Subscription terms and conditions.
Terms and Conditions
(1) CEMOS SOLUTIONS LIMITED incorporated and registered in England and Wales with company number 08737273 whose registered office is at The Plaza, 100 Old Hall Street, Liverpool L3 9QJ. (Supplier).
(2) You (Customer).
(A) The Supplier has developed a software application, a platform and event training programmes called Charity Training Zone and Get Event Fit which it wishes to make available to the Customer via the internet for the purpose of making it and parts of the platform available to end-users.
(B) The Customer wishes to use the Supplier's services in its business operations.
(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's services subject to the terms and conditions of this agreement.
the acceptable use policy set out at http://www.charitytrainingzone.com/acceptable-use-policy.html or such other website address as may utilised by the Supplier from time to time.
the object code of the application developed by the Supplier and, where relevant, customised for the Customer by the Supplier under the terms of this Agreement but excluding any Customer Content.
those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause 2.2.5.
Authorised User Subscriptions
the Authorised User subscriptions which entitle Authorised Users to access and use the Services in accordance with this agreement.
the back-up policy as may be notified to the Customer from time to time.
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7.
the Customer's account with the Supplier in respect of the Services.
the customisation of the Application, if any, as set out in Schedule 1.
all countries within the European Economic Area.
the date you completed the online form at CharityTrainingZone.com to request a free Charity Training Zone Get Event Fit charity account
any person the Customer permits access to use any Application.
the account held and maintained with the Customer by any End-User as a prerequisite to accessing and using the relevant Application on the Platform but excluding all authentication information provided in relation to any End User Account.
the End-User subscriptions purchased by the Customer pursuant to clause 9 (the number of which are set out in Schedule 1) which entitle End-Users to access and use the Application in accordance with the EULA.
the EULA set out at http://www.charitytrainingzone.com/end-user-license-agreement.html or such other website address as may utilised by the Supplier from time to time.
any laws, regulations or mandatory codes applied or enforced by any national or regional medical or healthcare regulatory body.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
9:00 a.m.to 5:00 p.m. local UK time, each Business Day.
any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or the Software, or with which the Services or the Software is compiled or to which it is linked.
the Supplier's infrastructure and cloud computing platform and runtime engine as utilised by the Supplier in providing the Services.
As set out in Schedule 1
Privacy and Security Policy
the privacy and security policy set out at http://www.charitytrainingzone.com/privacy-policy.html or such other website address as may be notified to the Customer from time to time.
a successive period of 12 months commencing on the day following expiry of the Initial Subscription Term.
the subscription services provided by the Supplier to the Customer (and indirectly access to the Application and the Platform to End-Users) under this agreement via GetEventFit.com/admin or any other website notified to the Customer by the Supplier from time to time, including:
the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in Schedule 1.
has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
the support to be provided to the Customer under clause 4.3.
Support Services Policy
the Supplier's policy for providing support in relation to the Services as made available at admin.getptfit.com/support/?source=web&url=packages or such other website address as may be notified to the Customer from time to time.
any thing 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); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
This agreement has been entered into on the Effective Date.
Schedule 1 - Pricing Plan Specific Definitions
Schedule 2 - Service Level Agreement
The Supplier shall use commercially reasonable endeavours to make the hosting of the Application on the Platform available with a monthly uptime percentage of at least 99.0% in any calendar month ("Availability Commitment”). The Availability Commitment does not apply to any unavailability, suspension or termination of the Services or any other performance issues: