This policy is for the ISN Partners Ltd. cloud software solutions, applications and the complementary websites of isn-partners.com, 2clixz.com.
It also covers the related services we offer for customers across the lifecycle of these applications, further referred to as our platform(s).
This version was last updated on 23rd May 2018 as version 1.0
You can contact us at any time through email@example.com or engage our Data Protection Officer (DPO) by directly contacting them at: DPO@isn-partners.com.
Our Head Office and postal address is:
701 Stonehouse Park
Sperry Way, Stonehouse
Gloucestershire GL10 3UT
You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO. So please contact us through one of the ways above, or perhaps speak to your account manager in the first instance.
As a responsible supplier we really want to help where we can do so. Our philosophy for data protection and privacy extends beyond personal data into the protection and privacy for all valuable information,
We may update this notice from time to time. Where a change is significant, we'll make sure we let you know, usually by sending you an email or if you are a user by alerting you on the platform itself.
Personal data means different things to different people, so we adopt the meaning from the General Data Protection Regulations (GDPR) which is in force from May 25 th2018.
Personal data we process includes data such as first name, surname, email address, IP address, job role, contact information along with any personally identifiable content in support requests. Payment and banking information is generally provided at a corporate information level but it will also be considered personal data where, in the unlikely event, an individual is paying for the services from their own account and we may need to know some of that banking or credit card information.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
We may also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to determine the attractiveness of a particular feature or evaluate performance for future investments.
Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with support for our platform). In this case, we may be relieved of that specific contractual obligation or choose not to proceed with a request but we will notify you if this is the case at the time.
When you visit our website or use our services, we collect personal data. The ways we collect it can be broadly categorised into the following:
This means we can get a better understanding of user journeys and areas of interest, so we can keep providing great experiences and personalising content where appropriate.
Important note - If you're someone who doesn't have a relationship with us but believe that a user has entered your personal data into our platform, you'll need to contact that user's organisation for any requests. They will be the data controller in that instance and we are the data processor. This includes where you want to access, correct, amend, or request that the user delete your personal data, or address any other individual's rights. If you did still contact us, we will attempt to redirect you to contact the organisation you think -may have entered the data.
Our solutions are not intended to be marketed to, sold to or used by children. In our capacity as a data controller we do not knowingly collect data relating to children. If you think children's information is being processed by us in our role as a data controller please contact us.
We will not share your personal data with any other company for marketing purposes.
Your data may technically be shared for the purpose of sub processing as part of a contract we have with a third party supplier, for example a third-party data centre processing information on our behalf. We may also be required to share your data with law enforcement, government agencies, courts or regulators in order to comply with applicable laws. Where allowed, we will notify you of this type of disclosure. Your data may also be shared with a potential acquirer or investor of our company, or any part of it, and any other people where we have your consent.
We will only use your personal data when the law allows us to, following one of the lawful bases within the GDPR. Most commonly, we will use your personal data in the following circumstances:
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
You have the right to withdraw consent or opt out at any time by contacting us or using the relevant mechanism provided in the communication at the time e.g. unsubscribe from a mail marketing campaign, or ‘do not contact' response in a specific email sent by one of our staff.
Once opted out a minimal amount of data will be held in a suppression / do not contact list so that we avoid any future contact.
We have set out below, in a simple table format, a description of the ways we might use your personal data, and which of the legal bases we rely on to do so. We may process your personal data for more than one lawful basis depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set
out in the table below.
|Purpose||Type of data||Lawful basis|
|To deliver our cloud platform services and related support for you as a registered user of the platform||
Email address IP address
(users can optionally add more data if they choose to (e.g. phone number)
|Performance of a Contract|
|To process and deliver your order including managing payments, collecting and recovering debts||
Phone number Address (business) Payment information
|Performance of a Contract (and Legitimate Interests if pursuing a debt)|
|To market and promote our services to prospective buyers and customers||
|To use data analytics, to use data analytics to report on and improve our website, products/services, marketing, customer relationships and experiences||
Legitimate interests Performance of a Contract (if not using aggregated reporting and anonymised information)
To prevent incidents, protect customers and respond quickly to security issues
|Performance of a Contract Necessary to comply with a Legal Obligation|
|To respond to legal or regulatory demands||Any or all information held depending on the request||Necessary to comply with a Legal Obligation|
Set out below is a little more about the types of lawful basis that we will rely on to process your personal data.
