(Version: September 2024)
These are Danti Pro Terms that apply to the supply by us of Danti Pro Cloud, Danti Pro App and any associated Services to you.
1. INTERPRETATION OF WORDS AND PHRASES
1.1 Some of the words and phrases in these Danti Pro Terms mean specific things. They are capitalised all the way through and explained in the defined terms section at the end of these Danti Pro Terms.
1.2 In these Danti Pro Terms, unless the context otherwise requires:
1.2.1 the words ‘include’, ‘including’ or ‘for example’ do not limit something to just the examples that follow;
1.2.2 any reference to a specific law or regulation in these Danti Pro Terms includes that law or regulation as amended, replaced or extended;
1.2.3 any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns;
1.2.4 any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and
1.2.5 any headings in these Danti Pro Terms are included for convenience. They will not have any effect on the interpretation of our Agreement.
2. APPLICATION OF THESE DANTI PRO TERMS AND ORDER OF DOCUMENTS
2.1 These Danti Pro Terms, the Order and (where applicable) the Special Terms apply to and form part of our Agreement. They take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of all the documents that make up our Agreement.
2.2 Each request issued by you to enter into an Order shall be an offer to access Danti Pro Cloud and/or Danti Pro App and the Services subject to these Danti Pro Terms. We may accept or reject your request at our discretion.
2.3 An Order shall not be deemed accepted by us, and no binding obligation to provide access to either Danti Pro Cloud and/or Danti Pro App and supply any Services shall arise, until the earlier of:
2.3.1our signature of or written acceptance of the Order; or
2.3.2 our provision to you or any Authorised User of information to access Danti Pro Cloud and/or Danti Pro App. Any exchange of documents before this point is for information only and does not create legal relations between us.
2.4Each Order forms a separate, standalone Agreement.
2.5No terms or conditions delivered with or contained in your purchase conditions, order or other document will form part of our Agreement.
2.6If there is a conflict between any of the documents listed below, the order of priority, highest first, is:
2.6.1the Special Terms;
2.6.2the Order;
2.6.3the rest of these Danti Pro Terms; and
2.6.4the Documentation,
subject to the order of priority between the documents in this clause, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
3. INTERPRETATION OF WORDS AND PHRASES
3.1Our Agreement starts on the Effective Date and will, unless one of us ends it (in a way that these Danti Pro Terms allow), carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Renewal Terms.
3.2Either party may terminate this Agreement by:
3.2.1 giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Renewal Term; and
3.2.2 giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Renewal Term; and
4. GENERAL PRINCIPLES
4.1 During the Term, we agree to supply and you agree to subscribe to Danti Pro Cloud and/or Danti Pro App and access the Services on the terms set out in our Agreement.
4.2 We confirm we are a legal entity, authorised to agree our Agreement and provide access to Danti Pro Cloud and Danti Pro App and supply the Services.
4.3 You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.
5. DANTI PRO AND THE SERVICES GENERALLY
5.1 We will:
5.1.1 provide you with access to Danti Pro Cloud and/or Danti Pro App in accordance with the terms of our Agreement;
5.1.2 provide the Services with reasonable skill and care; and
5.1.3 comply with the Applicable Law applicable to us.
5.2Any obligation of us under our Agreement to comply or ensure compliance by any person or Danti Pro Cloud, Danti Pro App or the Services with any law shall be limited to compliance only with laws within the United Kingdom as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on us or any part of Danti Pro Cloud, Danti Pro App or the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
6. WHAT YOU HAVE TO DO
6.1 You will:
6.1.1 perform your obligations in accordance with the terms of our Agreement;
6.1.2 pay the Charges for access to Danti Pro Cloud and/or Danti Pro App and the supply of Services in the manner set out in clause 14;
6.1.3tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for Danti Pro Cloud, Danti Pro App, the Services, and technical and billing matters (Customer Contact). We may however accept instructions from a person who we reasonably believe is acting with your authority;
6.1.4cooperate with us and comply with any reasonable requests we make to help us provide Danti Pro and/or the Services;
6.1.5be responsible for your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to them;
6.1.6provide us with any information, data or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date and complete;
6.1.7obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services and provide Danti Pro for your benefit, and otherwise comply with our obligations under our Agreement;
6.1.8not do (or permit any person to do) anything that is likely to adversely interfere with our business, systems or operations, nor shall you knowingly or recklessly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware, ransomware or any other harmful programs or similar computer code designed to adversely affect the operation of any of our computer software, hardware or IT networks or systems;
6.1.9 inform us in a timely manner of any matters which may affect our provision of Danti Pro and/or performance of the Services; and
6.1.10comply with Applicable Law, and make sure that your Representatives do as well.
7. WHEN WE ARE NOT TO BLAME AND DELAYS
7.1We shall use reasonable endeavours to provide access to Danti Pro and perform the Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.
7.2If Danti Pro and/or the Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by: (a) you and/or your Representatives; (b) anyone other than us, our Affiliates or suppliers doing something, or not doing something, they need to do; (c) a Relief Event; or (d) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:
7.2.1 we shall have no liability for Losses that are attributable to any of those circumstances and/or events;
7.2.2we shall be entitled to reimbursement of costs caused to us due to those circumstances and/or events; and
7.2.3any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).
