UKCloud Customer Agreement for Free Trial of UKCloud Services
This UKCloud Customer Agreement and any documents referred to in it (this “Agreement“) contains the terms and conditions that govern Your access to and use of the Services (as defined below) and is an agreement between UKCloud Ltd (company number: 07619797) whose registered office is at Hartham Park, Hartham, Corsham, Wiltshire, SN13 0RP, England (“UKCloud “, “We,” “Us,” and “Our”) and You or the entity You represent (“You“ and “Your”).
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Authorised Users” mean Your employees, agents and independent contractors who You authorise to use the Services.
“Content” means software, data, documents, text, video, audio or other content.
“Digital Marketplace” means the UK government maintained online catalogue of G-Cloud services.
“Free Trial” means Your ability to access Our Services from the date that the free trial is set up, for a fixed duration and value, as described on the applicable Service Definition.
“Parties” means You and Us collectively, each being a “Party”.
“Service Definitions” means the documents setting out the descriptions of the applicable Services, any terms and conditions specific to such Services, and the applicable service levels offered in respect of such services, as set out in the Digital Marketplace.
“Services” or “Service” means the services ordered by You as set out in the Order Form, the Digital Marketplace, and the applicable Service Definitions.
“Systems Interconnect Security Policy” is the formal top level security document that identifies which aspects of security are within the remit of Our security officer, and which aspects of security are within the remit of Your security officer.
“Trial Credits” mean the fixed value of the Free Trial to the equivalent of £500 of Service consumption, priced in the applicable Service Definition, unless the value of the Trial Credit is stated differently in Our Free Trials Service Scope which can be found here https://docs.ukcloud.com/articles/other/other-sco-free-trials.html?q=free%20trial
“Virus” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); steal or redirect data in bad faith or attempt to do the same; or adversely affect the User experience, including worms, malware, Trojan Horses, viruses and other similar things or devices.
“Your Content” means Content that You or any Authorised User run on, cause to interface with, or upload to, the Services, under Your account.
2.1 We grant You a non-exclusive, non-transferrable, revocable licence during the term of this Agreement to:
(a) Access and use the Services You’ve ordered solely in accordance with this Agreement; and
(b) Copy and use Our Content solely to the extent reasonably required for Your permitted use of the Services.
2.2 Free Trials are available to Our new and existing customers, and will be limited to products that You have not already purchased from Us, unless You are testing a significantly different use-case or, if You are a partner, testing a solution for a different customer.
2.3 You may participate in the Free Trial for the duration described in the Service Definition from the date that Service is made available to You by Us. The Free Trial will terminate when the duration of the Free Trial is ended, or the Trial Credits are consumed, whichever is the soonest. Unused consumption of either the Trial Credits or the term of the Free Trial cannot be rolled forward to any other agreement, without Our express agreement.
2.4 Service Credits do not apply to Free Trials, and any issues will be communicated by Us to You using reasonable endeavours.
2.5 You will be responsible for any Third Party Licence costs which are not included in the applicable Service Definition.
2.6 You will comply with all laws, rules, and regulations applicable to Your use of the Services, including those specified in the Service Definitions and in the Systems Interconnect Security Policy.
3.1 For the purposes of this clause 3, the terms “data controller”, “data processor”, “personal data”, and “processing” shall have the meanings given in the Data Protection Act 2018 (“DPA”). References to Your personal data include the personal data of the Authorised Users.
3.2 You shall own all rights, title and interest in and to all of Your Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Content.
3.3 We shall not be responsible for backing up Your Content unless this is either a feature included as part of the Service or where it is not, You have explicitly identified this as a requirement and this having been accepted. Where backup is chosen, We shall follow Our backup procedures for Your Content as set out in such Service Definition.
3.4 Where We process any personal data on Your behalf when performing Our obligations under this Agreement, You shall be the data controller and We shall be a data processor and:
(a) You shall ensure that You are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer such personal data in accordance with this Agreement on Your behalf;
(b) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(c) We shall process the personal data only in accordance with the terms of this Agreement, the DPA, and any lawful instructions given by You from time to time.
3.5 We may collect, store and use Your personal data for the following purposes:
4.1 In relation to the Authorised Users, You undertake that each Authorised User shall keep a strong and secure password for their use of the Services, which shall be kept confidential.
4.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Us by email to firstname.lastname@example.org.
4.3 You are responsible for all activities that occur under Your account, regardless of whether the activities are undertaken by You, Your employees or a third party (including Your contractors or agents) and, except to the extent caused by Our breach of this Agreement, We are not responsible for unauthorised access to Your account.
5.1 You shall:
6.1 This Agreement will commence when the Free Trial has been made available to You by Us, and shall remain in force for the duration described in the Service Definition.
6.2 This agreement will automatically terminate when set duration of the Free Trial expires, or when the Trial Credits have been consumed, whichever is the soonest.
6.3 Your trial service will be terminated unless You choose to enter into a further agreement with UKCloud, which will be subject to charges as described in the applicable Service Definition and be governed by Our standard terms and conditions.
7.1 We may suspend Your or any Authorised User’s right to access or use all or any part of the Services immediately upon notice to You if We determine that:
(a) Your or an Authorised User’s use of the Services creates a security risk to the Services or any third party; or
(b) May adversely impact the Services or the systems or Content of any other of Our customers.
8.1 As between You and Us, You own all right, title, and interest in and to Your Content. Save as expressly provided in this Agreement, We shall obtain no rights from You or Your licensors to Your Content. You hereby consent to Us and Our sub-contractors Using Your Content to provide the Services.
8.2 You represent and warrant to Us that You or Your licensors own all right, title, and interest in and to Your Content, and that You have all rights in Your Content necessary to grant the rights contemplated by this Agreement.
8.3 You acknowledge and agree that We and/or Our licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
8.4 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the UKCloud Content, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the UKCloud Content.
9.1 You shall, at all times during and after the term of this Agreement, indemnify Us and keep Us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Us arising from or in connection with:
(a) Your breach of this Agreement or violation of applicable law by You or any Authorised User;
(b) Your or any Authorised Users’ use of the Services (including any activities under Your UKCloud account and use by Your personnel); or
(c) Your Content or the combination of Your Content with other applications or content, including any claim involving alleged infringement of third-party rights by Your Content or use thereof.
9.2 We shall notify You of any such third-party claim, allow You to conduct all negotiations and proceedings and provide You with such reasonable assistance as is required by You (at Your cost), and not, without prior consultation with You, make any admission relating to such claim or attempt to settle it, provided that You consider and defend the claim diligently, using competent counsel and in such a way as not to bring Our reputation into disrepute.
10.1 The following provisions set out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents, sub-contractors and licensors) to You in respect of:
(a) Any breach of this Agreement howsoever arising;
(b) Any use made by You of the Services or any part of them; and
(c) Any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
10.3 Nothing in this Agreement excludes Our liability for:
(a) Death or personal injury caused by Our negligence; or
(b) Fraud or fraudulent misrepresentation; or
(c) Any other act or omission, liability for which may not be limited under applicable law.
10.4 Subject to clause 10.5, We shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(a) Loss of profits of business; or
(b) Depletion of goodwill or similar losses; or
(c) Loss of anticipated savings; or
(d) Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
10.5 Subject to clause 10.1, Our total liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited £1000 under this Agreement for the Service which gave rise to the claim during the term of this Agreement.
11.1 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to You by Us or Our agents, and any other confidential information concerning Our business or Our products and services which You may obtain.
12.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.
Appendix A – Multi-Cloud for Microsoft Azure Services