by a corresponding role and authorisation concept. In accordance to the “least privilege” and "need-to-know" principles, each role has only those rights which are necessary for the fulfilment of the task to be performed by the individual person.
To maintain data access control, state of the art encryption technology is applied to the Personal Data itself where deemed appropriate to protect sensitive data based on risk.
Technical and organisational measures regarding the transport, transfer, transmission, storage and subsequent review of Personal Data on data media (manually or electronically):
Transmission control is implemented so that Personal Data cannot be read, copied, changed or deleted without authorisation, during transfer or while stored on data media, and so that it can be monitored and determined as to which recipients a transfer of Personal Data is intended.
The measures necessary to ensure data security during transport, transfer and transmission of Personal Data as well as any other company or Customer Data are detailed in the [NP5] Information Security Policy. This standard includes a description of the protection required during the processing of data, from the creation of such data to deletion, including the protection of such data in accordance with the data classification level.
For the purpose of transfer control, an encryption technology is used (e.g. remote access to the company network via two factor VPN tunnel and full disk encryption). [NP6] The suitability of an encryption technology is measured against the protective purpose.
The transfer of Personal Data to a third party (e.g. customers, sub-contractors, service providers) is only made if a corresponding contract exists, and only for the specific purposes. If Personal Data is transferred to companies located outside the EEA, the Processor provides that an adequate level of data protection exists at the target location or organisation in accordance with the European Union's data protection requirements, e.g. by employing contracts based on the Standard Contractual Clauses[NP7] .
Technical and organisational measures regarding recording and monitoring of the circumstances of data entry to enable retroactive review:
System inputs are recorded in the form of log files therefore it is possible to review retroactively whether and by whom Personal Data was entered, altered or deleted[NP8] .
Technical and organisational measures to differentiate between the competences of principal and contractor:
The aim of the data processing control is to provide that Personal Data is processed by a commissioned data processor [NP9] in accordance with the Instructions of the principal.
Details regarding data processing control are set forth in the Agreement and DPA.
Technical and organisational measures regarding data backup (physical/logical):
Data is stored in triplicate [NP10] in near real time. Transaction logs backups [NP11] are taken every 5-10 minutes. Differential backups [NP12] are taken every few hours, and full backups [NP13] are taken weekly. The backup retention period is 35 days[NP14] . All backups are encrypted.
If Personal Data is no longer required for the purposes for which it was processed, it is deleted promptly. It should be noted that with each deletion, the Personal Data is only locked in the first instance[NP15] and is then deleted for good with a certain delay. This is done in order to prevent accidental deletions or possible intentional damage.
Technical and organisational measures regarding purposes of collection and separated processing:
Personal Data used for internal purposes only e.g. as part of the respective customer relationship, may be transferred to a third party such as a subcontractor, solely under consideration of contractual arrangements and appropriate data protection regulatory requirements.
Employees are instructed to collect, process and use Personal Data only within the framework and for the purposes of their duties (e.g. service provision). At a technical level, multi-client capability includes separation of functions as well as appropriate separation of testing and production systems.
Customer Data is stored in a way that logically separates it from other customer data.
Customer data is encrypted at rest using AES256 bit encryption and data in transit is protected by Transport Layer Security (“TLS”).[NP16]
Standard Contractual Clauses
Commission Decision C(2010)593 Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection the Controller, (the data “exporter”)
the Processor, (the data “importer”)
each a “party”; together “the parties”,
HAVE AGREED on the following Standard Contractual Clauses (the “Standard Contractual Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Exhibit A of the DPA.