8. ACCESS TO DANTI PRO CLOUD AND OUR SUPPLY OF THE SERVICES
Operation of Danti Pro Cloud
8.1 With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, personal right to:
8.1.1 use Danti Pro Cloud for the Permitted Purpose; and
8.1.2 copy and use the Documentation as strictly necessary for its use by Authorised Users of Danti Pro Cloud.
8.2 You acknowledge that access to Danti Pro Cloud may take up to five (5) Business Days from the Effective Date to initially set up and that use of Danti Pro Cloud is at all times subject to your compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements).
8.3You acknowledge that Danti Pro Cloud and the Services do not include:
8.3.1 any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of Danti Pro Cloud);
8.3.2 dedicated data back up or disaster recovery facilities (and you should ensure you at all times maintain backups of all Customer Data); or
8.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in our Agreement, no assurance is given that Danti Pro Cloud or the Services will comply with or satisfy any legal or regulatory obligation of any person.
8.4You acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise):
8.4.1 that Danti Pro Cloud and the Services will meet your individual needs, whether or not such needs have been communicated to us;
8.4.2that the operation of Danti Pro Cloud or the Services shall not be subject to minor errors or defects; or
8.4.3that Danti Pro Cloud or the Services shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.
9. AUTHORISED USERS
9.1 You shall ensure that only Authorised Users use Danti Pro Cloud and that such use is at all times in accordance with our Agreement. You shall ensure that Authorised Users are, at all times while they have access to Danti Pro Cloud, the employees or contractors of you.
9.2You will keep a list of all Authorised Users and will notify us within five (5) Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, we will provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.
9.3You will ensure that the number of Authorised Users for Danti Pro Cloud does not exceed the number of Purchased Authorised Users Accounts for Danti Pro Cloud at any time. You are entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms of our Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
9.4 Without prejudice to any other right or remedy of our, in the event you are in breach of clause 9.3 then:
9.4.1 the warranties in clause 12.7 shall cease to apply to Danti Pro Cloud for the duration of the period during which you are in breach of clause 9.3; and
9.4.2 You will be liable to pay for the number of Authorised Users above the number of Purchased Authorised Users Accounts for Danti Pro Cloud for the relevant period during which infringement occurred in accordance with our then current pricing.
9.5You will:
9.5.1 be liable for the acts and omissions of the Authorised Users as if they were your own;
9.5.2 only provide Authorised Users with access to Danti Pro Cloud via the access provided by us and shall not provide access to (or permit access by) anyone other than an Authorised User; and
9.5.3procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under our Agreement, including all obligations and restrictions relating to our Confidential Information.
9.6 You warrant and represent that you, and all Authorised Users and all others acting on your behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at your organisation as necessary for use of Danti Pro Cloud) their password or access details for Danti Pro Cloud.
9.7 You will (and will ensure all Authorised Users will) at all times comply with any acceptable use provisions and all other provisions of our Agreement
9.8 If any password has been provided to an individual that is not an Authorised User, you will, without delay, disable any such passwords and notify us immediately.
9.9 You will comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to Danti Pro Cloud, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, Danti Pro Cloud, the Services, the Customer Data or the Documentation (or any part) to, or access or use Danti Pro Cloud or the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, without first obtaining such licence or other approval. Without prejudice to our obligations under the clause 17, you will be solely responsible for ensuring your access, importation and use of Danti Pro and the Services, the Customer Data and Documentation complies with Applicable Laws including export laws.
9.10Clauses 9.5 to 9.9 (inclusive) shall survive termination or expiry of our Agreement.
10. SUPPORT
10.1Support Services shall be available for Danti Pro Cloud to you for the duration of the Agreement, to the extent and in the manner specified in the relevant Order.
10.2We will use reasonable endeavours to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
11. CHANGES TO SERVICES AND TERMS
11.1 We may in our absolute discretion make, and notify you of, updated versions of the documents referred to in clause 2.6 or other documents referred to in any part of our Agreement (excluding in each case the Order) from time to time by any reasonable means which we elect (Update Notification). We will comply with our related obligations in our Privacy Policy.
11.2The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of our Agreement from the date 14 Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as we may specify).
11.3 In the event that you reasonably believe that any Update materially impacts you negatively in any manner you may by notice elect to terminate our Agreement in respect of all impacted Services at the end of the Initial Term or Renewal Term (as applicable).
11.4 You acknowledge that we shall be entitled to modify the features and functionality of Danti Pro Cloud and/or the Services. We may, without limitation to the generality of this clause 11.4, establish new limits on Danti Pro Cloud and/or the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with Danti Pro Cloud or the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. We shall comply with our related obligations in our Privacy Policy.
12. ACCESS TO DANTI PRO APP
Operation of Danti Pro App
12.1 With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, personal right to allow Authorised Users to download and use the Danti Pro App during the Term for the Permitted Purpose.
