GLEAN COMMERCIAL AGREEMENT
This Glean Commercial Agreement (Agreement), together with the Accepted Quotation, is a legal agreement between Sonocent Limited of 4 The Boulevard, Leeds Dock, Leeds, West Yorkshire, LS10 1PZ, United Kingdom (Supplier) and the customer named in the Accepted Quotation (Customer) (together “the parties”) for the software application and platform, Glean, which the Supplier makes available to the Customer via the internet.
a) The Supplier has developed a software application which it makes available via the internet on a free trial or subscription basis for the purpose of allowing End Users within a Customer organisation to make recordings of inter alia, lectures, seminars and tutorials (the “Services”).
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.
d) As part of this Agreement the Supplier will provide Support to the Customer in relation to the Services on the basis set out in Schedule 1.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Accepted Quotation: the Supplier’s quotation which has been accepted either in writing by the customer or by the conduct of the Customer.
Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.
Customer Personal Data: the Personal Data of the Customer provided by the Customer to the Supplier.
Data Controller: has the meaning set out in the Data Protection Legislation.
Data Processor: has the meaning set out in the Data Protection Legislation.
Data Protection Legislation: shall mean the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
End User: those users who the Customer has authorised to use and access the Services from time to time.
End User Personal Data: the Personal Data of the End User provided by the Customer to the Supplier.
Events: audio recordings and electronic notes, slides and other media created by an End User and stored in the Services.
Fixed Subscription: shall commence on the Start Date and shall continue for the period stated in the Accepted Quotation and at the end of such period shall terminate, unless terminated earlier in accordance with this Agreement.
Glean Admin: the Glean administration portal for overseeing and managing End User access to the Services on behalf of the Customer, accessible at admin.glean.co.
Increase Date: the commencement date of the additional Seats detailed in the Accepted Quotation.
Initial Subscription Term: the period of the initial subscription term set out in the Accepted Quotation, commencing on the Start Date and including the period of any Trial.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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.
Organisation Glean Administrator: an employee of the Customer assigned to the Customer’s account whose primary use of the Services is to administer access to the Services to the End Users on the Customer’s behalf.
Normal Business Hours: means 09:00 – 17:30 GMT Monday to Friday only, excluding bank holidays.
Personal Data: has the meaning set out in the Data Protection Legislation.
Personal Data Breach: has the meaning set out in the Data Protection Legislation.
Seat: a seat granting the right for an End User to use the Services in the Subscription either purchased or trialled by the Customer.
Service Agreement: the Supplier’s terms upon which an End User may use the Services.
Software: the online software applications provided by the Supplier as part of the Services.
Start Date: the date from which the Subscription Term starts specified in the Accepted Quotation. The Start Date may be the same as or later than the Effective Date of this Agreement.
Subscription: the subscriptions either purchased pursuant to clause 7.1 or trialled by the Customer which entitle End Users to access and use the Services in accordance with this Agreement.
Subscription Fees: means the subscription fees payable by the Customer for the Subscription, as set out in the Accepted Quotation. Subscription Term: has the meaning given in clause 15.1 (being either the Fixed Subscription or the Initial Subscription Term together with any subsequent Renewal Periods as detailed in the Accepted Quotation).
Support: technical support for the Services as set out in clause 6.1.
Trial: a limited time trial version of the Services as set out in the Accepted Quotation.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018; the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: 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 rearranging, 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.
1.2 Holding company and subsidiarymean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in subsections 1159(1) a) and c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.4 Unless the context otherwise requires:
a) words in the singular shall include the plural and in the plural shall include the singular;
b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
c) a reference to one gender shall include a reference to the other genders; and
d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules, the provision in the body of this Agreement shall take precedence.
1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.7 References to clauses are to clauses in this Agreement and references to paragraphs are to paragraphs of the Schedules.
1.8 The Schedules and the Accepted Quotation are part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and the Accepted Quotation.
2.1 Subject to the Customer purchasing the Subscription in accordance with clause 3.3 and clause 7.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the End Users to use the Services during the Subscription Term solely for the purposes stated in the Agreement.
2.2 In relation to the End Users, the Customer undertakes that:
a) the maximum number of End Users that it authorises to access and use the Services shall not exceed the number of Seats it has purchased;
b) it will not allow or suffer any Seat to be used by more than one individual End User unless it has been reassigned in its entirety to another individual End User, in which case the prior End User shall no longer have any right to access or use the Services;
c) each End User will be invited to use the Services by the Organisation Glean Administrator, who will send an email enabling the End User to complete their Glean Service account and create a strong password for his/her use of the Services; and
d) it shall assist the Supplier in preventing an End User’s access to the Services where there has been a misuse of the Services by such End User in the reasonable opinion of the Supplier. In such circumstances the Supplier shall conduct an investigation, with the Customer’s full co-operation, and advise either the End User or the Organisation Glean Administrator or both of the remediation steps which need to be taken prior to access to the Services being reestablished.
