This Strategy4IT contract (“the Agreement”) is a legally binding contract between the company or orgainsation (“Customer, “You” or “Your”) that you have identified on the order page of this application and Strategy4IT (“Strategy4IT”) based at 6 Dyers Buildings, London, EC1N2JT, United Kingdom. The Agreement sets forth the terms under which You may use the subscription to the Strategy4IT application.
1.1 “Agreement” means this online Master Subscription Agreement;
1.2 “Customer, You or Customer’s” means the individual or legal entity, its directors,
officers, affiliates agents, and employees, as identified in the order page of this application;
1.3 “Customer Data” means any data, information or material provided or submitted by Customer to Strategy4IT in the course of utilising the Service;
1.4 “Effective Date” means the date this Agreement is accepted by selecting the “I Accept” option presented on the screen;
1.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature;
1.6 “License Administrator(s)” means those Users designated by Customer who are authorised to use this application;
1.7 “Order Form(s)” means the initial subscription for the Service;
1.8 “Service(s)” means the specific edition of Strategy4IT’s application during the ordering process, developed, operated, and maintained by Strategy4IT accessible via http://www.strategy4IT.com, http://www.cibsys.com or www.thecloudbusiness.com, which Customer is being granted access under this Agreement;
1.9 “User(s)” means Customers, employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by Customer (or by Strategy4IT at Customer’s request).
2. General Terms
2.1 You agree that (i) You are authorised to legally bind the customer (company or other type of entity) and its Affiliates to the terms and conditions set forth herein; and, (ii) Customer agrees to comply with and be legally bound by the terms and conditions set forth herein.
2.2 This agreement is effective between you and Strategy4IT as of the date you accept the terms and conditions. You must not access the solution if you are a direct competitor of Strategy4IT nor may You access the solution for performing analysis of availability, performance or functionality or for any other competitive purpose.
2.3 As part of the Service, Strategy4IT will provide Customer with use of the Service,
including a browser interface and data encryption, transmission, access and storage. Customer’s registration for, or use of, the Service shall be deemed to be Customer’s agreement to abide by this Agreement.
2.4 This Agreement has been prepared in the English Language and any non-English version of this Agreement are provided solely for accommodation purposes. In case of disputes, the English Version shall precede any other versions.
3. License Grants
3.1 Strategy4IT grants Customer a non-exclusive, non-transferable worldwide right to use the Service, solely for Customer’s own internal business purposes subject to the terms of this Agreement.
3.2 Subject to the terms of this Agreement, Customer grants to Strategy4IT the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer.
4. Licence Limitations
4.1 You agree not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, (iii) copy any ideas, features, functions or graphics of the Service, or (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (v) attempt to gain unauthorised access to the service or its related systems or networks.
4.2 User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with Customer or otherwise changed job status or function and no longer require access to the Service.
5. Third-Party Interaction
5.1 Customer shall not (i) license, sub license, sell, resell, transfer, assign, distribute or
otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the Strategy4IT Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet “links” to the Service or “frame” or “mirror” any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device.
6. Account Information and Customer Data
6.1 All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance.
6.2 Customer, not Strategy4IT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of all
6.3 Strategy4IT shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
6.4 Except for the licence granted in this Agreement, all rights, title and interest in Data, in all languages, formats and media throughout the world, including all copyrights, are and remain the exclusive property of the customer and other contributors of Data.
6.5 Strategy4IT reserves the right to withhold, remove and/or discard Customer Data without notice for any breach of the Strategy4IT service. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and Strategy4IT shall have no obligation to maintain or forward any Customer Data.
6.6 In the event that Customer terminates this Agreement (other than by reason of Customer’s breach), Strategy4IT will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests.
7. Protection of Customer’s Confidential Information
7.1 Strategy4IT agrees and acknowledges that the service contains confidential and proprietary information, in that it involves processes and compilations of information which are secret, confidential and not generally known to the public, and which are the product of Customer’s own expenditure of time, money and creative skill.
7.2 In order to protect Customer’s Confidential Information, Strategy4It agrees as follows:
(i) Strategy4IT agrees to restrict access to the Service only to employees, agents and representatives who require access to the Service in the course of their employment with Strategy4IT.
(ii) Customer agrees not to disclose Confidential Information, and further agrees to take all reasonable precautions and security steps necessary to prevent Customer’s employees, agents, and representatives from disclosing Confidential Information, to any person other than employees, agents and representatives who require access to the Service in the course of their employment with You.
(iii) Customer agrees to notify Strategy4IT promptly and in writing of the circumstances surrounding any disclosure of Confidential Information to any person other than those authorised by this Agreement.
7.3 We do not store credit card details nor do we share customer details with any 3rd parties.
7.4 The provisions of Article 7 shall survive the expiration and/or termination of this Agreement and shall remain in full force and effect.
8. Termination and Expiration
8.1 This agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this agreement have expired or been terminated.
8.2 Termination for cause: Any unauthorised use of the Strategy4IT Technology or Service will be deemed material breach of this agreement. Strategy4IT in its sole discretion may terminate your password, account or use of the Service if you fail to comply with this Agreement. Strategy4IT is entitled to terminate a Subscription and, Your use of the Solution may be immediately terminated and/ or suspended upon notice due to a breach of the terms of this Agreement by You or any User that creates an ongoing risk to the operation of the Solution or protection of Strategy4IT Intellectual Property.
