Terms + Conditions of Sale

Part A: General Terms

The Terms and Conditions of Sale of CloudVPlus Holdings Ltd T/A Cloudview set forth below apply to any Contract between the Customer and CloudVPlus Holdings Ltd T/A Cloudiew, irrespective of whether such Contract is for the supply of Products or the performance of Services. Part A sets out the general terms applicable to the supply of Products and the performance of Services. The subsequent Parts B and C set out the specific terms applicable to the supply of Products and the performance of Services respectively. The subsequent Part D sets out the mandatory provisions required by Data Protection Legislation in respect of Cloudview’s processing of Personal Data on behalf of Customers.

A.1. DEFINITIONS

A.1.1.

In these General Terms the following definitions and rules of interpretation shall apply:

(a) “Bandwidth Limit” means the maximum data quantity uploaded and bandwidth consumed, as specified in the Quotation.

(b) “Business Days” means any day of the week which is not a Saturday, Sunday or any bank holiday in the United Kingdom.

(d) “Commencement Date” means the date of the Contract, as specified in clause A.2.2.

(e) “Commercial Risk and Security Site Audit” means the report, which is delivered as part of, or following the performance of, the Consultancy Services.

(f) “Confidential Information” means any information disclosed by one party to another under or in anticipation of any Contract which is confidential commercial, financial, marketing, technical information, know-how, trade secrets and/or other information in any form or medium whether disclosed orally or in writing before or after the Commencement Date, together with any reproductions of such information in any form or medium or any part(s) of this information (and "confidential" means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available).

(g) “Consultancy Services” means the consultancy services, as specified in the Quotation.

(h) “Consultancy Services Charge” means the price payable by the Customer to Cloudview for the performance of the Consultancy Services, as specified in the Quotation.

(i) “Contract” means any agreement between the parties for the supply of Product(s) or the performance of the Services based on an Order (and as may be confirmed in an Order Confirmation), which shall incorporate the Terms.

(j) “Customer” means XXX of XXXXXX (Company Registration Number XXX).

(k) “Deliverable(s)” means any item which is delivered as part of or following the performance of the Services as specified in the Contract including, in the case of the Consultancy Services, the Commercial Risk and Security Site Audit.

(l) “Equipment” means the hardware (including components) to be provided by Cloudview under the Contract, as specified in the Quotation which may include, as the context permits, Cloudview Edge Device, cameras, switches, power adapters, telecoms equipment, Satellite Dish, modem, router, cabling and enclosures.

(m) “Event” means any images, videos and/or other electronic transmissions.

(n) “Group” means in relation to any company that company and every other company which is for the time being a subsidiary or holding company or a subsidiary of any such holding company (and the terms “subsidiary” and “holding company” shall have the meanings given to them by section 1159 of the Companies Act 2006).

(o) “Initial Term” means the initial term of the Contract, as specified in the Quotation.

(p) “IPR” means patents, registered designs, trademarks and service marks (whether registered or not), domain names, copyright, database rights, moral rights, design right, and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semiconductor topographies, confidential information, business names, goodwill and the style of presentation of goods or services and in applications for protection of any of the above rights.

(q) “CloudVPlus Holdings Ltd T/A Cloudview Terms of Use” means the Cloudview Limited Terms of Use set out on www.Cloudview.co, as the same may be amended from time to time.

(r) “Cloudview Service” means www.Cloudview.co or any other site(s) notified by CloudVPlus Holdings Ltd T/A Cloudview to the Customer.

(s) “Cloudview Service Package” means the activation and data package supplied by CloudVPlus Holdings Ltd T/A Cloudview to the Customer for the use of the Cloudview Service, as specified in the Quotation.

(t) “Cloudview Service Package Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the Cloudview Service Package, as specified in the Quotation.

(u) “Cloudview” means CloudVPlus Holdings Ltd T/A Cloudview registered in England and Wales with company number 14714396 whose registered office is at Suite 70, Pure Offices, Port View, One Port Way, Port Solent, PO6 4TY.

(v) “Live View Activations” means the functionality within the Cloudview Service that delivers to the Customer a series of live images taken by the respective camera attached to the Cloudview Service.

(w) “Maintenance and Support Services” means the maintenance and support services, as specified in the Quotation.

(x) “Maintenance and Support Services Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the performance of the Maintenance and Support Services, as specified in the Quotation.

