Introduction
Welcome to the CustomsPlus SaaS Terms & Conditions.
These Master SaaS Terms governthe access and use of Services including A Free or Trial Service (see clause 3). The Customer accepts and agrees these Master SaaSTerms by (1) clicking an ‘I accept’ or similar button or checkbox to indicateacceptance, (2) executing or otherwise accepting an Order Form that referencesthese Master SaaS Terms, or (3) accessing or using the Services on an unpaidbasis, including but not limited to a Free of Trial Service.
1 Definitions and interpretation
1.1 The definitions and rules of interpretation set out in thescheduleshall apply to our Agreement.
1.2 In our Agreement:
1.2.1 each Order Formentered into by the Customer shall form a separate agreement, incorporating theseMaster SaaS Terms together with the Addendums, the SubscribedService Specific Terms for the respective Subscribed Services (if applicable) and the Policies (our Agreement);
1.2.2 in the event of any conflict in respect of theprovisions of our Agreement and/or the documents referred to in it thefollowing order of priority shall prevail (in descending order of priority):
(a) the Order Form;
(b) the Subscribed ServiceSpecific Terms;
(c) the Addendums;
(d) the Policies;
(e) the Master SaaS Terms;and
(f) the Documentation;and
1.2.3 subject to the order of priority between documents inclause 1.2.2,later versions of documents shall prevail over earlier ones if there is anyconflict or inconsistency between them.
1.3 Any obligation of Customs Plus under our Agreement tocomply or ensure compliance by any person or the Services with any law shall be limited tocompliance only with laws within the SubscribedTerritory as generally applicable to businesses and to providers ofsoftware as a service solutions. Such obligations shall not be construed tocreate any obligation on Customs Plus (or anyone acting on its behalf) or anypart of the Services to comply with anylaws or regulations which apply solely to specific commercial or otheractivities (such as insurance, legal advice or banking or other professional services)or which apply solely to a specific commercial or non-commercial sector (orpart thereof) (such as the public, legal, accountancy, actuarial, insurance,banking or financial service sectors).
1.4 The Customer must comply with all laws and regulationsapplicable to its use of the Services, including laws related to privacy, dataprotection and confidentiality of communications. The Customer is responsible for providing noticeand obtaining all necessary rights for Customs Plus to provide the Services,implementing and maintaining privacy protections and security measures forcomponents that the Customer provides or controls, and for determining whetherthe Services are appropriate for storage and processing of information subjectto any specific law or regulation.
2 Rights of use
2.1 Upon OrderAcceptance and subject to the terms of our Agreement, Customs Plusgrants the Customer a non-exclusive, non-transferable, personal right to (i) use each Subscribed Service including, withoutlimitation, the reports and data generated for the Customer through its use ofthe Subscribed Service during Service Hours;(ii) to permit Authorised Users to use each SubscribedService and to permit each Subscribed Service to be used in association withthe Customer’s Marks; and (iii) copy and use the Documentation as strictly necessary for its useby Authorised Users of the Subscribed Services,within the relevant Subscribed Territoryduring the Subscribed Service Period forthe Permitted Purpose.
2.1 The Customer acknowledges that access to the Subscribed Services may take up to two Business Days from Order Acceptance to initially set up and thatuse of the Subscribed Services is at alltimes subject to the Customer’s compliance with our Agreement and therequirements identified in our Agreement (including all minimum systemrequirements).
2.2 The Customer acknowledges that the Services do not include: (i) any services, systems or equipmentrequired to access the internet (and that the Customer is solely responsiblefor procuring access to the internet and for all costs and expenses inconnection with internet access, communications, data transmission and wirelessor mobile charges incurred by it in connection with use of the Services);(ii) dedicated data back up or disaster recovery facilities (and the Customershould ensure it at all times maintains backups of all Customer Data); or(iii) legal, accounting or other professional or regulated services and that,except as expressly stated in our Agreement, no assurance is given that the Services will comply with or satisfy any legalor regulatory obligation of any person.
3 Free or Trial Service
3.1 If the Customer is provided a Free or Trial Service to aSubscribed Service such Free or Trial Service is for the sole and exclusivepurpose of enabling the Customer to evaluate a prospective purchase of theServices and not to be deployed as part of the Customer’s business processes. Certain features may not be available for useduring any Free or Trial Service.
3.2 All Free or Trial Services, are subject to ourAgreement; supplemental terms and conditions made available by Customs Plus mayalso apply and are incorporated herein by reference. In the event of a conflict between this clause3 and other provision of our Agreement, this clause 3 shall control.
3.3 The Customer agrees that Customs Plus, in its solediscretion and for any or no reason may terminate the Customer’s access to freeuse or any part thereof without prior notice, and the Customer agrees that CustomsPlus will not be liable to the Customer or any third party for such termination. The Customer is solely responsible for exportingCustomer Data, if applicable, from the Services subject to free use prior totermination or expiration of its access to free use.
3.4 Notwithstanding anything to the contrary in clause 9the Customer shall be fully liable under these Master SaaS Terms to CustomsPlus and its Affiliates for any breach by the Customer of these Master SaaSTerms or any damages arising out of the Customers use of the Services underthis Clause 3.
4 Authorised Users
4.1 The Customer shallensure that only Authorised Users use theSubscribed Services and that such use isat all times in accordance with our Agreement.
4.2 The Customer shall keep a list of all Authorised Users and shall notify Customs Pluswithin two Business Days if any updatesto any list of Authorised Users are madeor required, including when Authorised Userscease to be employed or engaged by a relevant entity such that they are nolonger entitled to be Authorised Users.
4.3 The Customer shall ensure that the number of Authorised Users for each Subscribed Service do not exceed the number of Purchased Authorised Users Accounts for therelevant Subscribed Service at any time.The Customer is entitled to remove one individual as an Authorised User and replace them with anotherindividual in accordance with the terms of our Agreement, but Authorised User accounts cannot be shared orused by more than one individual at the same time.
4.4 Without prejudice to any other right or remedy of CustomsPlus, in the event the Customer is in breach of clause 4.3then: (i) the warranties in clause 9.3shall cease to apply to the relevant SubscribedService for the duration of the period during which the Customer is inbreach of clause 4.3;and (ii) the Customer shall be liable to payfor the number of Authorised Users abovethe number of Purchased Authorised UsersAccounts for that Subscribed Servicefor the relevant period during which infringement occurred in accordance with Customs Plus’s Standard Pricing Terms.
4.5 The Customer shall: (i) be liable for the actsand omissions of the Authorised Users asif they were its own; (ii) onlyprovide Authorised Users with access tothe Services via the access method provided by Customs Plus andshall not provide access to (or permit access by) anyone other than an Authorised User; and procure that each Authorised User is aware of, and complies with,the obligations and restrictions imposed on the Customer under our Agreement,including all obligations and restrictions relating to Customs Plus’s Confidential Information.
