Proof of Concept - Terms and Conditions
UKCloud Customer Agreement – Proof of Concept Evaluation
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. Definitions and Interpretation
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.
“POC” means Proof of Concept.
“POC End Date” means the mutually agreed date by which the POC will terminate.
“POC Evaluation” means Your ability to access Our Services that form the POC, from the date that the POC is set up to either the POC End Date or once the POC Objectives are met.
“POC Estimates” means the estimated charges of the POC Evaluation during the term or anticipated period.
“POC Objective” the mutually agreed status or set of results needed to determine if the evaluation has been achieved. UKCloud have the right to end a POC Evaluation if at its own discretion it believes the POC Objectives have been met.
“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” means the services made available by Us (including those described in the Service Definitions), any associated application program interfaces, the UKCloud Content, any websites made available by Us, and any other product or service provided by Us under this Agreement, excluding any Third Party Content.
“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.
“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. Use of the Services
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 POC Evaluations 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 POC Evaluation for the duration described by either the POC End date or the POC Objective.
2.4 Service Credits do not apply to POC Evaluations, and any issues will be communicated by Us to You using reasonable endeavours.
2.5 You will be responsible for any Third-Party License 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. Your Content and Data
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 1998 (“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 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) We shall process the personal data only in accordance with the terms of this Agreement, the DPA and any lawful instructions reasonably given by You from time to time; and
(c) Each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4. Authorised Users
4.1 In relation to the Authorised Users, You undertake that each Authorised User shall keep a strong and secure password for his 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. Your Obligations
5.1 You shall:
- Not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity, and We reserve the right, without liability to You, to disable Your access to any material that breaches the provisions of this clause;
- Not access all or any part of the Services in order to build a product or service which competes with the Services (or any part of them) or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement;
- Comply with Your responsibilities as set out within the “Customer responsibility” section in the applicable Service Definition;
- Warrant that all data imported by You into Our live production services is being processed on behalf of a UK Public Sector entity, or supports the delivery of services to the UK Public Sector;
- Provide Us with all necessary co-operation in relation to this Agreement and all necessary access to such information as We may require in order to render the Services, including but not limited to, security access information and configuration services;
- Be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
6.1 This Agreement will commence when the POC Evaluation has been made available to You by Us, and shall remain in force until either the POC End Date or the POC Objective has been met.
6.2 This agreement will automatically terminate when either the POC End Date or the POC Objective has been met.
6.3 Your POC Evaluation 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. Intellectual Property Rights
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. Limitation of Liability
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) Loss or corruption of data or information; or
(e) 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.
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|POC Date||[insert date if not describing POC Objectives]|
|Anticipated POC Services and maximum estimated spend|