(y) “Modem/Router” means a satellite modem or 3G/ADSL Router to be supplied by CloudVPlus Holdings Ltd T/A Cloudview to the Customer as part of the Network Package.

(z) “Network Package” means the network package supplied by CloudVPlus Holdings Ltd T/A Cloudview to the Customer, as specified in the Quotation.

(aa) “Network Package Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the Network Package, as specified in the Quotation.

(bb) “Network Package Terms of Use” means the terms of use provided by the applicable communications provider, a copy of which is available from CloudVPlus Holdings Ltd T/A Cloudview upon request.

(cc) “One-Off Charges” means the Consultancy Services Charge, Pre-Configuration and Installation Services Charge and the Professional Services Charge, to the extent each is applicable.

(dd) “On-Site Materials” has the meaning given in clause C.5.1.

(ee) “Order” means the Customer’s order for the Products or Services pursuant to a Quotation.

(ff) “Order Confirmation” means a written or electronic acknowledgement which may be issued by CloudVPlus Holdings Ltd T/A Cloudview in response to an Order.

(gg) “Pre-Configuration and Installation Services” means the pre-configuration and installation services, as specified in the Quotation.

(hh) “Pre-Configuration and Installation Services Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the performance of the Pre-Configuration and Installation Services, as specified in the Contract.

(ii) “Product Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the supply of the Products, as specified in the Quotation.

(jj) “Products” means the Cloudview Service Package, the Network Package and, as the context permits, the Equipment (as applicable).

(kk) “Professional Services” means the professional services, as specified in the Quotation.

(ll) “Professional Services Charge” means the price payable by the Customer to CloudVPlus Holdings Ltd T/A Cloudview for the performance of the Professional Services, as specified in the Quotation.

(mm) “Quotation” means the quotation provided by CloudVPlus Holdings Ltd T/A Cloudview to the Customer specifying the Products and/or Services to be supplied and the applicable Charges.

(nn) “Recurring Charge” means the Cloudview Service Package Charge, the Network Package Charge and the Maintenance and Support Services Charge, to the extent each is applicable.

(oo) “Renewal Period” has the meaning given in clause A.12.1.

(pp) “Services” means the Consultancy Services, Pre-Configuration and Installation Services, Maintenance and Support Services, and/or Professional Services, to the extent each is applicable.

(qq) “Site” means the Customer’s premises for the delivery of the Products and/or performance of the Services, as specified in the Quotation.

(rr) “Site Usage” is calculated as the aggregate amount of video recorded, and watched using Live View, Video Usage, within defined periods of the contract for all Edge Devices connected at the Site, as specified in the Quotation. This is a maximum of 6 hours per day.

(ss) “Sub-Contractors” means any person whose services CloudVPlus Holdings Ltd T/A Cloudview engages or makes use of to perform the whole or any part of the supply of the Products and/or performance of the Services.

(tt) “Terms” means these Terms and Conditions of Sale of CloudVPlus Holdings Ltd T/A Cloudview comprising of Parts A, B and C.

(uu) “Trademarks” means all names, marks, logos, designs, trade dress and other brand designations whether registered or unregistered used in connection with the Products and/or Services.

A.1.2:

Capitalised words and expressions which are not defined in this clause have the meanings set out elsewhere in these Terms.

A.1.3:

The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of the Terms.

A.1.4

Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

A.1.5

The words "other" and "including" and the phrase "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible and the word “including” shall mean “including without limitation”.

A.1.6

References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

A.2. BASIS OF CONTRACT

A.2.1

The Order constitutes an offer by the Customer to purchase and/or license Products or Services in accordance with these Terms and the applicable Quotation.

A.2.2

The Order shall only be deemed to be accepted upon the earlier of CloudVPlus Holdings Ltd T/A Cloudview:

(a) issuing written acceptance of the Order; or

(b) commencing delivery of the Products and/or performance of the Services, at which point and on which date the Contract shall come into existence (Commencement Date)

A.2.3

Any samples, drawings, descriptive matter or advertising issued by CloudVPlus Holdings Ltd T/A Cloudview and any descriptions of the Products or illustrations or descriptions of the Services contained in CloudVPlus Holdings Ltd T/A Cloudview’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services described in them. They shall not form part of the Contract or have any contractual force.