4.6 The Customer warrants and represents that it, and all AuthorisedUsers and all others acting on its or their behalf (including systemsadministrators) shall, keep confidential and not share with any third party (orwith other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation asnecessary for use of the Service) theirpassword or access details for any SubscribedService.
4.7 The Customer shall (and shall ensure all Authorised Users shall) at all times complywith the Acceptable Use Policy and allother provisions of our Agreement.
4.8 If any password has been provided to an individual thatis not an Authorised User, the Customershall, without delay, disable any such passwords and notify Customs Plus immediately.
4.9 The Customer shall comply (and shall ensure all Authorised Users comply) with all applicablelaws, rules, and regulations governing export that apply to the Services, the CustomerData and the Documentation (or anypart), and shall not export or re-export, directly or indirectly, separately oras a part of a system, the Services, the Customer Data or the Documentation (or any part) to, or access oruse the Services, the Customer Data or the Documentation (or any part) in, any country orterritory for which an export licence or other approval is required, withoutfirst obtaining such licence or other approval. Without prejudice to the CustomsPlus’s obligations under the Data ProtectionAddendum, the Customer shall be solely responsible for ensuring itsaccess, importation and use of the Services,the Customer Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies withall export and other laws.
4.10 Clauses 4.5to 4.9 (inclusive) shall survive termination or expiry of our Agreement.
5 Indemnity
TheCustomer shall indemnify, keep indemnified and hold harmless Customs Plus (on CustomsPlus’s own behalf on behalf of each of Customs Plus’s Affiliates) from and against any losses,claims, damages, liability, Data ProtectionLosses, costs (including legal and other professional fees) and expensesincurred by it (or any of its Affiliates)as a result of the Customer’s breach of our Agreement. This clause 5shall survive termination or expiry of our Agreement.
6 Support
Customs Plus will, as part of the Subscribed Serviceand at no additional cost to the Customer, provide the Customer with CustomsPlus Support Services during Business Hours in accordance with CustomsPlus Support Services Policy in effect at the time that the respectiveSubscribed Service is provided. CustomsPlus may amend the Support Services Policy in its sole and absolute discretionfrom time to time. The Customer may purchaseenhanced support services separately at Customs Plus then current rates.
7 Changes to services and terms
7.1 Customs Plus may at its absolute discretion make, andnotify the Customer of, updated versions of the documents referred to in clause1.2.2or other documents referred to in any part of our Agreement (excluding in eachcase the Order Form) from time to time bynotifying the Customer of such update by e-mail (together with a copyof the update or a link to a copy of the update) (Update Notification). Customs Plus shallcomply with its related obligations in the DataProtection Addendum.
7.2 The document(s) subject to such Update Notification shall replace the precedingversion of the same document(s) for the purposes of our Agreement from the date30 Business Days’after Update Notification of such reviseddocument(s) (the Update) (or at such laterdate as the Customs Plus may specify).
7.3 In the event that the Customer reasonably believes thatany Update materially impacts it negativelyin any manner it may by notice elect to terminate our Agreement in respect ofall impacted Subscribed Services providedit exercises such right prior to such Updatetaking effect pursuant to clause 7.2on not less than 10 Business Days priorwritten notice and notifies Customs Plus at the time of exercising such right ofthe negative impact which has caused it to exercise this right. In the event of such termination the Customer shallreceive a refund of any pre-paid Fees inrespect of such terminated Services. To themaximum extent permitted by law, this clause 7.3 sets out the Customer’s soleand exclusive remedy (howsoever arising, whether in contract, negligence or otherwise)for any termination where an Update materially impacts the Customer.
7.4 The Customer acknowledges that Customs Plus shall beentitled to modify the features and functionality of the Services. Customs Plusshall use reasonable endeavours to ensure that any such modification does not materiallyadversely affect the use of the relevant Subscribed Service(s) by the CustomsPlus’s customers generally. Customs Plus may, without limitation to thegenerality of this clause 7.4,establish new limits on the Services (orany part), including limiting the volume of data which may be used, stored ortransmitted in connection with the Service,remove or restrict application programming interfaces or make alterations todata retention periods, provided such changes are introduced by Update to the relevant impacted contractualdocuments. Customs Plus shall comply with its related obligations in the Data Protection Addendum.
8 Fees
8.1 The Subscription Feeand any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Customerat the rates and in the manner described in the PricingTerms.
8.2 Customs Plus shall invoice the Customer and theCustomer shall pay each invoice within the Payment Terms.
8.3 The Fees areexclusive of all taxes, duties, levies, fines or similar governmental assessmentsincluding sales and use taxes, VAT, goods andservices taxes, excise, business, service, and similar transactional taxesimposed by any jurisdiction and the interest and penalties thereon(collectively, “Taxes”). The Customer shallbe responsiblefor and bear Taxes associated with its purchase of, payment for, access to oruse of the Services. Taxes shall not bededucted from the payments to Customs Plus, except as required by law, in whichcase the Customer shall increase the amount payable as necessary so that aftermaking all required deductions and withholdings, Customs Plus receives and retains (free fromany Tax liability) an amount equal to the amount it would have received had nosuch deductions or withholdings been made. Each party is responsible for andshall bear taxes imposed on its net income. If the Customer is a tax-exemptentity or claims exemption from any Taxes under our Agreement, the Customershall provide a tax exemption number on the Order Form and a certificate uponexecution of the Order Form and, after receipt of valid evidence of exemption, CustomsPlus shall not charge the Customer any Taxes from which it is exempt. If CustomsPlus is required to invoice or collect Taxesassociated with Customer's purchase of,payment for, access to or use of the Services, Customs Plus will issue aninvoice to the Customer including the amount of those Taxes, itemised whererequired by law. The Customershall provide to Customs Plus its VAT or goods and services taxesidentification number(s) on the Order Form for (i) the country where the Customerhas established its business and/or (ii) any other country where Customer has afixed establishment. The parties' obligations under this clause shall survivethe termination or expiration of our Agreement.
8.4 Fees payable to CustomsPlus under our Agreement shall be paid into Customs Plus’s bank account by BACS, CHAPS, Visa and Mastercard unless otherwisenotified by Customs Plus to the Customer in writing in accordance with ourAgreement.
8.5 Customs Plus shall have the right to charge interest onoverdue invoices at the rate of 4% per year above the base rate of LloydsBank Plc, calculated from the date when payment of the invoice becomes due forpayment up to and including the date of actual payment whether before or afterjudgment.
8.6 Customs Plus shall be entitled to increase the Fees for any and all Services at any time by notice to the Customerprovided that the Customs Plus shall not be entitled to increase the Fees on less than six weeks prior notice ormore than once every 3 months.
