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Cloud service terms and conditions (B2B)

These terms and conditions may be used with respect to a cloud-based software service supplied to businesses.

The T&Cs are designed to be incorporated into an automated online sign-up procedure; they should not be used where the customer will expect to be in a position to negotiate the document.

The terms and conditions are designed with the protection of the interests of the services provider in mind. Relatively few provisions in the template grant rights to the customer.

The document includes a GDPR-friendly data processor clause.

In terms of complexity, this document sits somewhere between our SaaS T&Cs documents and our subscription website T&Cs.

This document should not be used for cloud services provided to consumers. For such services, see the B2C and B2B + B2C versions of this document.

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Cloud service terms and conditions (B2B) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term (indefinite); each services order form creates distinct contract.
  3. Hosted Services: grant of licence to use cloud services ; limitations on use of cloud service; prohibitions on the use of the hosted services; prevention of unauthorised access to hosted services; availability of hosted services; hosted services acceptable use policy; no damaging use of hosted services; no unlawful use of hosted services; no access to platform code; suspension of hosted services.
  4. Customer
    Data:
    licence of second party data (hosted services); warranties relating to second party data.
  5. Support Services: support services provision (discretionary option); helpdesk obligation (discretionary option); standard of support services; purpose of support services helpdesk; support services responses to be prompt; suspension of support services.
  6. Mobile App: mobile App governed by separate terms.
  7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  8. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges.
  9. Payments: payment of charges in advance; interest on late payments.
  10. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  11. Warranties: second party warranty of authority; exclusion of implied warranties and representations.
  12. Acknowledgements and warranty limitations: hosted services not error free; hosted services not entirely secure; hosted services compatibility limitation; no legal etc advice with hosted services.
  13. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  14. Force Majeure Event: obligations suspended for force majeure.
  15. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  17. Notices: contractual notices by email or through hosted services.
  18. Subcontracting: subcontracting permitted.
  19. General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights; no third party rights; entire agreement (with services order form); governing law; exclusive jurisdiction.
  20. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Acceptable Use Policy)

  1. Introduction: definitions for acceptable use policy; parties to acceptable use policy; agreement to policy by using services; express agreement to policy; services user minimum age under policy.
  2. General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
  3. Unlawful Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
  4. Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
  5. Factual accuracy: content must be truthful; content must not risk defamation.
  6. Negligent advice: no professional advice in user content; no negligent advice in user content.
  7. Etiquette: content appropriate etc; no offensive content; no annoying content; no hostile communications; no deliberate offense; no content flooding; no duplicate content; categorisation of content; appropriate content titles; courtesy to service users.
  8. Marketing and spam: prohibition on marketing activities; no spam in user content; sending spam using email addresses; no promotion of marketing schemes; avoidance of IP blacklisting.
  9. Regulated businesses: no gambling-related activities; no pharmaceutical activities; no weapon-related activities.
  10. Monitoring: acknowledgement relating to monitoring.
  11. Data mining: no data mining.
  12. Hyperlinks: no hyperlinks to prohibited content.
  13. Harmful software: no harmful software; no risky software.
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