A.2.4

These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, any conditions of purchase or any other standard conditions of Customer set forth in or referred to on the Order, correspondence, stationery or other trade forms are hereby expressly declared inapplicable to any Contract and notice of rejection to which is hereby given.

A.2.5

The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of CloudVPlus Holdings Ltd T/A Cloudview which is not set out in the Contract.

A.2.6

Any Quotation given by CloudVPlus Holdings Ltd T/A Cloudview shall not constitute an offer and is only valid for a period of thirty (30) days from its date of issue unless otherwise withdrawn or extended by Cloudview in writing.

A.2.7

No purported alteration or variation of these Terms shall be effective unless it is in writing, refers specifically to the Contract and is signed by duly authorised representatives of both parties.

A.2.8

In the event of any inconsistency between any clause in these Terms, the following order of precedence will apply (in descending order):

(a) the appropriate specific Part B or C (as the case may be) of these Terms

(b) the general Part A of these Terms

(d) the Order

A.3. CHARGES AND PAYMENT

A.3.1

The charges for the Products and Services are the Charges.

A.3.2

All Charges for Products and/or Services are based on delivery of the Products to, or performance of the Services at, the Site. All Charges are for delivery or performance in the United Kingdom unless otherwise specified in the Contract and are excluding V.A.T. and any other taxes and duties imposed. Where any taxable supply for VAT purposes is made under the Contract, the Customer shall, on receipt of a valid VAT invoice from CloudVPlus Holdings Ltd T/A Cloudview, pay to CloudVPlus Holdings Ltd T/A Cloudview such additional amounts in respect of VAT as are chargeable on the supply at the same time as payment is due for the supply of the Products and/or Services.

A.3.3

Unless otherwise agreed in writing, the Customer shall pay all invoices within thirty (30) days of the date of CloudVPlus Holdings Ltd T/A Cloudview’s invoice. All such payments shall be without any deduction or set off.

A.3.4

Unless otherwise agreed in writing, in respect of the One-Off Charges CloudVPlus Holdings Ltd T/A Cloudview shall invoice the Customer upon completion of the applicable Services or monthly in the event the duration of such Services exceeds one (1) month or as otherwise agreed in writing between the parties.

A.3.5

Unless otherwise agreed in writing, in respect of the Recurring Charges, CloudVPlus Holdings Ltd T/A Cloudview shall invoice the Customer annually in advance. The price to be charged will be as detailed in the Quotation as accepted by the Customer.

A.3.6

Without limiting any other right or remedy of CloudVPlus Holdings Ltd T/A Cloudview, if the Customer fails to make any undisputed payment due to Cloudview under the Contract by the due date for payment (Due Date), CloudVPlus Holdings Ltd T/A Cloudview shall have the right to:

(a) charge interest on the overdue amount at the rate of four per cent (4%) per annum above the Bank of England's base rate accruing daily from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly; and/or

(b) suspend delivery of any Products and/or performance of any Services due under the Contract which shall include suspension of any warranties and warranty obligations of CloudVPlus Holdings Ltd T/A Cloudview in relation to any Products and Services.

Where the Customer fairly and responsibly disputes any of the Charges invoiced to the Customer by CloudVPlus Holdings Ltd T/A Cloudview, both the Customer and CloudVPlus Holdings Ltd T/A Cloudview agree to resolve the dispute professionally and speedily. Upon the resolution of any such dispute, the Customer agrees to make payment for such resolved Charges forthwith.

A.3.7

The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against CloudVPlus Holdings Ltd T/A Cloudview to justify withholding payment of any such amount in whole or in part. CloudVPlus Holdings Ltd T/A Cloudview may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cloudview to the Customer.

A.3.8

CloudVPlus Holdings Ltd T/A Cloudview reserves the right to increase the Charges by giving the Customer written notice of such increase no later than 30 days before the end of the Initial Term or any Renewal Period. If such increase is not acceptable to the Customer, the Customer shall have the right to terminate the Contract by giving written notice to CloudVPlus Holdings Ltd T/A Cloudview no later than 7 days before the start of the applicable Renewal Period.

A.4. IPR OWNERSHIP

A.4.1

Each party shall retain its own pre-existing IPR. Nothing in any Contract or these Terms shall transfer or otherwise vest in the Customer any ownership in any IPR in the Products or Services, or any IPR of a third party.