8.7 To the extent our Agreement terminates or expires (otherthan due to termination by the Customer under clauses 7.3 or 22.3 the Customershall not be entitled to any refund or discount of Fees paid for any parts of any month duringwhich the Services cease to be provided.
8.8 The Customer understands that one or more invoices maybe issued under each Order Form, that multiple Order Forms may be executed underour Agreement, that the Customer shall have no right to set-off, deduct from orreduce payments owned under any Order Form in respect of any claim against orobligation of Customs Plus whatsoever, and that the Customer’s obligation topay for the Services ordered under one Order Form is separate from, and notcontingent on delivery or performance of the Services ordered under any otherOrder Form.
8.9 In the event of a good faith dispute for payment on anyinvoice, the Customer will, within 15 days of receipt of the invoice, notifyCustoms Plus in writing of the dispute and the parties will use commerciallyreasonable efforts to resolve such dispute. Undisputed amounts remain payable as provided herein and in the relevantOrder Form. The existence of a disputeshall not delay, limit or restrict Customs Plus rights to collect such amountsor enforce its right to payment.
9 Warranties
9.1 Each party warrants that: (i) it has the full power andauthority to enter into our Agreement and to perform its obligations hereunder,without the need for any consents or approvals; and (ii) its acceptance of andperformance under our Agreement will not breach any agreement with any thirdparty or any obligation owned by it to any third party.
9.2 The Customer warrants that: (i) it has and shallmaintain all necessary licences, authorisations, permits, rights, consents,registrations, approvals and title necessary for the purpose of carrying outits rights and obligations under this Agreement and in connection with anyinstructions given by Customer to CDL; (ii) Customs Plus use of any third party materials supplied bythe Customer in connection with our Agreement, shall not cause Customs Plus toinfringe the rights, including any Intellectual Property Rights, of any thirdparty; and (iii) it will comply with the applicable laws (as applicable to theCustomer) in performing its obligations under our Agreement.
9.3 Subject to the remainder of this clause 9,Customs Plus warrants that eachSubscribed Service shall operatematerially in accordance with its Descriptionwhen used in accordance with our Agreement under normal use and normalcircumstances during the relevant SubscribedService Period and it shall provideeach of the Services with reasonable careand skill.
9.4 The Customer acknowledges that clause 9.3 does notapply to Free or Trial Services or to Support Services provided in connection withthe same. Without prejudice to Customs Plus’s obligations under our Agreementin respect of Protected Data, Free or Trial Services and Support Services provided in connection withthe same are provided ‘as is’ and without warranty of any kind, express orimplied to the maximum extent permitted by law.
9.5 The Services maybe subject to delays, interruptions, errors or other problems resulting fromuse of the internet or public electronic communications networks used by the parties or third parties. The Customeracknowledges that such risks are inherent in cloud services and that CustomsPlus shall have no liability for any such delays, interruptions, errors orother problems.
9.6 If there is a breach of any warranty in clause 9.3 CustomsPlus shall at its option use reasonable endeavours to repair or replace theimpacted Services within a reasonabletime or (whether or not it has first attempted to repair or replace theimpacted Service) refund the Fees for the impacted Services which were otherwise payable for theperiod during which Customs Plus was inbreach of any such warranty (provided such period is at least 14 consecutivedays). To the maximum extent permitted by law, this clause 9.6sets out the Customer’s sole and exclusive remedy (however arising, whether incontract, negligence or otherwise) for any breach of any of the warranties inclause 9.3.
9.7 The warranties in clause 9.3are subject to the limitations set out in clause 19and shall not apply to the extent that any error in the Services arises as a result of:
9.7.1 incorrect operation or use of the Services by the Customer or any Authorised User (including any failure tofollow the Documentation or failure tomeet minimum specifications);
9.7.2 use of any of the Servicesother than for the purposes for which it is intended;
9.7.3 use of any Serviceswith other software or services or on equipment with which it is incompatible(unless Customs Plus recommended or required the use of that other software orservice or equipment in the User Manual and/orDescription;
9.7.4 any act by any third party (including hacking or theintroduction of any virus or malicious code);
9.7.5 any modification of Services(other than that undertaken by Customs Plusor at its direction); or
9.7.6 any breach of our Agreement by the Customer (or by any Authorised User).
9.8 Customs Plus may make Non-CustomsPlus Materials available for the Customer’s use in connection with the Services. The Customer agrees that:
9.8.1 Customs Plus has no responsibility for the use orconsequences of use of any Non-Customs PlusMaterials;
9.8.2 the Customer’s use of any Non-Customs Plus Materials shall be governed bythe applicable terms between the Customer and the owner or licensor of therelevant Non-Customs Plus Materials;
9.8.3 the Customer is solely responsible for any Non-Customs Plus Materials used in connectionwith the Services and for compliance withall applicable third party terms which may govern the use of such Non-Customs Plus Materials; and
9.8.4 the continued availability, compatibility with the Services and performance of the Non-Customs Plus Materials is outside thecontrol of Customs Plus and Customs Plus has no responsibility for anyunavailability of or degradation in the Servicesto the extent resulting from the availability, incompatibility or performanceof any of the Non-Customs Plus Materials;
9.9 The Customer acknowledges that no liability orobligation is accepted by Customs Plus (howsoever arising whether under contract,tort, in negligence or otherwise): (i) that the Subscribed Services shall meet the Customer’sindividual needs, whether or not such needs have been communicated to CustomsPlus; (ii) that theoperation of the Subscribed Servicesshall not be subject to minor errors or defects; or (iii) that the Subscribed Services shall be compatible withany other software or service or with any hardware or equipment except to theextent expressly referred to as compatible in the User Manual and/orDescription.
9.10 Other than as set out in this clause 9,and subject to clause 19.7,all warranties, conditions, terms, undertakings or obligations whether expressor implied by statute, common law or otherwise and including any implied termsrelating to quality, fitness for any particular purpose or ability to achieve aparticular result are excluded to the extent permitted by law.
10 Customs Plus obligations
10.1 Unless agreed in writing Customs Plus shall notdisclose its identity during the course of providing the Subscribed Services tothe Customer and Authorised Users and Customs Plus Marks shall not appear on thoseparts of the Applications that are accessible to Authorised Users.
10.2 The Customer acknowledges and agrees that Customs Plus may includethe Customer's name or the Customer's Marks in a list of Customs Plus customersin any medium; and Customs Plus may refer to the Customer, orally or in writing,as a customer of the Services for promotional, marketing and financialreporting purposes.
11 Customer’s responsibilities
11.1 The Customer shall (and shall ensure all Authorised Users shall) at all times complywith all applicable laws relating to the use or receipt of the Services, includinglaws relating to privacy, data protection and use of systems and communications.
11.2 The Customer shall use commercially reasonable effortsto prevent unauthorised access to or use of the Services, and promptly notifyCustoms Plus of any such unauthorised use or access.
