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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.

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Cloud service terms and conditions (B2B and B2C) 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; 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.
  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. 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.
  11. 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.
  12. Warranties: second party warranty of authority; exclusion of implied warranties and representations.
  13. 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.
  14. 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.
  15. Force Majeure Event: obligations suspended for force majeure.
  16. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  18. Notices: contractual notices by email or through hosted services.
  19. Subcontracting: subcontracting permitted.
  20. 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.
  21. 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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