2.3 The Customer acknowledges and agrees that the Customer is responsible for any misuse of the Services or breach of this Agreement by any End User.
2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.5 The Customer shall not:
a) 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:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Services in order to build a product or service which competes with the Services; or
c) use the Services to provide services to third parties; or
d) subject to clause 18, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the End Users, or
e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or
f) introduce or permit the introduction of, any Virus into the Supplier's network and information systems.
2.6 The Customer 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 the Supplier.
2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.8 If the Customer is using the Services as a Trial, the Customer’s installation and use of the Services shall be subject to the same terms of this Agreement for the applicable term of the Trial and any subsequent Subscription Term. The following additional terms shall apply to the Customer if the Customer has purchased or is using the Services as a Trial. Notwithstanding any provision to the contrary in this Agreement, this Agreement shall terminate if notice of termination is given in writing by the Customer to the Supplier prior to the expiration of the Trial, or if there is no Accepted Quotation which contains Subscription Fees prior to the expiration of the Trial (each, “Termination of Trial”). Otherwise, this Agreement shall automatically continue in effect according to its terms for the balance of the Subscription Term set forth in the Accepted Quotation (seamlessly, without any gap between the period of the Trial and the Subscription Term as long as there is an Accepted Quotation which contains Subscription Fees received by the Supplier from the Customer prior to the expiration of the Trial). Upon any termination of the Trial, the terms of clause 15 of this Agreement shall apply.
3. ADDITIONAL SUBSCRIPTIONS
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Seats in excess of the number set out in the Accepted Quotation and the Supplier shall grant access to the Services to such additional End Users in accordance with the provisions of this Agreement.
3.2 If the Customer wishes to purchase additional Seats, the Customer shall notify the Supplier in writing to firstname.lastname@example.org together with the Increase Date. The Supplier shall evaluate such request for additional Seats and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall require not fewer than 5 working days to activate the additional Seats and shall notify Customer of the relevant fees for such additional Seats in writing.
3.3 If the Supplier approves the Customer's request to purchase additional Seats, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional Seats as advised by Supplier in accordance with clause 3.2 of this Agreement and, if such additional Seats are purchased by the Customer part way through the Fixed Subscription or the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be prorated from the Increase Date by the Supplier for the remainder of the Fixed Subscription or the Initial Subscription Term or then current Renewal Period (as applicable).
4. GLEAN ADMIN
4.1 Glean Admin is available to a Customer with a Subscription and is provided on the terms of this Agreement for the Subscription Term.
4.2 The Customer shall use Glean Admin to ensure that the number of Seats assigned to End Users does not at any time exceed the number of Seats available to the Customer.
4.3 The Customer shall be responsible for ensuring access to Glean Admin is restricted to relevant, authorised and current personnel of the Customer.
4.4 The Supplier reserves the right to suspend or terminate the Customer’s access to the Services if the Supplier identifies misuse of the Customer’s Organisation Glean Administrator. In the event that the Supplier identifies misuse of the Customer’s Organisation Glean Administrator, the Supplier shall contact the Customer directly using the email address detailed in clause 26.
4.5 The Customer’s Organisation Glean Administrator shall not count as a “Seat” for the purposes of the Customer’s purchased Seat allotment.
4.6 Glean Admin will hold and display certain Personal Data of End Users in accordance with clause 9 for the purpose of managing their Seats and using the Services, and the Customer will obtain consent from the End Users for the processing of their Personal Data for this purpose.
5.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
5.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
a) planned maintenance; and
b) unscheduled maintenance performed outside Normal Business Hours timed to limit disruption to End Users.
6.1 The Supplier will provide support to the Customer in relation to the Services on the basis set out in Schedule 1.
7. SUBSCRIPTION FEES
7.1 The Customer shall pay to the Supplier the Subscription Fees in accordance with this clause 7.
7.2 The Subscription Fees are payable in full in advance for the Fixed Subscription or the Initial Subscription Term or the Renewal Period (as relevant). The Supplier will invoice the Customer for the Subscription Fees upon receipt of an Accepted Quotation from the Customer and the invoice will set out the details of the agreed Subscription Term.
7.3 Any invoices raised by the Supplier shall be payable by the Customer within 30 calendar days of the date of the invoice into an account designated by the Supplier.
7.4 All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
7.5 If the Customer fails to make any payment due to the Supplier under this Agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 13, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.6 All amounts and fees stated or referred to in this agreement:
a) shall be payable in the relevant currency;
b) are, subject to clause 13.2, non-cancellable and non-refundable;
c) are exclusive of value added tax and any applicable sale taxes, which shall be added to the Supplier's invoice(s) at the appropriate rate.