11.3 The Customer shall ensure that use of Customs PlusProperties is only in accordance with the Agreement, the Documentation, and allapplicable laws and government regulations, including without limitation data protectionlaws.
11.4 The Customer shall implement and operate up-to-date generallyavailable network protection and anti-virus software on the Customers Systems.
11.5 The Customer shall immediately notify Customs Plus in theevent that the Customer no longer has any rights, consents or licences requiredpursuant to the terms of our Agreement.
12 Intellectual property
12.1 All IntellectualProperty Rights in and to the Services(including in all Applications, Documentation, Customs Plus Marks and all Customs Plus Provided Materials) belong to andshall remain vested in Customs Plus or the relevant third party owner. To the extent that the Customer, any of its Affiliates or any person acting on its or theirbehalf acquires any Intellectual Property Rightsin the Applications, Documentation, Customs Plus Marks, Customs Plus Provided Materials or any otherpart of the Services, the Customer shallassign or procure the assignment of such IntellectualProperty Rights with full title guarantee (including by way of presentassignment of future Intellectual PropertyRights) to Customs Plus or such third party as the Customs Plus mayelect. The Customer shall execute all such documents and do such things as CustomsPlus may consider necessary to give effect to this clause 12.1.
12.2 Customs Plus has no obligation to deliver any copies ofany software to the Customer in connection with our Agreement or the Services.
12.3 The Customer and AuthorisedUsers may be able to store or transmit CustomerData using one or more Subscribed Serviceand the Subscribed Services may interactwith Customer Systems. The Customerhereby grants a royalty-free, non-transferable, non-exclusive licence for CustomsPlus (and each of its direct and indirect sub-contractors) to use, copy andother otherwise utilise the Customer Dataand Customer Systems to the extentnecessary to perform or provide the Servicesor to exercise or perform Customs Plus’s rights, remedies and obligations underour Agreement.
12.4 To the extent Non-CustomsPlus Materials are made available to, or used by or on behalf of the Customer,any Authorised Affiliate or any Authorised User in connection with the use orprovision of any Subscribed Service, suchuse of Non-Customs Plus Materials(including all licence terms) shall be exclusively governed by applicable thirdparty terms notified or made available by Customs Plus or the third party andnot by our Agreement. Customs Plus grants no IntellectualProperty Rights or other rights in connection with any Non-Customs Plus Materials.
12.5 All uses of a party’s Marks, including all goodwillarising, shall accrue solely to the benefit of the party owning the IntellectualProperty Rights in those Marks.
12.6 Customs Plus may use any feedback and suggestions forimprovement relating to the Servicesprovided by the Customer, the Authorised Affiliatesor any Authorised User without charge or limitation(Feedback). The Customer hereby assigns (orshall procure the assignment of) all IntellectualProperty Rights in the Feedbackwith full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Customs Plusat the time such Feedback is firstprovided to Customs Plus.
12.7 The Customer hereby waives (and shall ensure allrelevant third parties have waived) all rights to be identified as the authorof any work, to object to derogatory treatment of that work and all other moralrights in the Intellectual Property Rightsassigned to Customs Plus under our Agreement.
12.8 Except for the rights expressly granted in ourAgreement, the Customer, any Authorised User,any Customer Affiliate and their directand indirect sub-contractors, shall not acquire in any way any title, rights ofownership, or Intellectual Property Rightsof whatever nature in the Services (orany part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a resultof our Agreement.
12.9 This clause 12shall survive the termination or expiry of our Agreement.
13 Defence against infringement claims
13.1 Subject to clauses 13.2and 13.5,Customs Plus shall:
13.1.1 defend at its own expense any claim brought against theCustomer by any third party alleging that the Customer’s use of the Services infringes any copyright, databaseright or registered trade mark, registered design right or registered patent in(an IP Claim); and
13.1.2 pay, subject to clause 13.3,all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
13.2 The provisions of clause 13.1shall not apply unless the Customer:
13.2.1 promptly notifies Customs Plus upon becoming aware ofany actual or threatened IP Claim andprovides full written particulars;
13.2.2 makes no comment or admission and takes no action thatmay adversely affect Customs Plus’s ability to defend or settle the IP Claim;
13.2.3 provides all assistance reasonably required by CustomsPlus subject to Customs Plus paying the Customer’s reasonable costs; and
13.2.4 gives Customs Plus sole authority to defend or settlethe IP Claim as Customs Plus considersappropriate.
13.3 The provisions of clause 19shall apply to any payment of costs and damages awarded or agreed in settlementor final judgment of an IP Claim underclause 13.1.
13.4 In the event of any IPClaim Customs Plus may elect to terminate our Agreement immediately bywritten notice and promptly refund to the Customer on a pro-rata basis for anyunused proportion of Fees paid inadvance. This clause 13.4is without prejudice to the Customer’s rights and remedies under clauses 13.1.
13.5 Customs Plus shall have no liability or obligationunder this clause 13in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:
13.5.1 any modification of the Services(or any part) without Customs Plus’s express written approval;
13.5.2 any Non-Customs PlusMaterials;
13.5.3 any Customer Data;
13.5.4 any Free or Trial Services(or any Support Services provided inconnection with them);
13.5.5 any Open Source Software;
13.5.6 any breach of our Agreement by the Customer;
13.5.7 installation or use of the Services (or any part) otherwise than in accordancewith our Agreement and the User Manual;or
13.5.8 installation or use of the Services (or any part) in combination with anysoftware, hardware or data that has not been supplied or expressly authorisedby Customs Plus.
13.6 Subject to clause 19.7,the provisions of this clause 13set out the Customer’s sole and exclusive remedy (howsoever arising, includingin contract, tort, negligence or otherwise) for any IP Claim.
14 Customer Systems and Customer Data
14.1 Customer Datashall at all times remain the property of the Customer or its licensors.
14.2 Except to the extent Customs Plus has directobligations under data protection laws, the Customer acknowledges that CustomsPlus has no control over any Customer Datahosted as part of the provision of the Servicesand may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (andis exclusively responsible for) the accuracy, quality, integrity and legalityof the Customer Data and that its use(including use in connection with the Service) complies with all applicablelaws and Intellectual Property Rights.
14.3 If Customs Plus becomes aware of any allegation thatany Customer Data may not comply with theAcceptable Use Policy or any other part of our Agreement Customs Plus shall havethe right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being inbreach of any of the foregoing from the Servicesand/or disclose Customer Data to lawenforcement authorities (in each case without the need to consult theCustomer). Where reasonably practicable and lawful Customs Plus shall notifythe Customer before taking such action.
