|“Customer”||Your organisation and includes employees, consultants, representatives and agents.|
|“Website”||The internet sites operated by Aqilla.|
|“Subscription”||The monthly fee (excluding any taxes and duties) payable by Customer in accordance with the agreed fee schedule or on the Website (which Aqilla may change from time to time upon reasonable notice) in relation to use of the Software.|
|“Software”||The software or platform available (as may be changed or updated from time to time by Aqilla) via the Website.|
|“General Data Protection Regulation”||The Data Protection Regulation (referred to herein also as “UK GDPR”) which came in to force on 25 May 2018 and which applies to the Data & Data Processing of Customer Data and Personal Data.|
|“Data & Data Processing”||Any data input by Customer into the Software and provision of the services and related technical support to Customer.|
|“Customer Data”||Customer Data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Software and which may include the following categories of data: user IDs, email, documents, presentations, images, calendar entries, tasks and other data.|
|“Personal Data”||Aqilla does not typically collect sensitive Personal Data via the Software. Personal Data however may be submitted, stored, sent or received via the Software by Customer, it’s Affiliates or End Users. This may concern End Users as well as Customer’s employees and contractors; the personnel of Customer’s customers, suppliers and subcontractors; and any other person who transmits data via the Software, including individuals collaborating and communicating with End Users.|
|“Confidential Information”||Includes all information exchanged between the parties to these Agreement, whether in writing, electronically or orally, including the Software but does not include information which is in the public domain or otherwise freely available other than through unauthorised disclosure by the other party.|
|“Intellectual Property Rights”||Means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.|
Use of Software
Aqilla grants Customer the right to access and use the Software via the Website. This right is non-exclusive and non-transferable and limited by these Terms.
For the period of term of this agreement plus the period from expiry of such term until deletion of all Customer Data in accordance with the UK GDPR, Aqilla will process Customer Data and or Personal Data submitted, stored, sent or received by Customer, its Affiliates or End Users via the Software for the purposes of providing the services and related technical support to Customer in accordance with the applicable law.
Customer shall ensure that all usernames and passwords required to access the Software are kept secure and confidential. Customer will immediately notify Aqilla of any unauthorised use of passwords or any other breach of security. Should such breach include Personal Data Aqilla will provide Customer with appropriate assistance should notification of such a breach of Personal Data be needed under the GDPR Articles 33 and 34, or seeing whether or not a DPIA (Data Protection Impact Assessment) be needed under GDPR Article 35. Furthermore the Customer shall not undertake any action that in any way may undermine the security or integrity of, or impair the functionality of, or the ability of any others to use the Software or Website. Customer shall not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal operation.
Customer must make all reasonable efforts to investigate and diagnose any problems in advance of contacting Aqilla. Unless specified under a premium service agreement, all technical support enquiries must be reported by email to firstname.lastname@example.org. Aqilla endeavours to deal in a timely manner to all technical problems. Support is provided normal business days between 9am and 5pm.
Whilst Aqilla intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasion it may be unavailable due to circumstances beyond its control or to permit maintenance and other development activity to take place. If for any reason the Software is likely to be unavailable for longer periods than Aqilla would normally expect, Aqilla will use reasonable endeavours to publish in advance details of such activity on the Website. Access to Aqilla relies on a reliable broadband internet connection, which remains the responsibility of the Customer to maintain.
All Data entered into Aqilla by Customer is owned by the Customer and Aqilla will be bound by the Confidentiality terms set herein. Customer must maintain copies of all Customer Data inputted into the Software as required by the governing regulations issued by HM Customs & Revenue or other local regulatory frameworks. Upon Termination, all Data will be surrendered to the Customer and/or destroyed by Aqilla at the Customer’s request in line with UK Data Protection Legislation.
Intellectual Property and Trademark
Customer acknowledges that title to, and all Intellectual Property Rights in the Software, the Website, any documentation and Trademark relating to the Software remain the property of Aqilla.
Unless required to do so by law or with the prior written consent of the other, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressed herein. Each party’s obligations under this clause will survive termination of these Terms. Such Confidentiality shall not apply to (a) any information which is in the public domain or otherwise freely available other than by a breach of these Terms; (b) any information obtained from a third party who lawfully acquired it and who is under no obligation restricting its disclosure or (c) any information independently obtained without access to Confidential Information.
UK Data Protection Legislation (GDPR)
Aqilla is bound by the UK General Data Protection Regulation.
If the UK Data Protection Legislation applies to the Data & Data Processing of Customer Data, the parties acknowledge and agree that Aqilla is a Processor of such Customer Data and that furthermore the Customer is a Controller or Processor, as applicable of that Customer Data under the same Legislation. Both parties agree that each will comply with the obligations applicable to it under the UK Data Protection Legislation with respect to the processing of that Customer Data.
If the UK Data Protection Legislation applies to the Data & Data Processing of Customer Data and Customer is a Processor, Customer warrants to Aqilla that Customer’s instructions and actions with respect to that Customer Data, including its appointment of Aqilla as another processor for the purposes of providing technical support and product development have been authorized by the relevant controller.
If EU or Non-European Data Protection Legislation applies to either party’s processing of Customer Data, the parties acknowledge and agree that the relevant party will comply with any obligations applicable to it under that legislation with respect to the processing of that Customer Data.
These Terms will continue for the period covered by the Subscription as specified or automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of any relevant payment period. Any subscription fee payable for the month to date will be payable upon termination. Upon termination, Customer will immediately cease to use the Software and the Website.
Aqilla gives no warranty about the Software. Without limiting the following, Aqilla does not warrant that the Software will meet Customer requirements or that it will be suitable for Customer’s purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. Aqilla does not warrant that the use of the Software will be uninterrupted or error free. Aqilla expressly excludes liability for any loss of Data no matter how caused.
Customer shall indemnify Aqilla against all claims, costs, damage and loss arising from Customer’s breach of any of these terms or any obligation Customer may have to Aqilla, including (but not limited to) any costs relating to the recovery of any unpaid Subscriptions.
Limitation of Liability
To the maximum extent permitted by law, Aqilla excludes all liability and responsibility to Customer (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Software. Any claim against Aqilla arising from negligence or failure will be limited to the Subscription fees paid by Customer in the previous 12 months.
These Terms and any other notices or instructions given to Customer under these terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between Customer and Aqilla relating to the Software and services provided. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay fees due.
Customer may not assign or transfer any rights of these Terms to any other person without the prior written consent of Aqilla.
Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Governing Law and Jurisdiction
All terms are governed by the laws of England and Wales and Customer hereby submits to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms, without reference to any conflicts of laws. If any part or provision of these Terms is invalid, unenforceable or in conflict with the governing law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on all parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Aqilla must be sent to email@example.com or to any other email address notified by email to by Aqilla. Notices to Customer will be sent to the email address which was provided when setting up access to the Software.