• Legitimate Interest
- means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do this using a Legitimate Interest Assessment and you can learn more about that by going to the ICO website. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can also contact us for further information about how we assess our legitimate interests against any potential impact on you.
• Performance of Contract
- means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
• Comply with a legal or regulatory obligation
- means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.
We do not transfer your personal data from our platform outside the European Economic Area (EEA) as the secure cloud platform is hosted inside the EEA.
We have put in place measures to protect the confidentiality, integrity and availability of your personal data. We aim to be a responsible supplier and prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, and avoid it being altered or disclosed where it shouldn't be. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality and each one has relevant contracts in place to reinforce that aim.
We have also put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so. Our intent is to notify within 48 hours or as soon as we become aware of any breach.
We will only retain your personal data for as long as necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. Following that period, we'll make sure it's deleted or anonymised.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements. For example by law we have to keep basic information about customers for 6 years for tax and other purposes after they cease being customers. Depending on the use of our platform some personal data may still be held because it is part of an initiative you contributed to that is still in existence and your organisation wants an audit trail.
In some circumstances you can ask us to delete your data and request erasure as one of your legal rights, as set out below.
You have legal rights for your personal data and in summary these are:
We have policies and practices in place for each of these requests so if you wish to exercise any of them please contact us and we will process that accordingly. We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response. We try to respond to all valid requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
You will not normally have to pay a fee for exercising your legal rights if the request is straightforward and valid. In the event the request is repetitive, excessive or unreasonable we will charge a reasonable fee. We may also choose to refuse a request. In this instance ICO guidance will be followed when choosing not to respond and this will include
an explanation why, informing you of your right to complain to the supervisory authority and to a judicial remedy without undue delay and at the latest within one month.
You have the right to:
You can contact us at any time through firstname.lastname@example.org or engage our Data Protection Officer (DPO) by directly contacting them at DPO@isn-partners.com
A cookie is a small text file that is placed on your computer or device when you visit our website or use our platform itself. We, and some of our third-party service providers, like Google, may use a few different types of cookies. Some are persistent cookies (cookies that remain on your hard drive for an extended period of time) and some are session cookies (cookies that expire when you close your browser).
Cookies help us deliver the services well and enable us to optimise our approach to meet your needs to ensure that you have a great experience.
THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS CUSTOMER'S ACQUISITION AND USE OF 2CLIXZ SERVICES.
IF CUSTOMERS ARE ALLOWED TO REGISTER FOR A FREE TRIAL OF 2CLIXZ SERVICES, THIS AGREEMENT WILL ALSO GOVERN THE FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING CUSTOMER'S ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERS TO THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF CUSTOMERS ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEY REPRESENT THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMERS MUST NOT ACCEPT THIS AGREEMENT AND ARE NOT ALLOWED TO USE THE SERVICES.
Customers are not allowed to access the Services if Customer are 2clixz's direct competitor, except with ISN-Partners' prior written consent. In addition, Customer is not allowed to access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on Feb 27th, 2017. It is effective between Customer and 2clixz as of the date of Customer accepting this Agreement.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Features List" means the online directory of applications located on the website www.2clixz.com.
"Non-2clixz Applications" means online applications and offline software products which are provided by entities or individuals other than 2clixz and are clearly identified as such, and which interoperate with the 2clixz software, including but not limited to those listed on the Features List and those identified as Connectors or otherwise.
"Order Form" means the documents for placing orders hereunder, including addenda, which are entered into between the User and 2clixz or any of ISN-Partners Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
"Purchased Services/Subscriptions/Features" means Services/Subscriptions that Customer or Customer's Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Free Trial" means the products and services that are ordered by Customer under a free trial or an Order Form and made available by 2clixz online via a customer login, including associated offline components.
"Customer", means any individual or other legal entity for which the Customer is accepting this Agreement, and Affiliates of that company or entity, whether using the Software under free trial or as purchased Software.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"User Guide" means the online user guide for the Services, accessible via login.
"Users" means individuals who are authorized by 'Customer" to use the Services, if they are not the Customer themselves, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords (free for trial, free for use, or paying). Users may include but are not limited to Customer employees, consultants, contractors and agents, and third parties with which Customer transact business.
"2clixz" means the ISN-Partners Ltd., its affiliates, or parent company. (Ref to Par 13 for Notices, Governing Law and Jurisdiction).
"Customer Data" means all electronic data or information submitted by Customer to the Purchased Services.
If Customer receives a free trial, 2clixz will make one or more Features available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered or is registering to use the applicable Service or (b) the start date of any Purchased Services ordered by Customer. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR THE CUSTOMER, DURING THE FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL. LESS FUNCTIONALITIES IN THE FINAL VERSION MAY RESULT IN LOSS OF DATA.
NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
3.1. Provision of Purchased Services. 2clixz will make the Purchased Services available to Customer pursuant to this Agreement and the relevant Order Forms during a subscription term. Customer agrees that the purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by 2clixz regarding future functionality or features.
3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services/Subscriptions are purchased as User subscriptions + Feature deliveries and may be accessed by no more than the specified number of Users or assets, (ii) additional and/or Asset subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User and/or Asset subscriptions are added, and (iii) the added and/or Asset subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
4.1. 2clixz Responsibilities. 2clixz shall: (i) provide basic support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which 2clixz will give at least 8 hours notice via the Purchased Services and which 2clixz shall schedule to the extent practicable during the weekend hours from 12 midnight Friday to 12 midnight Sunday Brussels Time), or (b) any unavailability caused by circumstances beyond 2clixz's reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving 2clixz employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
4.2. Protection of Customer's Data. 2clixz shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of all customer's Data. 2clixz shall not (a) modify Customer's Data, (b) disclose Customer's Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted in writing by Customer, or (c) access Customer's Data except to provide the Services and prevent or address service or technical problems, or at Customer's request in connection with customer support matters. 2clixz is allowed to contact Customers partners (Suppliers, etc.) in order to upgrade functionalities or increase the syncing of data between the parties. Both parties agree that data can be used in statistics as aggregate data only. Aggregate data describes data combined from several measurements. In aggregate data, 2clixz replaces groups of observations with summary statistics based on those observations. Aggregated data or data aggregates describes high-level data that is composed from a multitude or combination of other more individual data.
4.3. Customer Responsibilities. Customer shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of his Data and of the means by which they/he acquired his Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify 2clixz promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. Customer shall not (a) make the Services available to anyone other than Users, (unless separately contractually agreed), (b) sell, resell, rent or lease the Services, (unless separately contractually agreed), (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
4.4. Usage Limitations. 2clixz Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of devices or floor plans permitted on the system and, for Software and Features that enable Customers to provide public websites, on the number of page views by visitors to those websites. 2clixz can decide to provide real-time information to enable Customer to monitor their compliance with such limitations.
5.1. Purchase of non-2clixz applications. 2clixz or third parties may from time to time make available to Customer (e.g., through the Features List or other offers) third-party products or services, including but not limited to Non - 2clixz Applications and implementation, customization and other consulting services. Any acquisition by Customer of such Non - 2clixz products or services, and any exchange of data between Customer and any Non - 2clixz provider, is solely between Customer and the applicable Non - 2clixz provider. 2clixz does not warrant or support non - 2clixz products or services, whether or not they are designated by Us as "certified" or otherwise, except IF specified in an Order Form.
5.2. Non - 2clixz Applications and Customer's Data. If Customer installs or enables Non - 2clixz Applications or Features for use with the 2clixz Software or features, Customer acknowledges that 2clixz may allow providers of those Non - 2clixz Applications to access Customer's Data as required for the interoperation of such Non - 2clixz Applications with the 2clixz Software and Features. 2clixz shall not be responsible for any disclosure, modification or deletion of Customer's Data, resulting from any such access by Non - 2clixz Application provider.