12.2You will:
12.2.1 inform us immediately if an Authorised User’s ID or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way;
12.2.2 prevent unauthorised access to Danti Pro;
12.2.3 satisfy our security checks if a password is lost or forgotten;
12.2.4 change any or all passwords or other information used in connection with Danti Pro if we request you to do so in order to ensure the security or integrity of Danti Pro;
12.2.5 ensure the security and proper use of all valid Authorised User access profiles, passwords and other information used in connection with Danti Pro. This includes ensuring that all Authorised Users keep confidential, and do not share with an third party or other individuals their password and access details for Danti Pro;
12.2.6be liable to us for the acts and omissions of each of the Authorised Users as if they were your own;
12.2.7 ensure that each Authorised User only downloads and/or uses Danti Pro on one Device at any one time;
12.2.8ensure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under our Agreement, including under clause 12.2.11;
12.2.9 ensure that the maximum number of Authorised Users that you authorise to access and use Danti Pro will not exceed the permitted number of Purchased Authorised Users Accounts at any time;
12.2.10 not allow any Authorised User subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User; and
12.2.11 ensure that each Authorised Users does not provide any other person (including any individual inside or outside your organisation or any third party) with access to or sight of any information within Danti Pro except where permitted by us. This means, without limitation, that each Authorised User should not forward screenshots of Danti Pro to any other person, allow any other person to view the content of Danti Pro, or take photos of or record the information in Danti Pro to writing, along with any other acts that do not align with the spirit of this restriction.
12.3The warranty in clause 12.7 will stop applying during any period you fail to follow any part of clauses 12.2.9 to 12.2.10. You will also be liable to pay us for the number of Authorised Users above the number of Purchased Authorised Users Accounts for the relevant period during which you failed to follow those clauses at our then current rates.
Changes to Danti Pro App
12.4 We may make updates to Danti Pro App available to you and Authorised Users from time to time. This may include upgrades, modifications, bug fixes, patches and other error corrections and/or new features (Releases). Certain portions of Danti Pro App may not properly operate if you and each Authorised User do not install all Releases and you acknowledge and agree that it is the case. Before giving you access to any additional functionality in Danti Pro App, we may amend the Charges with your written consent beforehand. If the both us cannot agree the revised Charges, you will not be given access to the new functionality unless we tell you otherwise.
Devices and App Stores
12.5 You acknowledge and agree:
12.5.1 while we strive to make Danti Pro App available on many operating systems and Devices, that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) that Danti Pro App will operate on any Device except to the extent expressly referred to as compatible in the Documentation or notified by us to you in writing. We seek to support the current iOS operating system and two versions back and the current Android operating system and three versions back;
12.5.2 that the provision of Danti Pro App does not include any services, systems or equipment required to access the internet and that you are solely responsible for any data transmission charges incurred by you and each Authorised User in connection with use of Danti Pro App; and
12.5.3 the rules of any third party app store (the App Provider) from which you or any Authorised User downloads Danti Pro App will also apply where Danti Pro App is available to download as an app;
12.5.4 Danti Pro Terms are an agreement between us and you, and not with any App Provider. As between us and the App Provider, we are solely responsible for Danti Pro App;
12.5.5 the App Provider has no obligation to provide any maintenance and/or support with respect to Danti Pro App;
12.5.6 the App Provider is not responsible for addressing any claims you have relating to Danti Pro App or your possession and use of Danti Pro App; and
12.5.7 the App Provider and its subsidiaries are third-party beneficiaries of Danti Pro Terms as it relates to your license to Danti Pro App. Upon your acceptance of Danti Pro Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce Danti Pro Terms as related to your license of Danti Pro App against you as a third-party beneficiary.
Acceptable use of Danti Pro Cloud and Danti Pro App
12.6As a condition of use of Danti Pro, you agree not to use Danti Pro nor permit it to be used:
12.6.1 for any purpose that is unlawful under any Applicable Law or prohibited by our Agreement;
12.6.2 to commit any act of fraud;
12.6.3 to distribute any virus, disabling code (including code intended to limit or prevent any use any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware);
12.6.4 to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
12.6.5 to attempt to circumvent any security controls or mechanisms;
12.6.6 to attempt to circumvent any password or user authentication methods of any person;
12.6.7 in any manner inconsistent with our Agreement or the Documentation; or
12.6.8 in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.
Our promises about Danti Pro Cloud and Danti Pro App
12.7Subject to clauses 12.3 and 12.8 to 12.13, we warrant to you that Danti Pro Cloud and Danti Pro App shall operate materially in accordance with its description in the Documentation when used in accordance with our Agreement under normal use and normal circumstances during the Term.
12.8 The warranty in clause 12.7 shall not apply to the extent that any Incident in Danti Pro Coud or Danti Pro App arises as a result of:
12.8.1 incorrect operation or use of Danti Pro Cloud or Danti Pro App by you or any Authorised User including any failure to follow the Documentation, failure to meet minimum Device specifications or failure to use Danti Pro Cloud or Danti Pro App on a supported operating system;
12.8.2 use of any part of Danti Pro Cloud or Danti Pro App other than for the purposes for which it is intended;
12.8.3 use of Danti Pro Cloud, Danti Pro App or any Services with other software or services or on equipment with which it is incompatible (unless we recommended or required the use of that other software or service or equipment);
12.8.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
12.8.5 any modification of Danti Pro Cloud or Danti Pro App (other than that undertaken by us or at our direction);
12.8.612.8.6 any breach of our Agreement by you; or
12.8.7 any planned maintenance by us.