8.3 Strategy4IT is entitled to terminate a Subscription, delete and destroy Customer’s Content and to immediately terminate this agreement where:
(i) Customer or one of its Users uses the Services in a manner that entails the perpetration of a crime
(ii) It may be reasonably assumed that continued use of the Services violates governing law
(iii) Customer or more of its Users uses the Services in a manner that causes loss or the risk of loss to Strategy4IT or any third party.
8.4 Strategy4IT may terminate a free account at any time in its sole discretion. You agree and acknowledge that Strategy4IT has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement.
8.5 Upon expiration or termination of this Agreement, all of Your access rights to sue Strategy4IT and all other rights, services as set forth in this Agreement shall cease immediately (except for those rights, and obligations that are expressly stated to survive termination of this Agreement.)
9. Intellectual Property Ownership
9.1 Strategy4IT alone shall own all right, title and interest, including all related Intellectual
Property Rights, in and to the Strategy4IT Technology, the Content and the Service and
any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service.
9.2 This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Strategy4IT Technology or Intellectual Property owned by Strategy4IT to Customer. The Strategy4IT name, the Strategy4IT logo, and the product names associated with the Service are copyright of Strategy4IT, and no right or license is granted to use them.
10. Mutual Indemnification
10.1 Customer shall indemnify and hold Strategy4IT’s, and each such party’s parent
organisations, subsidiaries, affiliates, officers, directors, employees, layers and agents
harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that Strategy4IT (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defence and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Strategy4IT of all liability and such settlement does not affect Strategy4IT’s business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.
10.2 Strategy4IT shall indemnify and hold Customer and its parent organisations, subsidiaries, affiliates, officers, directors, employees, layers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright; (ii) a claim, which if true, would constitute a violation of Strategy4IT warranties; or (iii) a claim arising from breach of this Agreement by Strategy4IT; provided that Customer (i) promptly gives written notice of the claim to Strategy4IT (ii) gives Strategy4IT sole control of the defence and settlement of the claim (provided that Strategy4IT may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Strategy4IT all available information and assistance; and (iv) has not compromised or settled such claim. Strategy4IT shall have no indemnification obligation, and Customer shall indemnify Strategy4IT pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer’s products, service, hardware or business process(s).
11.1 Strategy4IT warrants that it has validly entered into this Agreement and has the legal power to do so.
11.2 Strategy4IT warrants that it will not transmit Malicious Code to You. If You or a User uploads a file containing Malicious Code into the services and later downloads that file with Malicious Code. For any breach of a warranty above,Your exclusive remedy shall be for Strategy4IT to repair the materially decreased functionality or, if Strategy4IT determines the repair is not practical within a reasonable time, to provide the remedies as provided in Article 8.
11.3 Strategy4IT warrants that the Services provided will perform in accordance with the related documentation that is available on the Website(s), under normal use and circumstances and for the purposes intended.
12. Disclaimer of Warranties
12.1 STRATEGY4IT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; STRATEGY4IT DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(G) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS; AND (H) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY STRATEGY4IT.
13. Limitation of Liability
13.1 Limitation of Liability: IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER
DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 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 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.
14. Internet Delays
14.1 STRATEGY4IT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STRATEGY4IT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Recommended Browser
15.1 Strategy4IT recommends the use of Google Chrome or Firefox when using the application. Internet Explorer can be used however, Version 8 and above is to be used.
15.2 Strategy4IT does not support the maintenance of out of date browsers and is not responsible if the user experience on these browsers is not what is expected.
16. Privacy & Security
16.1 Your use of the application is subject to Strategy4IT’s Privacy Statement, as updated by Strategy4IT from time to time. You agree that you have read the Privacy Statement, and it is reasonable and acceptable to you. Your acceptance of this Subscription Agreement is also your consent to the information practices in the Privacy Statement.
17. Force Majeure
17.1 Neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by riot, flood, earthquake, natural disaster, terrorist attack, electronic virus, electronic attach or infiltration, Internet disturbance, government act or other similar cause beyond such party’s (the “Affected Party”) control (collectively, a “Force Majeure Event”), provided that that Affected Party gives prompt Written Notice of such condition, uses reasonable efforts to resume its full performance as soon as possible, and provided further that the other party (the “Non–Affected Party”) may terminate the affected Order if such conditions for a period of one hundred twenty (120) days. During the Force Majeure Event, the Non – Affected Party may similarly suspend its performance obligations, until such time as the Affected Party resumes its performance obligation.
18. Modification to Terms
18.1 Strategy4IT reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such change.
19.1 This agreement and the relationship between Strategy4IT and Customer shall be interpreted in accordance, and governed by the laws of the United Kingdom. The United Nations Convention of the International Sales of Goods shall not have any application to this agreement.
19.2 All payment, billing and renewal terms are governed under UK Consumer Law.
20. Entire Agreement
20.1 This Agreement, together with any applicable attachments, comprises the entire agreement between Customer and Strategy4IT and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
21.1 A determination that any provision of this Agreement is invalid, illegal or unenforceable shall not affect the enforceability of any other provision. In the event that any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of this Agreement shall be in full force and effect.
Questions or Additional Information
If you have questions or wish to obtain additional information regarding this Agreement, please send an e-mail to info@strategy4IT.com
© cibsys 2012 Privacy Statement