7.7 The Supplier reserves the right to suspend an End User’s access if such usage exceeds the reasonable use of the Services. In the event a number of End Users’ usage of the Service (of the same Customer) exceeds the reasonable use of the Services, the Supplier may determine it necessary to place restrictions on the Customer’s access to the Services. The Supplier will notify the Customer as soon as practicable, once it is aware of such misuse of the Services and the parties will work in good faith to resolve the issues.
7.8 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional Seats purchased pursuant to clause 3.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer.
8. CONFIDENTIALITY AND PUBLICITY
8.1 Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
8.2 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9. DATA PROTECTION
9.1 The Customer is responsible for the legality, reliability, integrity, accuracy, and quality of all of the data inputted directly by it or its employees, into the Services (Your Data) that is not personal data. The ownership of Your Data prior to your use of the Services, will not change once Your Data is held or inputted into the Services.
9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
9.3 In providing the Services under this Agreement the Supplier will process Personal Data of the Customer in accordance with clause 9.4 and the End User in accordance with clause 9.5.
9.4 In relation to the processing of Customer Personal Data:
a) the parties acknowledge for the purpose of the Data Protection Legislation that the Customer is the Controller and the Supplier is the Processor; and
b) the Supplier will process the following Customer Personal Data:
(i) contact information of the Customer’s personnel including names, email addresses, job titles and contact telephone numbers;
(ii) other Personal Data of the Customer’s employees, consultants, workers, agents which may from time to time be provided to the Supplier; and
(iii) technical data and usage data relating solely to the Customer’s use of the Services, solely for the purpose of providing access to the Services and performing its obligations under this Agreement and providing any Support.
9.5 In relation to End User Personal Data:
a) the Supplier will be able to access the End User Personal Data (set out below) stored in the Services for the Subscription Term;
b) the parties acknowledge for the purpose of the Data Protection Legislation that the Customer is the Controller and the Supplier is the Processor in relation to such data; and
c) the Supplier will process the following End User Personal Data:
(i) End User name and email address;
(ii) organisation name;
(iii) any End User Personal Data contained in the notes section in Glean Admin;
(iv) data relating to the End User’s use of the Services,
for the purpose of providing access to the Services and performing its obligations under this Agreement and providing any Support. For the avoidance of doubt, the Supplier shall only process the End User Personal Data set out above for the purposes of this Agreement. Any Personal Data that is contained in Events shall be processed in accordance with the Service Agreement.
9.6 Customer Personal Data and End User Personal Data processed and stored by the Supplier for the purposes of supplying the Services to the Customer will be retained for a period of at least 12 months after the date of termination of this Agreement howsoever occurring, following such time, it shall be marked for deletion and destroyed no later than 18 months from the date of termination of this Agreement or returned in accordance with clause 9.9(g), unless required by Applicable Law to retain the Personal Data.
9.8 The Customer acknowledges the purpose for which the Services are being offered to the End Users and therefore it will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data of any data subject held within an Event, the Customer Personal Data, and End User Personal Data to the Supplier, for the duration and purposes of this Agreement.
9.9 Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:
a) process that Personal Data only on your written instructions unless we are required by law to process Personal Data (Applicable Laws);
b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). Further details on this can be found in the Supplier’s data security policy at https://legal.sonocent.com/data-security-policy;
c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
d) in relation to Customers based in Europe, not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
g) at the written direction of the Customer, delete or return Customer Personal Data and End User Personal Data where it has been provided directly by the Customer, which excludes the linked End User accounts and the End User Personal Data contained therein, and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the Personal Data; and
h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.
9.10 The Supplier shall follow its information security procedures for in relation to all Personal Data as set out in its Customer Data Security Policy available at https://legal.sonocent.com/data-security-policy.
9.11 The Customer consents to the Supplier appointing such third-party processors as are required to provide the Services. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 9 and which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.
10. SUPPLIER’S OBLIGATIONS
10.1 The Supplier undertakes that the Services will be performed with reasonable skill and care.
10.2 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.
10.3 The Supplier:
a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free; or
(ii) that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.4 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and services which are similar to those provided under this Agreement.
10.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
11. CUSTOMER’S OBLIGATIONS
11.1 The Customer shall:
a) provide the Supplier with:
i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to any data input by the Customer held in the Services, security access information and configuration services;
b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable as reasonably necessary;
d) ensure that the End Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any End User's breach of this Agreement;
e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time at https://glean.co/specification/;
g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
h) procure that the End Users comply with the terms of the Glean Service Agreement at all times; and
i) permit the Supplier to include the Customer’s name and /or branding in a list of the Supplier’s customers in any medium or in any link to the Supplier’s website and the Supplier may refer to the Customer, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.