12.9 You acknowledge that:
12.9.1 neither we nor our third party providers control your Devices or the transfer of data over communications facilities (including the Internet);
12.9.2 Danti Pro Cloud and Danti Pro App may be subject to limitations, interruptions, delays, errors, cancellations, and other problems resulting from the use of the internet or public communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems; and
12.9.3 we and our third party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from the interruptions described in clauses 12.9.1 and 12.9.2.
12.10 If there is any breach of warranty in clause 12.7 we shall at our option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not we have first attempted to repair or replace the impacted Service) refund the Charges for the impacted Services which were otherwise payable for the period during which we are in breach of any such warranty. To the maximum extent permitted by law, this clause 12.10 sets out your sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranty in clause 12.7.
12.11 Other than as set out in these Danti Pro Terms, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.
12.12 You hereby acknowledge and agree that we cannot, therefore, guarantee:
12.12.1 that any communications component(s) of Danti Pro Cloud or Danti Pro App will be available to you at all times or free from faults or interruptions;
12.12.2 the receipt by any intended recipient of any message and/or other form of communication sent using any relevant communications component(s) of Danti Pro Cloud or Danti Pro App (as applicable); or
12.12.3 the retrieval by any intended recipient of any message and/or other form of communication using any relevant communications component(s) of Danti Pro Cloud or Danti Pro App (as applicable).
12.13 You also acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise) that the operation of Danti Pro Cloud or Danti Pro App shall not be subject to minor errors or defects.
13. CHARGES
13.1 Our Charges shall be as set out in the Order or, if they are not set out in the Order, they will be calculated in accordance with our scale of charges in force from time to time.
13.2 The amounts payable by you under our Agreement are exclusive of VAT, which shall be payable by you at the rate and in the manner prescribed by law.
13.3 We may increase the Charges automatically and without notice with effect from the commencement of each Renewal Term provided that the increase does not exceed 5% of the Charges in effect immediately prior to the increase.
13.4 Where you agree an Initial Term of 24 months minimum and pay the full Charges in respect of the Initial Term in advance, clause 13.3 shall not apply.
14. PAYMENT
14.1Unless otherwise agreed with you:
14.1.1 we will invoice you for Charges relating to:
14.1.1.1access to Danti Pro Cloud or Danto Pro App and the provision of the Services in advance, on or following the date that is 60 days following the Effective Date and on the commencement of each Renewal Term;
14.1.1.2 additional Authorised User accounts requested by you part way through a month or year, at the point of purchase on a pro-rated basis for the remainder of the relevant month or year. At the end of the relevant month or year, those Charges will then be rolled into those invoiced by us under clause 14.1.1.1; and
14.1.2 you will pay each of our invoices:
14.1.2.1 within 7 days of the date of the invoice;
14.1.2.2 to the bank account nominated by us; and
14.1.2.3 in full and in clear funds, without deduction or set-off.
14.2 If you do not pay any of our invoices by the due date, without limiting our other rights, we may:
14.2.1 charge you interest on the unpaid amount at 4 per cent a year above Bank of England base rate from time to time in force (or if Bank of England base rate drops below zero, then at 4 per cent a year). That interest will compound on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
14.2.2 restrict or suspend access to Danti Pro Cloud, Danti Pro App and/or the Services under clause 21.
14.3 You will pay us any reasonable costs that we incur when recovering any amount you owe us.
14.4 If we agree invoice payment terms with you that grant you a number of days to pay our invoices, we may on giving you written notice reduce the number of days:
14.4.1 where:
14.4.1 you issue a profit warning; or
14.4.2 any credit agency reduces your credit rating; and
14.4.2 we reasonably consider that this will affect your ability to pay our invoices.
14.5 Where applicable, you are liable for any Withholding Taxes on payments to us, so that the net amount we receive is not less than the amount invoiced to you.
14.6 If you do not agree with something in an invoice we send you:
14.6.1 you will give us written notice within 7 days after the date of the invoice; and
14.6.2 after you have made payment, you will give us written notice of that dispute within three months after the date of the invoice.
14.7 We will both settle an invoice dispute in accordance with clause 24 and you will pay the amount we both finally agree on within five days of both of us agreeing it. You will always pay the undisputed amount of an invoice on the due date for payment.
14.8 We may still charge you interest in accordance with clause 14.2 for any amount that we both agree is payable under clause 14.7.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 All Intellectual Property Rights in and to Danti Pro Cloud and Danti Pro App (including in Documentation, Code and all Danti Materials) and the Services belong to and shall remain vested in us or our licensors (the Danti IPR). To the extent that you, any of your Affiliates or any person acting on your or their behalf acquires any Intellectual Property Rights in the Documentation, Code and all Danti Materials or any other part of Danti Pro Cloud, Danti Pro App or the Services, you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us or such third party as we may elect. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause 15.1.
15.2 We have no obligation to deliver any copies of any software to you in connection with our Agreement.
15.3 You and Authorised Users may be able to store or transmit Customer Data using Danti Pro Cloud or Danti Pro App and they may interact with Customer Systems. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of our direct and indirect sub-contractors) to use, copy and other otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide Danti Pro Cloud, Danti Pro App or the Services or to exercise or perform our rights, remedies and obligations under our Agreement.