A.5. CUSTOMER OBLIGATIONS

A.5.1

The Customer shall fulfil all applicable Customer obligations under a Contract, and acknowledges:

(a) that performance of a Contract by CloudVPlus Holdings Ltd T/A Cloudview is conditional upon the Customer's fulfilment of such obligations; and

(b) that Cloudview shall be entitled to charge the Customer for any additional services which CloudVPlus Holdings Ltd T/A Cloudview provides because of the Customer's failure to do so (the charges for such services being in accordance with CloudVPlus Holdings Ltd T/A Cloudview current time and materials rates)

A.5.2

The Customer will provide CloudVPlus Holdings Ltd T/A Cloudview with all necessary co-operation in relation to the Contract and all necessary access to such information as may be required, including safe and timely access to its Site and any other facilities reasonably required by CloudVPlus Holdings Ltd T/A Cloudview to perform the Services or otherwise perform its obligations under the Contract including the provision of computer equipment, remote access and adequate working space.

A.5.3

Without prejudice to the generality of the foregoing, the Customer shall be solely responsible for ensuring that its network and systems comply with the relevant specifications provided by CloudVPlus Holdings Ltd T/A Cloudview from time to time, including the provision of reliable internet access and adequate bandwidth for use of the Products and/or Services where such provision is not included in the Products and/or Services.

A.6. CHANGE CONTROL

A.6.1

If either party wishes to change the nature or scope of the Products and/or Services, it shall submit details of the requested change to the other party in writing.

A.6.2

If either party requests a change to the scope or execution of the Products and/or Services, CloudVPlus Holdings Ltd T/A Cloudview shall, within a reasonable time, provide a written estimate to the Customer of:

(a) the likely time required to implement the change

(b) any variations to the Charges arising from the change

(c) the likely effect of the change on any agreed timescales for delivery of the Products or performance of the Services; and

(d) any other impact of the change on the terms of the Contract

A.6.3

If CloudVPlus Holdings Ltd T/A Cloudview requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it provided that CloudVPlus Holdings Ltd T/A Cloudview shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and CloudVPlus Holdings Ltd T/A Cloudview shall notify the Customer in any such event.

A.6.4

If the Customer wishes CloudVPlus Holdings Ltd T/A Cloudview to proceed with the change, CloudVPlus Holdings Ltd T/A Cloudview has no obligation to do so unless and until the parties have agreed in writing the necessary variations to the Charges, any agreed timescales and any other relevant terms of the Contract to take account of the change.

A.7. WARRANTY

A.7.1

The express terms and conditions of the Contract shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. Cloudview does not warrant that the Products are fit for a particular purpose unless specifically stated to the contrary in the Contract.

A.8. LIABILITY

This clause A.8 sets out the entire liability of CloudVPlus Holdings Ltd T/A Cloudview (including any liability for the acts or omissions of its sub-contractors) in respect of any breach of a Contract and any representation, statement or tortious act or omission including negligence arising under or in connection with a Contract.

A.8.2

Cloudview shall ensure that its employees and sub-contractors, when attending at any of the Customer’s premises, conduct themselves appropriately and in accordance with current legislation relating to any of the activities they will be conducting at those premises. Nothing shall exclude or limit CloudVPlus Holdings Ltd T/A Cloudview’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any liability that cannot legally be excluded or limited.

A.8.3

Subject to clause A.8.2, CloudVPlus Holdings Ltd T/A Cloudview shall not be liable for any consequential loss of whatever nature (whether or not such loss or damage was foreseen, direct, foreseeable, known or otherwise), including loss of anticipated profits, loss of actual profits, loss of anticipated savings, loss of business or loss of data.

A.8.4

Subject to clause A.8.2 and A.8.3, CloudVPlus Holdings Ltd T/A Cloudview shall be liable for any direct loss, except for any costs associated with loss of data, caused by their breach of contract or statutory duty, breach of warranty, misrepresentation or in tort (including negligence). CloudVPlus Holdings Ltd T/A Cloudview’s liability in respect of any such direct loss or damage flowing from any one event or series of connected events under any Contract whether for breach of contract or statutory duty, breach of warranty, misrepresentation or in tort (including negligence) will be limited to £500,000.

A.8.5

Except as expressly and specifically provided in the Contract, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. CloudVPlus Holdings Ltd T/A Cloudview shall have no liability for any damage caused by errors or omissions in any information or instructions provided to CloudVPlus Holdings Ltd T/A Cloudview by the Customer in connection with the Services, or any actions taken by CloudVPlus Holdings Ltd T/A Cloudview at the Customer's direction.

