SaaS Terms

(a) use each Subscribed Service during Service Hours; and

(b) copy and use the Documentation as strictly necessary for its use by Authorised Users of the Subscribed Services, within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.

2.2 The Customer acknowledges that access to the Subscribed Services may take up to two 2 Business Days from Order Acceptance to initially set up and that use of the Subscribed Services is at all times subject to the Customer’s compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements set out in the Documentation).2.3 The Customer acknowledges that the Services do not include:

(a) any services, systems or equipment required to access the internet (and that the Customer is 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 it in connection with use of the Services);

(b) dedicated data back up or disaster recovery facilities (and the Customer should ensure it at all times maintains backups of all Customer Data).

2.4 The Customer will not

(a) copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of any Subscribed Service or Documentation;

(b) permit any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorised Affiliates for the Permitted Purpose));

(c) combine, merge or otherwise permit any Subscribed Service (or any part of it or any Application) 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) attempt to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part); or (e) use the Service or Application to store or transmit Viruses, infringing materials, libellous or otherwise unlawful material, or such other material that violates any third party’s rights.

3.1 The Customer shall ensure that only Authorised Users use the Subscribed Services and that such use is at all times in accordance with our Agreement. The Customer shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer or the Authorised Affiliates.

3.2 The Customer shall keep a list of all Authorised Users and shall notify Digital Barriers within two 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, Digital Barriers shall 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.

3.3 The Customer shall:

(a) be liable for the acts and omissions of the Authorised Users and the Authorised Affiliates as if they were its own;

(b) only provide Authorised Users with access to the Services via the access method provided by Digital Barriers and shall not provide access to (or permit access by) anyone other than an Authorised User; and

(c) procure that each Authorised User (and each Authorised Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Customer under our Agreement, including all obligations and restrictions relating to the Confidential Information of Digital Barriers.

3.4 The Customer warrants and represents that it, and all Authorised Users and all others acting on its or their behalf (including systems administrators), shall keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer and its Authorised Affiliate’s organisation as necessary for use of the Service) their password or access details for any Subscribed Service.

3.5 The Customer shall (and shall ensure all Authorised Affiliates and Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of our Agreement.

3.6 If any password has been provided to an individual that is not an Authorised User, the Customer shall, without delay, disable any such passwords and notify Digital Barriers immediately.

3.7 The Customer shall comply (and shall ensure all Authorised Affiliates and Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, 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, the Services, the Customer Data or the Documentation (or any part) to, or access or use 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, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. Without prejudice to the obligations of Digital Barriers under the Data Protection Addendum, the Customer shall be solely responsible for ensuring its access, importation and use of the Services, the Customer Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.

3.8 Clauses 3.3 to 3.7 (inclusive) shall survive termination or expiry of our Agreement.

4.2 Digital Barriers shall use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

6.2 Except to the extent Digital Barriers has direct obligations under data protection laws, the Customer acknowledges that Digital Barriers has no control over any Customer Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.

6.3 If Digital Barriers becomes aware of any allegation that any Customer Data may not comply with the Acceptable Use Policy or any other part of our Agreement Digital Barriers 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 the Services and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Digital Barriers shall notify the Customer before taking such action.

6.4 Except as otherwise expressly agreed in our Agreement, Digital Barriers shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any data whether during or after the Service Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of the Customer’s and Authorised Affiliates’ businesses. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all Customer Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of our Agreement or the cessation or suspension of any of the Services.

6.5 Digital Barriers routinely undertakes regular backups of the Subscribed Services (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Digital Barriers responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Digital Barriers 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.

6.6 Unless otherwise set out in the Order Form or subsequently agreed by the parties in writing, the Customer hereby instructs that Digital Barriers shall within 30 days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Customer Data securely dispose of such Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) requires Digital Barriers to store such Customer Data. Digital Barriers 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. Digital Barriers shall be entitled to its charge the Customer for its reasonable expenses incurred in the provision of the data under this clause.

(a) Digital Barriers suspects that there has been any misuse of the Services or breach of our Agreement;

(b) the Customer fails to pay any sums due to Digital Barriers by the due date for payment, and Digital Barriers have provided ten (10) days notice prior to suspension; or

(c) required by law, by court or governmental or regulatory order.

7.2 Where the reason for the suspension is suspected misuse of the Services or breach of our Agreement, without prejudice to the right of Digital Barriers to terminate under the General Terms, Digital Barriers will take steps to investigate the issue and may restore or continue to suspend access at its discretion.

7.3 In relation to suspensions under clause 7.1(b), access to the Services will be restored promptly after Digital Barriers receives payment in full and cleared funds.

7.4 Fees shall remain payable during any period of suspension notwithstanding that the Customer, Authorised Affiliates or some or all of the Authorised Users may not have access to the Services.