15.4 Otherwise to the extent specifically agreed by us or allowed by Applicable Law, you may not (nor permit others) to at any time:
15.4.1 use the Danti IPR for any purpose other than that permitted by our Agreement;
15.4.2 access all or any part of the Danti IPR in order to build a product or service which competes with all or any part of the Danti IPR; or
15.4.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the Danti IPR available for the benefit of third parties.
15.5 Your Materials means the materials you provide or make available to us (or which may be provided or made available on your behalf) in connection with our Services or otherwise the use of Danti Pro Cloud and/or Danti Pro App. This is usually limited to name, login details, and business contact details as well as optional information which you may provide within Danti Pro Cloud and/or Danti Pro App. You grant to us and our Affiliates a worldwide, royalty-free, transferable, non-exclusive right and licence, to:
15.5.1 use, copy, host, store, display, modify, adapt and reproduce Your Materials and develop derivative works for the purposes of providing Danti Pro Cloud and/or Danti Pro App and the Services or otherwise to exercise our rights, remedies and obligations under our Agreement; and
15.5.2 where necessary, sub-licence (or otherwise make available) Your Materials to any subcontractors used by us, but only as required for the provision of Danti Pro Cloud and/or Danti Pro App and/or Services.
15.6 You will:
15.6.1 obtain and maintain all necessary licences and consents required for us and you to use Your Materials; and
15.6.2 be solely responsible for the population, accuracy, completeness, creation and updating of all Your Materials and Customer Data in the use of Danti Pro Cloud and/or Danti Pro App.
15.7You warrant, undertake and represent to us that:
15.7.1 all licences and consents have been and shall be obtained and maintained in respect of Your Materials and Customer Data while we have a need to use them for the purposes of our Agreement; and
15.7.2 Your Materials, Customer Data and any other material provided by you to us, shall not infringe the rights of any third party (including any Intellectual Property Rights).
15.8 We may use any feedback and suggestions for improvement relating to Danti Pro Cloud, Danti Pro App and/or the Services and/or provided by you without charge or limitation (Feedback). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the Feedback is first provided to us.
15.9 Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and Danti Pro Cloud and/or Danti Pro App (including in the Documentation, Code and all Danti Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.
16. INTELLECTUAL PROPERTY RIGHTS PROTECTION FROM US
16.1 Subject to clauses 16.2, 16.3 and 16.4, we will defend you from any damages awarded against you by a court of competent jurisdiction or agreed upon in settlement by us as a result of or in connection with any Infringement Claim.
16.2 Clause 16.1 is contingent on you:
16.2.1 providing us with prompt written notice of the Infringement Claim;
16.2.2 permitting us to fully control the defence and settlement of the Infringement Claim;
16.2.3 refraining from entering into any settlement or compromise of any such Infringement Claim without our written agreement;
16.2.4 providing us with reasonable information and assistance for the defence or settlement of the Infringement Claim; and
16.2.5 using all commercially reasonable endeavours to mitigate any loss, damage or costs related to the Infringement Claim.
16.3 In the event that a court holds, or if we believe a court may hold, that Danti Pro Cloud and/or Danti Pro App (or any part of it) infringes any third party Intellectual Property Right, we may, at our option:
16.3.1 modify the infringing parts of Danti Pro Cloud and/or Danti Pro App so that they cease to be infringing without loss of substantial functionality;
16.3.2 replace infringing parts of Danti Pro Cloud and/or Danti Pro App with non-infringing parts;
16.3.3 procure for you the right to continue using the infringing parts of Danti Pro Cloud and/or Danti Pro App; or
16.3.4 if in our opinion none of the possibilities set out above are commercially feasible: (a) terminate your rights to use Danti Pro Cloud and/or Danti Pro App (or the relevant infringing parts); and (b) reimburse to you any: (i) proportion of Charges paid during the 3 months period preceding the date of the Infringement Claim for the use of the infringing parts of Danti Pro Cloud and/or Danti Pro App; and (ii) Charges paid in advance in respect of the period following termination on a pro-rated basis.
16.4 Clause 16.1 shall not apply where the Infringement Claim results from:
16.4.1 use of Danti Pro Cloud and/or Danti Pro App otherwise than in accordance with our Agreement;
16.4.2 modifications to Danti Pro Cloud, Danti Pro App, Code or the Danti Materials other than by us;
16.4.3 Your Materials; or
16.4.4 any breach of our Agreement by you.
16.5 This clause 16 is your exclusive remedy and our entire liability in respect of any Infringement Claim.
17. CUSTOMER SYSTEMS AND CUSTOMER DATA
17.117.1 Customer Data shall at all times remain the property of you or your licensors.
17.217.2 Except to the extent we have direct obligations under data protection laws, you acknowledges that we have no control over any Customer Data hosted as part of the provision of Danti Pro Cloud and/or Danti Pro App and may not actively monitor or have access to the content of the Customer Data. You will ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with Danti Pro Cloud and/or Danti Pro App) complies with all Applicable Laws and Intellectual Property Rights.
17.317.3 If we become aware of any allegation that any Customer Data may not comply with acceptable use provisions or any other part of our Agreement we shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from Danti Pro Cloud and/or Danti Pro App and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult you). Where reasonably practicable and lawful we shall notify you before taking such action.