5.3. Integration with Non - 2clixz Applications, Features and Services. 2clixz Software may contain features designed to interoperate with Non - 2clixz Applications, Features and Services (e.g., "external Connectors" for data tracking" or Google, Facebook or Twitter applications). To use such features, Customer may be required to obtain access to such Non - 2clixz Applications, Features and Services from their providers. If the provider of any such Non - 2clixz Applications, Features and Services ceases to make any of these products or services, available for interoperation with the corresponding Service features on reasonable terms, 2clixz may cease providing such Service features without entitling Customer to any refund, credit, or other compensation.
6.1. Fees. Customer shall pay all fees specified in all Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) the number of User/Asset/Customer subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User/Customer subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof. Fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
6.2. Invoicing and Payment. Customer will provide 2clixz with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us for wire transfer or other payment. If Customer provides credit card information to 2clixz, Customer authorizes 2clixz to charge such credit card for all Services listed in the Order Form for the initial subscription term, any part thereof as agreed (quarterly or other payment schedules) and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Services/Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, 2clixz will invoice Customer in one month in advance or otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due in 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to 2clixz and notifying 2clixz of any changes to such information.
6.3. Overdue Charges. If any charges are not received from Customer by the due date, then at 2clixz's discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) 2clixz may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for 2clixz's services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized 2clixz to charge to Customer's credit card), 2clixz may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend its services to Customer until such amounts are paid in full. 2clixz will give Customer at least 7 days' prior notice that Customer's account is overdue, in accordance with Section 13.2 Notice Details), before suspending services to Customer.
6.5. Payment Disputes. 2clixz shall not exercise its rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) if Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
6.6. Taxes. Unless otherwise stated, 2clixz's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with his purchases hereunder. If 2clixz has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides 2clixz with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, 2clixz is solely responsible for taxes assessable against it based on our income, property and employees.
7.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, 2clixz reserves all rights, title and interest in and to the Software/Features/Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
7.2. Restrictions. Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
7.3. Customer Applications and Code. If Customer, a third party acting on its behalf, or a User creates applications or program code using the Services, Customer authorizes 2clixz to host, copy, transmit, display and adapt such applications and program code, solely as necessary for 2clixz to provide the Services in accordance with this Agreement. Subject to the above, 2clixz acquires no right, title or interest from Customer or Customer licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
7.4. Customer's Data. Subject to the limited rights granted by Customer hereunder, 2clixz acquires no right, title or interest from Customer under this Agreement in or to Customer's Data, including any intellectual property rights therein.
7.5. Suggestions. 2clixz shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.
8.1. Confidential Information definition. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information shall include Customer's Data; 2clixz's Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer's Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party's prior written consent.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.1. 2clixz Warranties. 2clixz warrants that (i) 2clixz has validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) subject to Section 5.3 (Integration with Non - 2clixz Software, Features and Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) 2clixz will not transmit Malicious Code to Customer, provided it is not a breach of this subpart (v) if Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Customer's exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below.
9.2. Customer's Warranties. Customer warrants that it has validly entered into this Agreement and has the legal power to do so.
9.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.4. Beta Versions of Features. From time to time 2clixz may invite Customer to try, at no charge, 2clixz's new products, features or services that are not generally available to 2clixz customers ("Betas"). Customer may accept or decline any such trial in his sole discretion. Any Betas will be clearly designated as beta, pilot, limited release, developer preview, non- production or by a description of similar import. Betas are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETAS ARE NOT CONSIDERED "SERVICES/FEATURES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. 2clixz may discontinue Betas at any time in 2clixz's sole discretion and may never make them generally available.
