Cloud service terms and conditions (B2B and B2C)
These T&Cs have been designed to regulate the relationship between a provider of cloud-based software services on the one hand, and a customer on the other, whether that customer is a business or a consumer.
With respect to consumers, the T&Cs incorporate a distances selling clause setting out special rights of cancellation as mandated by law. These rights are not available to business customers.
With respect to businesses, the T&Cs include a data processing clause, which closely tracks the drafting of Article 28 of the GDPR. Where customers are consumers, the services provider will usually be a data controller, so the data processing clause will not apply.Ask about this document
Cloud service terms and conditions (B2B and B2C) contents
- Definitions: definitions.
- Term: commencement of term; end of term (indefinite); each services order form creates distinct contract.
Hosted Services: grant of licence to use cloud services ; limitations on use of cloud service; prohibitions on the use of the hosted services; security of access credentials; availability of hosted services; hosted services acceptable use policy; no damaging use of hosted services; no excessive use of the hosted services; no unlawful use of hosted services; no access to platform code; suspension of hosted services.
- CustomerData: licence of second party data (hosted services); warranties relating to second party data.
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. Mobile App: mobile App governed by separate terms.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: payment of charges in advance; interest on late payments.
- Distance contracts: cancellation right: distance contracts: cancellation right for consumers; cancellation right for services and digital content; consumer agreement to provision of services; exercise of cancellation right; refund upon services distance contract cancellation; refund method; refund timing for services and digital content.
- 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 bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: second party warranty of authority; exclusion of implied warranties and representations.
- 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.
- Limitations and exclusions of liability: caveats to limits of liability (B2B or B2C); 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 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.
Force Majeure Event: obligations suspended for force majeure.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
- Notices: contractual notices by email or through hosted services.
- Subcontracting: subcontracting permitted.
- General: no waiver; severability; asymmetric variation; asymmetric assignment of contractual rights (B2C); no third party rights; entire agreement (with services order form); governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
Schedule 1 (Acceptable Use Policy)
- Introduction: definitions for acceptable use policy; parties to policy; agreement to policy by using services; express agreement to policy; services user minimum age under policy.
- General usage rules: no damaging use of services; no unlawful use of services; content must comply with provisions of part.
Content: no unlawful user content: general prohibition; no unlawful user content: specific prohibitions; previous complaints and user content.
- Graphic material: age suitability of user content; no violence in user content; no pornographic user content.
- Factual accuracy: content must be truthful; content must not risk defamation.
- Negligent advice: no professional advice in user content; no negligent advice in user content.
- 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.
- 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.
- Regulated businesses: no gambling-related activities; no pharmaceutical activities; no weapon-related activities.
- Monitoring: acknowledgement relating to monitoring.
- Data mining: no data mining.
- Hyperlinks: no hyperlinks to prohibited content.
- Harmful software: no harmful software; no risky software.
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