17.417.4 Except as otherwise expressly agreed in our Agreement, we shall not be obliged to provide you with any assistance extracting, transferring or recovering any data whether during or after the Term. You acknowledges and agree that you are responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of your business. You shall, without limitation, ensure that you back up (or procure the back up of) all Customer Data regularly (in accordance with your Authorised User’s needs) and extracts it from Danti Pro Cloud and/or Danti Pro App prior to the termination or expiry of our Agreement or the cessation or suspension of Danti Pro Cloud and/or Danti Pro App.
17.517.5 We routinely undertake regular backups of Danti Pro Cloud and Danti Pro App (which may include Customer Data) for our own business continuity purposes. You acknowledge that such steps do not in any way make us responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, we shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
17.617.6 Unless otherwise set out in the Order, or subsequently agreed by the parties in writing, you hereby instruct that we shall within 60 days of the end of the provision of Danti Pro Cloud and/or Danti Pro App, securely dispose of such Customer Data processed in relation to Danti Pro Cloud and/or Danti Pro App which have ended (and all existing copies of it) except to the extent that any Applicable Laws require us to store such Customer Data. We shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with our Agreement.
18. DATA PROTECTION
18.1 The terms Authorised Sub-Processors, Data Subject, Personal Data, Controller, Processor, Process, and Personal Data Breach shall each have the meaning given to them in the Data Protection Laws.
18.2 You agree to comply and will make sure your Authorised Users comply at all times with Data Protection Laws in connection with your use of Danti Pro Cloud and/or Danti Pro App and the use of any information you obtain in Danti Pro Cloud and/or Danti Pro App.
18.3 You warrant that you have provided each Authorised User with access to our Privacy Policy prior to their use of Danti Pro Cloud and/or Danti Pro App.
18.4 You agree to indemnify and keep us indemnified in respect of all Losses suffered or incurred by, awarded against or agreed to be paid by, us arising from or in in connection any failure by you to comply with Data Protection Laws and/or this clause 17.
18.5 Where Danti is a data controller of any Personal Data provided by you pursuant to your (and each Authorised User’s) access to and use of Danti Pro Cloud and/or Danti Pro App, our Privacy Policy applies to our processing of that Personal Data.
18.6 To the extent we Process any Personal Data on your behalf as a Processor, the following shall apply:
18.6.1 process Personal Data only on your documented instructions set out in our Agreement or which are otherwise given to us in writing;
18.6.2 ensure our personnel are subject to a contractual duty of confidentiality;
18.6.3 implement appropriate technical and organisational measures to safeguard Personal Data in a way which is appropriate to the risk posed by our Processing activities;
18.6.4 only use Authorised Sub-Processors to Process Personal Data, which you hereby consent to the use of. We shall give you a reasonable opportunity to reject any new sub-processors added throughout the Term. We remain liable for the acts and omissions of our Authorised Sub-Processors;
18.6.5 notify you of any Personal Data breach without undue delay;
18.6.6 assist you, at your cost, in complying with your obligations under Articles 32-36 UK GDPR and in responding to any data subject requests;
18.6.7 provide you with reasonable information to demonstrate compliance with this clause 17 and otherwise allow a reasonable right of audit with respect to demonstrating compliance with this clause 17; and
18.6.8 delete or return Personal Data (at your election) upon termination of this Agreement.
19. KEEPING THINGS CONFIDENTIAL
19.1 We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:
19.1.1 to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information; or
19.1.2 because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.
19.2 The party receiving the Confidential Information in accordance with clause 19.1 will ensure that the people it discloses the information to in accordance with clause 19.1 comply with this clause 19.
19.3 Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 19.
19.4 This clause 19 will continue without limitation of time.
20. ANTI-BRIBERY
20.1 The expressions adequate procedures and associated with shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.
20.2 Each of us will comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
20.2.1 all of that party’s personnel;
20.2.2 all of that party’s personnel;
20.2.3 20.2.3 all of that party’s sub-contractors;
involved in performing our Agreement also comply.
20.3 Without limiting clause 20.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
20.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 20.
21. RESTRICTING OR SUSPENDING A SERVICE
21.1 We may restrict or suspend any Service and/or your access to Danti Pro Cloud and/or Danti Pro App if:
21.1.1 you do not pay us any sums under our Agreement on time and in the way described in clause 14;
21.1.2 if we need to do Maintenance; or
21.1.3 if we need to or reasonably believe we need to in order to protect the integrity or security of our Network, Danti Pro Cloud and/or Danti Pro App or any of the Services.
21.2 If we decide to restrict or suspend any Service and/or your access to Danti Pro Cloud and/or Danti Pro App for any of the reasons in clause 21.1, we will let you know as soon as we reasonably can.
22. TERMINATING OUR AGREEMENT WHEN SOMETHING GOES WRONG
22.1 Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice if:
22.1.1 the other party materially breaches our Agreement and such breach cannot be remedied;
22.1.2 the other party materially breaches our Agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice; or
22.1.3 the other party suffers an Insolvency Event.