12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
a) the Customer is given prompt notice of any such claim;
b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
c) the Customer is given sole authority to defend or settle the claim.
12.2 In the event that a third party (not including an Affiliate of the Customer) alleges that the Services infringe or misappropriate the Intellectual Property Rights of such party, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 business days' written notice to the Customer without any additional liability or obligation to pay damages or other additional costs to the Customer.
12.3 Clause 12.2 and clause 13.2 state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.
12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on: a) a modification of the Services by anyone other than the Supplier; or b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier or the terms of this Agreement or the Services Agreement; c) the Customer Personal Data or the End User Personal Data processed through the Services; or d) the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
13. LIMITS OF LIABILITY
13.1 The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 13.
13.2 Subject to clause 13.5, the Supplier’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to 100% of the amount of the Subscription Fees relating to the previous 12-month period of the Subscription Term, whether they be owing or paid.
13.3 Subject to clause 13.5, the Supplier shall not be liable for consequential, indirect or special losses.
13.4 Subject to clause 13.5, the Supplier shall not be liable for any of the following (whether direct or indirect):
a) loss of profit;
b) loss or corruption of data;
c) loss or corruption of software or systems;
d) loss or damage to equipment;
e) loss of use;
f) loss of production;
g) loss of contract;
h) loss of opportunity;
i) loss of savings, discount or rebate (whether actual or anticipated); and/or
j) harm to reputation or loss of goodwill.
13.5 Notwithstanding any other provision of this Agreement, the Supplier’s liability shall not be limited in any way in respect of the following:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; or
c) any other losses which cannot be excluded or limited by applicable law.
13.6 Except as expressly and specifically provided in this Agreement:
a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
c) the Services are provided to the Customer on an "as is" basis.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
14.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
15. TERM AND TERMINATION
15.1 This Agreement shall have effect on and from the Effective Date and shall, unless otherwise terminated as provided in clause 2.8 or this clause 15, either:
a) operate as a Fixed Subscription; or
b) continue for the Initial Subscription Term and, thereafter, be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(i) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(ii) otherwise terminated in accordance with the provisions of this Agreement.
The Fixed Subscription or the Initial Subscription Term together with any subsequent Renewal Periods, shall constitute the Subscription Term. The Accepted Quotation shall set out the Subscription Term agreed by the Parties.
15.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default after being notified in writing to make such payment;
b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period of time after being notified to do so;
c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1c) to clause 15.1(i) (inclusive);
k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
l) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
15.3 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15.4 On termination for any reason:
a) all rights granted to the Customer under this Agreement shall cease;
b) the Customer shall cease all activities authorised by this Agreement and stop using the Services;
c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Agreement;
d) the Customer will procure that its Organisation Glean Administrator has actioned or is ready to action the requirements set out in clause 12.3 of the Service Agreement in respect of the End Users, in the event of termination.
15.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement including clauses 1, 8, 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, 25, 26 and 27 shall remain in full force and effect.
16. WAIVER No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19. ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
19.2 Each party acknowledges that, in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (Representation) other than as expressly set out in this Agreement.
19.3 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
21.2 If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
23. THIRD-PARTY RIGHTS
23.1 The Supplier and its Affiliates may enforce the terms of this Agreement subject to and in accordance with this clause 23, this Agreement and the Contracts (Rights of Third Parties) Act 1999.
23.2 It is agreed that it is intended to confer a benefit on the Supplier and its Affiliates by making the exclusions and limitations of liability available to them in accordance with this Agreement.
23.3 Except as provided in clause 23.1 and clause 23.2, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
24. NO PARTNERSHIP OR AGENCY
24.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
25. FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues beyond a reasonable period of time, the party not affected may terminate this Agreement by giving written notice to the affected party.
26.1 Any notice given to a party under or in connection with this Agreement shall be wherever possible sent by e-mail to the appropriate e-mail address provided or confirmed by a party.
26.2 Any notice shall be deemed to have been received when sent by e-mail on receipt of a read receipt email from the correct address.
26.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
27. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and any dispute arising in relation to this Agreement shall be dealt with by the courts of England.
Schedule 1 Support
The Supplier will, as part of the Services, make available to the Customer its in-product support services which comprises a self-serve help centre available at help.glean.co. The Customer may also email email@example.com. Issues reported caused by factors that would preclude the warranty (or are outside of the warranty coverage) under the terms of Section 10 of the Agreement may be supported (or not) at the Supplier’s discretion and subject to payment of the Supplier’s then-current rates for non-standard support services.
The Customer has been allocated a Glean account manager, who is contactable during Normal Business Hours.
Version 1, published November 2021.
If you have any questions about these terms please email firstname.lastname@example.org. Please include your quotation number on the email.