14.4 Except as otherwise expressly agreed in our Agreement, CustomsPlus shall not be obliged to provide the Customer with any assistance extracting,transferring or recovering any data whether during or after the Service Period. The Customer acknowledges andagrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensurethe continuation of the Customer’s and AuthorisedAffiliates’ businesses. The Customer shall, without limitation, ensurethat it backs up (or procures the back up of) all Customer Data regularly (in accordance withits, its Authorised Affiliates and its Authorised User’s needs) and extracts it fromeach Subscribed Service prior to thetermination or expiry of our Agreement or the cessation or suspension of any ofthe Services.
14.5 Customs Plus routinely undertakes regular backups ofthe Subscribed Services (which may includeCustomer Data) for its own businesscontinuity purposes. The Customer acknowledges that such steps do not in any waymake Customs Plus responsible for ensuring the CustomerData does not become inaccessible, damaged or corrupted. To the maximumextent permitted by applicable law, Customs Plus shall not be responsible(under any legal theory, including in negligence) for any loss of availabilityof, or corruption or damage to, any CustomerData.
14.6 Unless otherwise set out in the Order Form, the SubscribedService Specific Terms or subsequently agreed by the parties in writing, the Customer hereby instructsthat Customs Plus shall within 60 days of the earlier of the end of theprovision of the Services (or any part)relating to the processing of the Customer Datasecurely dispose of such Customer Dataprocessed in relation to the Services (orany part) which have ended (and all existing copies of it) except to the extentthat any Relevant Law (as defined in the Data Protection Addendum) requires CustomsPlus to store such Customer Data. CustomsPlus shall have no liability (howsoever arising, including in negligence) forany deletion or destruction of any such CustomerData undertaken in accordance with our Agreement.
15 Confidentiality and security of Customer Data
15.1 Customs Plus shall maintain the confidentiality of the Customer Data and shall not without the priorwritten consent of the Customer or in accordance with our Agreement, discloseor copy the Customer Data other than asnecessary for the performance of the Servicesor its express rights and obligations under our Agreement.
15.2 Customs Plus shall implement technical and organisationalsecurity measures in accordance with the InformationSecurity Addendum.
15.3 Customs Plus:
15.3.1 undertakes to disclose the Customer Data only to those of its officers,employees, agents, contractors and direct and indirect sub-contractors to whom,and to the extent to which, such disclosure is necessary for the purposescontemplated under our Agreement or as otherwise reasonably necessary for theprovision or receipt of the Services, and
15.3.2 shall be responsible to the Customer for any acts oromissions of any of the persons referred to in clause 15.3.1in respect of the confidentiality and security of the Customer Data as if they were Customs Plus’sown.
15.4 The provisions of this clause 15shall not apply to information which:
15.4.1 is or comes into the public domain through no fault of CustomsPlus, its officers, employees, agents or contractors;
15.4.2 is lawfully received by Customs Plus from a third partyfree of any obligation of confidence at the time of its disclosure;
15.4.3 is independently developed by Customs Plus (or any ofits Affiliates or any person acting onits or their behalf), without access to or use of such Confidential Information; or
15.4.4 is required by law, by court or governmental or regulatoryorder to be disclosed,
provided that clauses 15.4.1to 15.4.3(inclusive) shall not apply to Protected Data.
15.5 This clause 15shall survive the termination or expiry of our Agreement for a period of fiveyears.
15.6 To the extent any CustomerData is Protected Data, CustomsPlus shall ensure that such Customer Datamay be disclosed or used only to the extent such disclosure or use does notconflict with any of the Customs Plus’s obligations under the Data Protection Addendum. Clauses 15.1to 15.5(inclusive) are subject to this clause 15.6.
16 Customs Plus’s Confidential Information
16.1 The Customer shall maintain the confidentiality of Customs Plus’s Confidential Information and shallnot without the prior written consent of Customs Plus, disclose, copy or modify CustomsPlus’s Confidential Information (or permit others to do so) other thanas necessary for the performance of its express rights and obligations underour Agreement.
16.2 The Customer undertakes to:
16.2.1 disclose Customs Plus’sConfidential Information only to those of its officers, employees, agentsand contractors to whom, and to the extent to which, such disclosure isnecessary for the purposes contemplated under our Agreement;
16.2.2 procure that such persons are made aware of and agreein writing to observe the obligations in this clause 16;and
16.2.3 be responsible for the acts and omissions of thosethird parties referred to in this clause 16.2as if they were the Customer’s own acts or omissions.
16.3 The Customer shall give notice to Customs Plus of anyunauthorised use, disclosure, theft or loss of CustomsPlus’s Confidential Information immediately upon becoming aware of thesame.
16.4 The provisions of this clause 16shall not apply to information which:
16.4.1 is or comes into the public domain through no fault ofthe Customer, its officers, employees, agents or contractors;
16.4.2 is lawfully received by the Customer from a third partyfree of any obligation of confidence at the time of its disclosure;
16.4.3 is independently developed by the Customer, withoutaccess to or use of Customs Plus’s ConfidentialInformation; or
16.4.4 is required by law, by court or governmental orregulatory order to be disclosed provided that the Customer, where possible,notifies Customs Plus at the earliest opportunity before making any disclosure.
16.5 This clause 16shall survive the termination or expiry of our Agreement for a period of [ten] years.
17 Monitoring compliance
17.1 During the ServicePeriod and for seven years thereafter the Customer shall maintain fulland accurate records relating to AuthorisedUsers’, and the Customer’s use of the Servicesunder our Agreement.
17.2 The Customer shall allow and procure for Customs Plus(and any representatives of the Customs Plus) access to its premises and thepremises of Authorised Affiliates to:
17.2.1 inspect use of the Services;and
17.2.2 audit (and take copies of) the relevant records of theCustomer and the Authorised Affiliates,
in each case to the extent necessary to verify that the Customeris in compliance with its obligations under our Agreement.
17.3 Unless otherwise agreed in writing, the inspection andaudit referred to in clause 17.2shall be undertaken:
17.3.1 during the Customer’s normal business hours on Business Days;
17.3.2 subject to the provision by Customs Plus of a minimumof five Business Days’ notice; and
17.3.3 not more than twice in any calendar year.
17.4 At Customs Plus’s request from time to time theCustomer shall promptly (and in any event within two Business Days of such request) provide Customs Pluswith copies of the records referred to in clause 17.1.
17.5 Customs Plus may monitor, collect, store and useinformation on the use and performance of the Services(including Customer Data) to detectthreats or errors to the Services and/or CustomsPlus’s operations and for the purposes of the further development andimprovement of Customs Plus’s services,provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
17.6 This clause 17shall survive termination or expiry of our Agreement for a period of 12 months.
18 Relief
To the maximum extent permitted by law, Customs Plus shallnot be liable (under any legal theory, including negligence) for any breach,delay or default in the performance of our Agreement to the extent the same (orthe circumstances giving rise to the same) arises or was contributed to by any Relief Event.
19 Limitation of liability
19.1 The extent of Customs Plus’s liability under or inconnection with our Agreement (regardless of whether such liability arises intort, contract or in any other way and whether or not caused by negligence ormisrepresentation or under any indemnity) shall be as set out in this clause 19.
19.2 Subject to clauses 19.2,19.4and 19.7,Customs Plus’s aggregate liability in respect of each individual Subscribed Service (and all Support Services provided in connection withthe same) (howsoever arising under or in connection with our Agreement) shallnot exceed the greater of:
19.2.1 an amount equal to the SubscriptionFees for the relevant Subscribed Servicepaid to Customs Plus by the Customer in the 12-month period immediatelypreceding the first incident giving rise to any claim under our Agreement; or
19.2.2 an amount equal to 12 times the Subscription Fees for the relevant Subscribed Service due or paid to Customs Plus forthe first month of the relevant SubscribedService Period.
19.3 Subject to clauses 19.4and 19.7,Customs Plus’s aggregate liability in respect of each individual Free or Trial Service (and all Support Services provided in connection withthe same) (howsoever arising under or in connection with our Agreement) shallnot exceed £5,000.
19.4 Subject to clause 19.7,Customs Plus’s total aggregate liability howsoever arising under or inconnection with our Agreement shall not exceed 125% of the Fees for all Services that have been paid to Customs Plus inthe 12-month period immediately preceding the first incident giving rise to anyclaim under our Agreement.
19.5 Subject to clause 19.7,Customs Plus shall not be liable for consequential, indirect or special losses.
19.6 Subject to clause 19.7,Customs Plus shall not be liable for any of the following (whether direct orindirect):
19.6.1 loss of profit;
19.6.2 destruction, loss of use or corruption of data;
19.6.3 loss or corruption of software or systems;
19.6.4 loss or damage to equipment;
19.6.5 loss of use;
19.6.6 loss of production;
19.6.7 loss of contract;
19.6.8 loss of commercial opportunity;
19.6.9 loss of savings, discount or rebate (whether actual oranticipated); and/or
19.6.10 harm to reputation or loss of goodwill; or
19.6.11 wasted expenditure.
19.7 Notwithstanding any other provision of this Agreement, CustomsPlus’s liability shall not be limited in any way in respect of the following:
19.7.1 death or personal injury caused by negligence;
19.7.2 fraud or fraudulent misrepresentation; or
19.7.3 any other losses which cannot be excluded or limited byapplicable law.
19.8 This clause 19shall survive the termination or expiry of our Agreement.
20 Suspension
20.1 Customs Plus may suspend access to the Services (or any part) to all or some of the Authorised Users if:
20.1.1 Customs Plus suspects that there has been any misuse ofthe Services or breach of our Agreement;
20.1.2 the Customer fails to pay any sums due to Customs Plusby the due date for payment; or
20.1.3 required by law, by court or governmental or regulatoryorder.
20.2 Where the reason for the suspension is suspected misuseof the Services or breach of ourAgreement, without prejudice to its rights under clause 22,Customs Plus will take steps to investigate the issue and may restore orcontinue to suspend access at its discretion.
20.3 In relation to suspensions under clause 20.1.2,access to the Services will be restoredpromptly after Customs Plus receives payment in full and cleared funds.
20.4 Fees shall remainpayable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.
21 Renewals
21.1 Unless the Order Formspecifies there shall be no automatic renewals and subject to clause 21.2,on expiry of the Subscribed Service Periodindicated in the Order Form for each Subscribed Service the Subscribed Service Period shall continue andautomatically renew for a further period of twelve months (first Renewal Date) and thereafter renew for afurther period of twelve months on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversarybeing a Renewal Date). This clause 21.1 shall not apply in respect of Free or Trial Services (whichshall not renew unless otherwise expressly stated in the Order Form).
21.2 If either partywishes for the Subscribed Service Periodto expire on the next Renewal Date, itmay cause the Subscribed Service toexpire on that Renewal Date by notice providedsuch notice is served at least 45 days prior to that Renewal Date. If notice is not served withinthe timeframes set out in this clause 21.2,the Subscribed Service shall renew at thenext Renewal Date in accordance with clause21.1.
22 Term and termination
22.1 These Master SaaS Terms may be updated from time totime by Customs Plus, provided that no such update or modification will applyto Order Forms previously executed by the parties.
22.2 Our Agreement shall come into force on Order Acceptance and, unless terminated earlierin accordance with its terms, shall continue for the duration of the Service Period after which it shall automaticallyexpire.
22.3 Either party mayterminate our Agreement immediately at any time by giving notice in writing to theother party if:
22.3.1 the other partycommits a material breach of our Agreement and such breach is not remediable;
22.3.2 the other partycommits a material breach of our Agreement which is not remedied within 30 days of receiving written notice of such breach; or
22.3.3 theother party shall make a proposal for a voluntary arrangement within Part I ofthe Insolvency Act 1986 or a proposal for any other composition, scheme orarrangement with (or assignment for the benefit of) its creditors generally orif the other party shall be unable to pay its debts as they fall due within themeaning of Section 123 of the Insolvency Act 1986 or if a trustee, receiver,administrator, administrative receiver or similar officer is appointed inrespect of all or any part of the business or assets of the other or if apetition is presented or a meeting is convened for the purpose of considering aresolution or other steps are taken for the winding up of the other Party orfor the making of an administration order (otherwise than for the purpose of anamalgamation or reconstruction).
22.4 The Customer may terminate our Agreement immediately onwritten notice if the Professional Services Agreement is terminated by theCustomer as a direct result of the implementation services deliverables failingto meet the acceptance criteria after second repeat acceptance tests inaccordance with the terms of the Professional Services Agreement.
22.5 Customs Plus may terminate or suspend the provision of Free or Trial Services (and all related Support Services) at any time with or withoutnotice.
22.6 Customs Plus may terminate any or all Order Forms with theCustomer incorporating these Master SaaS Terms, immediately on written noticein the event: (i) the Customer fails to pay any amounts due hereunder, and suchfailure continues more than 10 days after written notice by Customs Plusthereof; or (2) the Customer or its Authorised Users infringe or misappropriateCustoms Plus Intellectual Property Rights, including without limitation use ofa Subscribed Service other than as authorised under the Agreement
22.7 In the event it becomes illegal for Customs Plus toperform any aspect(s) of our Agreement then Customs Plus will be excused fromperformance or may suspend or terminate our Agreement to the extent necessaryto comply with applicable laws, rules or regulations, without any liability forbreach or termination.
23 Consequences of termination
23.1 Immediately on termination or expiry of our Agreement(for any reason), the rights granted by Customs Plus under our Agreement shall terminate and the Customershall (and shall procure that each AuthorisedUser shall):
23.1.1 stop using the Services;and
23.1.2 destroy and delete or, if requested by Customs Plus,return any copies of the Documentation inits possession or control (or in the possession or control of any person actingon behalf of any of them).