22.2 We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement on due date for payment.
23. WHAT HAPPENS WHEN OUR AGREEMENT IS TERMINATED
23.1 On termination of our Agreement for any reason:
23.1.1 your right (and each Authorised User’s right) to access to Danti Pro Cloud and/or Danti Pro App (including the Danti Materials) will cease immediately;
23.1.2 you will delete Danti Pro App from all Devices and not export the data within Danti Pro App in whole or in part to your own IT environment and/or systems;
23.1.3 it will not affect any rights that either of us have up to that point;
23.1.4 you shall immediately pay us all our outstanding invoices;
23.1.5 we will invoice you for all access to Danti Pro Cloud and/or Danti Pro App and Services performed but not yet invoiced and payment for such invoices shall be due immediately on receipt by you;
23.1.6 each of us will return or destroy any of the other’s Confidential Information within a reasonable time (except for any Confidential Information which is necessary for a party to keep in order to comply with Applicable Law); and
23.1.7 any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.
24. DISPUTE RESOLUTION
24.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.
24.2 We will both use the following dispute resolution process:
24.2.1 whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
24.2.2 we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days; and
24.2.3 if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).
24.3 Nothing in clauses 24.1 or 24.2 stops either of us:
24.3.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
24.3.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
24.3.3 doing anything else our Agreement lets us do.
25. HOW FAR WE EACH ARE RESPONSIBLE
25.1Nothing in our Agreement excludes or limits the liability of either of us for:
25.1.1 death or personal injury caused by either of us being negligent;
25.1.2 fraud or fraudulent misrepresentation; or
25.1.3 any other liability that cannot be excluded or limited by Applicable Law.
25.2 Subject to clause 25.1, we will be not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any liability to third parties unless a clause in our Agreement says something different; or any special, indirect or consequential loss or damage.
25.3 Subject to clauses 25.1 and 25.2, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to:
25.3.1 where the first incident occurs in the first 12 months of our Agreement, the Charges that were paid by you for the first 12 months from the Effective Date; and
25.3.2 where the first incident occurs at any other time, the mean of the monthly Charges that were paid by you from the Effective Date to the date when the first incident occurred, multiplied by 12.
25.4 To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
25.5 No claim under our Agreement may be brought against us more than 12 months after you discovered the basis for the claim.
25.6 We exclude from our Agreement, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.
25.7 This clause 25 shall survive the termination or expiry of our Agreement.
26. THINGS OUTSIDE OUR CONTROL
26.1 If we are affected by a Force Majeure Event we will:
26.1.1 not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
26.1.2 have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.
27. NOTICES
27.1 If one of us needs to give the other notice, they will do it in writing, in English and:
27.1.1 send it by email, in the case of notices from us to you only;
27.1.2 deliver it by hand; or
27.1.3 send it by first class post, recorded delivery or courier.
27.2
27.2.1 us, at the postal address shown on our invoice or any other address that we tell you to send notices to; or
27.2.2 you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.
27.3
27.3.1 of transmission, if it is an email;
27.3.2 the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
27.3.3 two days after posting, if it is sent by first-class post or recorded delivery.
28. OTHER GENERAL TERMS
28.1We may:
28.1.1 assign the benefit of our Agreement to another entity or person by notifying you in writing;
28.1.2 novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement; and
28.1.3 subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.
28.2 The Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.
28.3 Danti Pro Terms, the Order, any Special Terms and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.
28.4 Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any its terms.
28.5 Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.
28.6 If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.
28.7 You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose.
28.8 If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.
28.9 The laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.
28.10 We both agree the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship.
DEFINED TERMS
This document contains definitions which are written with a capital letter. These definitions have the following meanings:
Affiliate means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity.
Agreement means the agreement between you and us for the supply and provision of access to Danti Pro Cloud and/or Danti Pro App and the supply of Services incorporating these Danti Pro Terms, the Order, any Special Terms and any other documents referred to in any of them.
Applicable Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service and/or Danti Pro Cloud and/or Danti Pro App.
Code means the source code for Danti Pro Cloud and/or Danti Pro App (or any relevant part of it).
App Provider has the meaning set out in clause 12.5.3.
Authorised Users means any employees, agents or independent contractors authorised by you to use Danti Pro Cloud and/or Danti Pro App in accordance with the terms of our Agreement.
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.
Charges means the fees and charges that you pay us for access and use of Danti Pro Cloud and/or Danti Pro App and supply of the Services.
Confidential Information means any information that is confidential in nature concerning one of us or our Affiliates including, details of either of our businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies, no matter how it is recorded, stored or disclosed. It does not include:
(a) information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality;
(b) information that was already available to the one of us receiving the information on a non-confidential basis; or
(c) information we both agree in writing is not Confidential Information.
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.
Customer Contact Customer Contact.
Customer Data means all data (in any form) that is provided to us or uploaded or hosted on any part of Danti Pro Cloud or Danti Pro App by you or by any Authorised User (but excluding Feedback as defined in clause 15.8).
Customer System means all software and systems used by or on behalf of the Customer, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt of Danti Pro Cloud, Danti Pro App or any of the Services or that link, inter-operate or interface with or utilise with the foregoing (in each case whether directly or indirectly).
Danti IPR has the meaning given to that term in clause 15.1.
Danti Materials means all of the Materials provided or made available by us or on our behalf (including contact information and other details on asset management professionals made available to Authorised Users in Danti Pro Cloud and/or Danti Pro App).