10.1. Indemnification by 2clixz. 2clixz shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against Customer"), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court- approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives 2clixz written notice of the Claim Against Customer; (b) give 2clixz sole control of the defense and settlement of the Claim Against Customer (provided that 2clixz may not settle any Claim Against Customer unless the settlement unconditionally releases 2clixz of all liability); and (c) provide to 2clixz all reasonable assistance, at 2clixz's expense. In the event of a Claim Against Customer, or if 2clixz reasonably believes the Services may infringe or misappropriate, 2clixz may in their own discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching 2clixz's warranties under "2clixz Warranties" above, (ii) obtain a license for Customer continued use of the Services in accordance with this Agreement, or (iii) terminate Customer's User subscriptions for such Services upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
10.2. Indemnification by Customer. Customer shall defend 2clixz against any claim, demand, suit or proceeding made or brought against 2clixz by a third party alleging that Customer's Data, or Customer's use of the Services is in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against 2clixz"), and shall indemnify 2clixz for any damages, attorney fees and costs finally awarded against 2clixz as a result of, or for any amounts paid by 2clixz under a court-approved settlement of, a Claim Against 2clixz; provided that 2clixz (a) promptly gives Customer written notice of the Claim Against him; (b) give Customer sole control of the defense and settlement of the Claim Against 2clixz (provided that Customer may not settle any Claim Against 2clixz unless the settlement unconditionally releases 2clixz of all liability); and (c) provides to Customer all reasonable assistance, at Customer's expense.
10.3. Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.
11.1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE LESSER OF $500,000 OR THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.3. Force Majeure : 2clixz or its Representative shall not be liable for any failure to perform its obligations under the Agreement because of circumstances beyond the control of 2clixz or its Representative, which such circumstances shall include, without limitation: natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, transportation delays, computer and hardware failure, telecommunications failure, electronic mail failure, power failure, failure of Customer or Licensee to cooperate with the reasonable requests of 2clixz or its Representative, breach of the Agreement by Customer, misuse of the Product by Customer or third parties, and any other events reasonably beyond the control of 2clixz or its Representative.
12.1. Term of Agreement. This Agreement commences on the date Customer accepts it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If Customer elects to use the Services for a free trial period and does not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
12.2. Term of Purchased User Subscriptions/Services/Features. User subscriptions purchased by Customer commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless 2clixz has given Customer written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 5% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
12.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. Upon any termination for cause by Customer, 2clixz shall refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by 2clixz, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to 2clixz for the period prior to the effective date of termination.
12.5. Return of Customer's Data. Upon request by Customer made within 30 days after the effective date of termination of a Purchased Services subscription, 2clixz will make available to Customer for download a file of Customer's Data in a format determined by 2clixz, along with attachments in their native format where possible. After such 30-day period, 2clixz shall have no obligation to maintain or provide any of Customer's Data and shall thereafter, unless legally prohibited, delete all of Customer's Data in 2clixz's systems or otherwise in 2clixz's possession or under 2clixz's control.
12.6. Surviving Provisions. Section 6 (Fees and Payment for Purchased Software, Features and Services), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4 (Refund or Payment upon Termination), 12.5 (Return of Customer's Data), 13 (Who Customer is Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
13.1. General. Customer is contracting with ISN-Partners Ltd. under this Agreement. Customer should direct notices under this Agreement to ISN-Partners. Law and jurisdiction under this agreement are described in this par. 13
Customer is contracting with:
701 Stonehouse Park,
Sperry Way, Stonehouse
Gloucestershire GL10 3UT
VAT: GB 188 8218 57
Notices should be addressed to: same above addresses AND email: email@example.com
The governing law is: United Kingdom
The courts having exclusive jurisdiction are: London, United Kingdom
13.2. Notice Details. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination of an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer.
13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
14.1. Export Compliance. The Services, other technology 2clixz makes available, and derivatives thereof may be subject to export laws and regulations of Europe, the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list.
14.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.4. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
14.5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
14.7. Attorney Fees. Customer shall pay on demand all of 2clixz's reasonable attorney fees and other costs incurred by 2clixz to collect any fees or charges due to 2clixz under this Agreement following Customer's breach of Section 6.2 (Invoicing and Payment).
14.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, 2clixz shall refund to Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.9. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer's purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.