23.2 If requested by the Customer, Customs Pluswill render assistance (chargeable on a time and material basis) to transfer thoseaspects of the Deliverables and the Services which are not derived from CustomsPlus Materials, Customs Plus Properties and Customs Plus Intellectual PropertyRights and/or constitute Customs Plus Materials,Customs Plus Properties and Customs Plus Intellectual Property Rights to the Customerand/or to any third parties nominated by the Customer so that the Deliverablesand the Services can be carried on following the termination and/or expiry of ourAgreement with the minimum of interruption and inconvenience to the Customer.
23.2
23.3 Where our Agreement is terminated by the Customer inaccordance with clause 22.4 the Customer shall receive a refund of any pre-paidFees in respect of such terminated Services. To the maximum extent permitted bylaw, this clause 23.2 sets out the Customer’s sole and exclusive remedy (howsoeverarising, whether in contract, negligence or otherwise) for any termination arisinga result of the Customer terminating the Professional Services Agreement.
23.4 Termination or expiry of our Agreement shall not affectany accrued rights and liabilities of either partyat any time up to the date of termination or expiry and shall not affect anyprovision of our Agreement that is expressly or by implication intended to continuebeyond termination.
24 Entire agreement
24.1 Our Agreement constitutes the entire agreement betweenthe parties and supersedes all previousagreements, understandings and arrangements between them in respect of itssubject matter, whether in writing or oral.
24.2 Each partyacknowledges that it has not entered into our Agreement in reliance on, andshall have no remedies in respect of, any representation or warranty that isnot expressly set out in our Agreement.
24.3 Nothing in our Agreement shall limit or exclude anyliability for fraud.
25 Notices
Formalnotices under our Agreement must be in writing and sent to the email addresseson the Order Form as may be updated by a party to the other in writing. A emailshall be deemed delivered at the time of receipt unless this falls outside BusinessHours in the place of receipt in which case it will be deemed delivered whenBusiness Hours resume. This clause shall not apply to the service of anyproceedings or other documents in any legal action or, where applicable, anyother method of dispute resolution.
26 Variation
26.1 No variation of our Agreement shall be valid oreffective unless it is:
26.1.1 an Update made inaccordance with our Agreement; or
26.1.2 made in writing, refers to our Agreement and is dulysigned or executed by, or on behalf of, each party.
27 Assignment and subcontracting
27.1 Except as expressly provided in our Agreement, CustomsPlus may at any time assign, sub-contract, sub-licence (including by multi-tier),transfer, mortgage, charge, declare a trust of or deal in any other manner withany or all of its rights or obligations under our Agreement.
27.2 Except as expressly permitted by our Agreement, theCustomer shall not assign, transfer, sub-contract, sub-licence, mortgage,charge, declare a trust of or deal in any other manner with any or all of itsrights or obligations under our Agreement (including the licence rightsgranted), in whole or in part, without Customs Plus’s prior written consent.
28 Set off
Each party shall payall sums that it owes to the other partyunder our Agreement without any set-off, counterclaim, deduction or withholdingof any kind, save as may be required by law.
29 No partnership or agency
The parties areindependent and are not partners or principal and agent and our Agreement doesnot establish any joint venture, trust, fiduciary or other relationship betweenthem, other than the contractual relationship expressly provided for in it.Neither party shall have, nor shallrepresent that it has, any authority to make any commitments on the other party’s behalf.
30 Severance
30.1 If any provision of our Agreement (or part of anyprovision) is or becomes illegal, invalid or unenforceable, the legality,validity and enforceability of any other provision of our Agreement shall notbe affected.
30.2 If any provision of our Agreement (or part of anyprovision) is or becomes illegal, invalid or unenforceable but would be legal,valid and enforceable if some part of it was deleted or modified, the provisionor part-provision in question shall apply with such deletions or modificationsas may be necessary to make the provision legal, valid and enforceable. In theevent of such deletion or modification, the partiesshall negotiate in good faith in order to agree the terms of a mutuallyacceptable alternative provision.
31 Waiver
31.1 No failure, delay or omission by either party in exercising any right, power or remedyprovided by law or under our Agreement shall operate as a waiver of that right,power or remedy, nor shall it preclude or restrict any future exercise of thator any other right, power or remedy.
31.2 No single or partial exercise of any right, power or remedyprovided by law or under our Agreement shall prevent any future exercise of itor the exercise of any other right, power or remedy.
31.3 A waiver of any term, provision, condition or breach ofour Agreement shall only be effective if given in writing and signed by thewaiving party, and then only in theinstance and for the purpose for which it is given.
32 Costs and expenses
Each party shall payits own costs and expenses incurred in connection with the negotiation,preparation, signature and performance of our Agreement (and any documentsreferred to in it).
33 Third party rights
A person who is not a partyto our Agreement shall not have any rights under the Contracts (Rights of ThirdParties) Act 1999 to enforce any of its provisions.
34 Authority
Each party representsand warrants to the other that it has the right, power and authority to enterinto our Agreement and grant to the other the rights (if any) contemplated inour Agreement and to perform its obligations under our Agreement.
35 Governing law
Our Agreement and any dispute or claim arising out of, or inconnection with, it, its subject matter or formation (including non-contractualdisputes or claims) shall be governed by, and construed in accordance with, thelaws of England and Wales.
36 Jurisdiction
The partiesirrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claimarising out of, or in connection with, our Agreement, its subject matter orformation (including non-contractual disputes or claims).
The Schedule
Definitions and interpretation
1 In our Agreement:
Addendum
means the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under our Agreement (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.customsplus.co.uk/legal/data-protection (the Data Protection Addendum);
Affiliate
means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Applications
means the software or applications used by or on behalf of Customs Plus to provide the Subscribed Services;
Authorised Affiliates
means, in respect of the relevant Subscribed Service, the Affiliates of the Customer (if any) identified in the Order Form as Authorised Affiliates in respect of that Subscribed Service;
Authorised Users
means, in respect of the relevant Subscribed Service those employees, agents and independent contractors of the Customer or its Authorised Affiliates and an End User;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in England;
Business Hours
means 9am to 5.30 pm on a Business Day;
Customer
means (a) in the case of an individual accepting the Master SaaS Terms on his or her own behalf, such individual, or (b) the entity or organisation listed on an Order Form on whose behalf these Master SaaS Terms are otherwise accepted, and (c) and other entity or organisation or individual deemed to be a Customer by the terms of these Master SaaS Terms;
Customer Data
means all data (in any form) that is provided to Customs Plus or uploaded or hosted on any part of any Subscribed Service by the Customer or by any Authorised User (but excluding Feedback as defined in clause 12.6);
Customs Plus
has the meaning given in the relevant Order Form;
Custom Plus Properties
means the Services, Documentation and Customs Plus Materials, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications and improvements thereof, and all derivative works of any of the foregoing.