Danti Pro Cloud means our cloud based software platform that provides a data dashboard service for wealth management.
Danti Pro App means our app that provides a data dashboard service for wealth management.
Danti Pro Terms means our terms and conditions of supply set out in this document.
Data Protection Laws means any privacy and data protection laws which apply to either party or the services provided by the Supplier to the Customer, including without limitation:
(a) the Data Protection Act 2018;
(b) the UK GDPR;
(c) the Privacy and Electronic Communications Regulations 2003
(d) any laws which implement any such laws; and
(e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Device means the device that you or any Authorised User use to download and/or use Danti Pro App on.
Documentation means the description of Danti Pro Cloud and/or Danti Pro App (as applicable) and the relevant instructions as to how to use Danti Pro Cloud and/or Danti Pro App (as applicable) made available by us to you (as updated by us from time to time).
Effective Date means the date we accept your Order as determined in accordance with clause 2.3 and documented in the Order.
Feedback has the meaning given to that term in clause 15.8.
Force Majeure Event means an event or sequence of events beyond our reasonable control.
Incident means an unplanned interruption to, or a reduction in the quality of, the performance of Danti Pro Cloud and/or Danti Pro App except where any of the following events have occurred:
(a) incorrect operation or use of Danti Pro Cloud and/or Danti Pro App by you or any Authorised User including any failure to follow the Documentation, failure to meet minimum Device specifications or failure to use Danti Pro Cloud and/or Danti Pro App on a supported operating system;
(b) use of any part of Danti Pro Cloud and/or Danti Pro App other than for the purposes for which it is intended;
(c) any act by any third party;
(d) any modification of Danti Pro Cloud and/or Danti Pro App (other than that undertaken by us or at our direction);
(e) any breach of our Agreement by you; or
(f) any planned maintenance by us.
Infringement Claim means any action brought against you by a third party (but not your Affiliates) alleging that the proper and authorised possession and use of Danti Pro Cloud and/or Danti Pro App by you in accordance with the terms of our Agreement is a direct infringement of Intellectual Property Rights (except patent rights) of a third party in the United Kingdom.
Initial Term means, unless we agree something different in the Order, a period of 12 months.
Insolvency Event means if a party:
(a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
(c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(e) has a resolution passed for its winding up;
(f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
(g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced; or
(h) has a freezing order made against it.
Intellectual Property Rights means any trade mark, service mark, trade and business name, patent, copyright (including software), database right, design right, registered design, right in confidential information, internet domain name, moral right and know-how, or any similar right in any part of the world and any applications for registering any of these rights that can be registered in any part of the world are also included.
Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.
Maintenance means any work on our Network or Danti Pro Cloud or Danti Pro App, including to maintain, repair or improve the performance of our Network or Danti Pro Cloud or Danti Pro App.
Materials means all data, information, content, Intellectual Property Rights, software and other materials.
Network means any part of a communications network used by us to provide any part of Danti Pro Cloud and/or Danti Pro App.
Notice Period means, unless we agree something different in the Order, a period of 30 days.
Order means the electric or physical document ordering Danti Pro Cloud and/or Danti Pro App entered by you and us, incorporating our Agreement.
Permitted Purpose: means use of Danti Pro Cloud and/or Danti Pro App by you for your internal business operations in accordance with the Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of Danti Pro Cloud and/or Danti Pro App;
(b) permitting any use of Danti Pro Cloud and/or Danti Pro App in any manner by any third party without our written consent beforehand;
(c) combining, merging or otherwise permitting Danti Pro Cloud and/or Danti Pro App (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile Danti Pro Cloud and/or Danti Pro App (or any part),
except as expressly permitted under our Agreement.
Privacy Policy means our privacy policy (as updated by us from time to time), which as at Effective Date is the latest version available at www.danti.io/privacy-policy/
Personal Data has the meaning given to that term in the Data Protection Laws.
Purchased Authorised User Accounts means the number of Authorised Users who may use Danti Pro Cloud and/or Danti Pro App as set out in the Order.
Releases has the meaning set out in clause 12.4.
Relief Event means:
(a) any breach of our Agreement by you; or
(b) any Force Majeure.
Renewal Term means, unless we agree something different in the Order, a period of 12 months.
Representatives means employees, officers, representatives or advisers.
Services means any services that we provide to you which are incidental to the provision of Danti Pro Cloud or Danti Pro App.
Special Terms means any variations to these Danti Pro Terms and/or additional and/or specific terms agreed between us in the Order.
Support Services means, in respect of Danti Pro Cloud and/or Danti Pro App, the support services provided by us to you as described in the Order.
Term means the Initial Term and each Renewal Term.
UK GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).
Update has the meaning given in clause 11.2.
Update Notification has the meaning given in clause 11.1.
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the provision of access to Danti Pro Cloud and/or Danti Pro App and/or the supply of the Services.
we, us and our means Danti Global Limited of 105 Seven Sisters Road, London, N7 7QR, registered in England and Wales with company number 14433657, except where it is clear from the context that references to “we” or “our” means both of us.
Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law.
youand your means the person identified as the customer in the Order.
Your Materials has the meaning given to it in paragraph 15.5 above.