Customs Plus Provided Materials
means all of the Materials provided or made available by or on behalf of the Customs Plus, but excluding all Customer Data and all Non-Customs Plus Materials;
Customs Plus Confidential Information
means all information (whether in oral, written or electronic form) relating to Customs Plus’s business which may reasonably be considered to be confidential in nature including information relating to Customs Plus’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Pricing Terms, the User Manual, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of Customs Plus’s Confidential Information;
Customs Plus Standard Pricing Terms
means Customs Plus’s standard pricing terms for each part of the Services, as amended by Customs Plus from time to time;
Customer Systems
means all software and systems used by or on behalf of the Customer, the Customer’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
Data Protection Losses
has the meaning given to that term in the Data Protection Addendum;
Documentation
means:
(a) the description of the relevant Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.customsplus.co.uk/legal/order-acceptance (the Description);
(b) in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Services made available by the Customs Plus at https://www.customsplus.co.uk/User-guide(as Updated from time to time) (the User Manual);
End User
means any individual or entity (including any End User employees) that the Customer allows to use and access its accounts for the relevant Subscribed Service as permitted in our Agreement, the Documentation or an Order Form;
Fees
means the Subscription Fees together with any other amounts payable to Customs Plus under our Agreement;
Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Free or Trial Service
means any Subscribed Service identified as being provided on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis);
Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Marks
a. any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
b. any identifying slogans and symbols;
c. any abbreviation, contraction or simulation of any of the terms in paragraph (a) or paragraph (b); and
d. the “look and feel”,
of a party to this Agreement, whether or not registered.
Master SaaS Terms
means the terms set out in the clauses and other provisions of this document (including the schedule), as Updated from time to time;
Materials
means all documentation, services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of Customs Plus in connection with the Services, but excluding all Customer Data;
Non-Customs Plus Materials
means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Non-Customs Plus Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Customs Plus Materials in our Agreement;
Open Source Software
means any software subject to a version of the General Public Licence, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of our Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of our Agreement;
Order Acceptance
means the effective date of the relevant Order Form;
Order Form
means the electric or physical form (including its schedules, annexes and appendices (if any)) ordering the Subscribed Services entered into by or on behalf of the Customer and Customs Plus, incorporating these Master SaaS Terms and our Agreement (and as varied by the parties by agreement in writing from time to time);
Payment Terms
means the payment terms as set out in the Order Form and/or via [insert web address where payment can be made];
Permitted Purpose
means use solely for the Customer’s internal business operations and, in respect of each Subscribed Services, also for the internal business of operations of the Authorised Affiliates and End Users identified in respect of that Subscribed Service on the Order Form, in each case in accordance with the applicable Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;
(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates and End Users for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part),
except as expressly permitted under our Agreement.
Policies
means each of the following:
(a) Customs Plus’s policy on acceptable use of the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.customsplus.co.uk/legal/acceptable-use (the Acceptable Use Policy); and
(b) the Customs Plus’s privacy policy in relation to the Services (as Updated from time to time), which as at Order Acceptance is the latest version available at https://www.customsplus.co.uk/legal/privacy-policy (the Privacy Policy);
Professional Services Agreement
means the agreement between the Customer and Customs Plus Services Limited for professional services, including without limitation implementation of the Applications.
Pricing Terms
means the details of pricing and fees in respect of each part of the Services, as initially provided under the Order Form and updated from time to time in accordance with clause 8.6 or, in respect of any part of the Services for which prices are not expressly agreed, on Customs Plus’s Standard Pricing Terms;
Protected Data
has the meaning given in the Data Protection Addendum;
Purchased Authorised User Accounts
means, in respect of each Subscribed Service, the number of Authorised Users who may use that Subscribed Service as set out in the Order Form;
Relief Event
means:
(a) any breach of our Agreement by the Customer; or
(b) any Force Majeure;
Renewal Date
has the meaning given in clause 21.1;
Service Period
means the period beginning on Order Acceptance and ending with the last of the Subscribed Service Periods;
Services
means the Subscribed Services and the Support Services;
Subscribed Service Period
means (subject to clauses 21 and 22) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with our Agreement;
Subscribed Service Specific Terms
means, in respect of each Subscribed Service, the specific additional or amended terms relevant to that Subscribed Service (as Updated from time to time) which as at Order Acceptance are available at https://www.customsplus.co.uk/legal/order-acceptance;
Subscribed Services
means each cloud service to which the Customer has subscribed as set out in the Order Form (and Subscribed Service shall refer to each respective service separately);
Subscribed Territory
means, in respect of the relevant Subscribed Service, the territories identified in the Order Form except to the extent it is illegal (including as a result of any embargo) under the laws of the United States, any member of the European Union or the United Kingdom (as binding on any person) for the Subscribed Service to be provided to or received within such territories from time to time;
Subscription Fee
means, in respect of each Subscribed Service, the fees payable by the Customer in consideration of that Subscribed Service as set out in the Pricing Terms;
Support Services
means, in respect of the relevant Subscribed Service, the support services provided by Customs Plus to the Customer as described in the Support Services Policy;
Support Services Policy
means CustomsPlus policy for providing support in relation to the respective Subscribed Service as made available at [insert URL here] or such other website address as may be notified to the Customer from time to time;
Update
has the meaning given in clause 7.2, and Updated shall be construed accordingly;
Update Notification
has the meaning given in clause 7.1; and
VAT
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.
2 In our Agreement, unless otherwise stated:
2.1 the table of contents, background section and the clause,paragraph, schedule or other headings in our Agreement are included for convenience only and shall have no effect on interpretation;
2.2 Customs Plus and the Customerare together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow ‘include’, ‘includes’,‘including’, ‘in particular’ or any similar words and expressions shall be construedas illustrative only and shall not limit the sense of any word, phrase, term,definition or description preceding those words;
2.5 a reference to ‘writing’ or ‘written’ includes anymethod of reproducing words in a legible and non-transitory form (including email);
2.6 a reference to legislation is a reference to that legislationas amended, extended, re-enacted or consolidated from time to time and areference to legislation includes all subordinate legislation made from time totime under that legislation; and
2.7 a reference to any English action, remedy, method ofjudicial proceeding, court, official, legal document, legal status, legal doctrine,legal concept or thing shall, in respect of any jurisdiction other thanEngland, be deemed to include a reference to that which most nearly approximatesto the English equivalent in that jurisdiction.
The Data Protection Addendum to these Terms & Conditions is available at: https://www.customsplus.co.uk/legal/data-protection
The Acceptabel Use Addendum to these Terms & Conditions is available at: https://www.customsplus.co.uk/legal/acceptable-use
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