A.8.6

The Customer acknowledges the extent of CloudVPlus Holdings Ltd T/A Cloudview’s exclusion or limitation of its liability under the Contract.

A.9. CONFIDENTIAL INFORMATION

A.9.1

A party receiving Confidential Information (the “Recipient") may use it only for the purposes for which it was provided under a Contract. Confidential Information may be disclosed only to employees (including employees of Cloudview) or contractors obligated to the Recipient (including, in the case of CloudVPlus Holdings Ltd T/A Cloudview, any Sub-Contractors) under similar confidentiality restrictions and only for the purposes for which it was provided under the Contract.

A.9.2

The obligations set out in clause A.9.1 do not apply to information which:

(a) is rightfully obtained by the Recipient without breach of any obligation to maintain its confidentiality

(b) is or becomes known to the public through no act or omission of the Recipient

(d) is disclosed in response to a valid court or governmental order, if the Recipient has given the other party prior written notice and provides reasonable assistance to afford it the opportunity to object; or

(e) (Subject to clause A.9.3) is required to be disclosed pursuant to the provisions of the Freedom of Information Act 2000

A.9.3

If, pursuant to the provisions of the Freedom of Information Act 2000 (or any subordinate legislation or codes of practice), the Customer receives any request to disclose and/or intends to disclose all or any Confidential Information the Customer agrees that it will consult with CloudVPlus Holdings Ltd T/A Cloudview before disclosing any such Confidential Information. In so consulting the Customer agrees that it will act reasonably and in good faith and will duly consider any representations CloudVPlus Holdings Ltd T/A Cloudview may make relating to the proposed disclosure or otherwise of such Confidential Information.

A.10. TRADEMARKS

A.10.1

The Customer may refer to Products and Services by their associated names, provided that such reference is not misleading and complies with any policies and/or instructions made available by CloudVPlus Holdings Ltd T/A Cloudview and, in the case of Trademarks of a third party with such third party’s applicable policies.

A.10.2

The Customer may not remove or alter any Trademarks, nor may it include any trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations on any Products or Services. The Customer agrees that any use of Trademarks by the Customer will inure to the sole benefit of CloudVPlus Holdings Ltd T/A Cloudview (or the owner of such Trademarks).

A.10.3

The Customer agrees not to incorporate any Trademarks into the Customer's trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.

A.11. PUBLICITY

A.11.1

Subject to the other party’s (“Party A”) prior written consent (such consent not to be unreasonably withheld or delayed), each party (“Party B”) may use Party A’s name in promotional materials, including press releases, presentations and customer references relating to the sale of the Products or provision of the Services. These permissions are free of charge for worldwide use by Party B in any medium.

A.12. CONTRACT TERM AND TERMINATION

A.12.1

Where the Customer has purchased a Product and/or Maintenance and Support Services from CloudVPlus Holdings Ltd T/A Cloudview, the Contract shall, unless otherwise terminated as provided in this clause A.12, commence on the Commencement Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of twelve (12) months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least (sixty) 60 days before the end of the Initial Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Term or Renewal Period. Failure to comply with this will result in an automated renewal and full charges payable., per connection; or

(b) otherwise terminated in accordance with the provisions of the Contract and disconnected immediately

(c) the Cloudview edge device remains the property of CloudVPlus Holdings Ltd T/A Cloudview for a period of 36 (thirty-six) months from initial contract start date. A contract which is terminated within the 36 (thirty-six) month period will result in the Cloudview edge device needing to be decommissioned and returned to Cloudview at the end users’ expense. Failure to comply with this will result in the full cost of such edge device being chargeable by invoice and payable, with interest, within 30 days of contract exit

A.12.2

Where the Customer has purchased Consultancy Services, Pre-Configuration and Installation Services, and/or Professional Services, the applicable Services will commence on the dates set out in the Contract or as may otherwise be agreed in writing between the parties. In the absence of any agreement:

(a) the Consultancy Services will commence on the date that CloudVPlus Holdings Ltd T/A Cloudview first start performing the Consultancy Services and shall conclude on the date of delivery by Cloudview, or its nominated Sub-Contractor, of a Commercial Risk and Security Audit to the Customer.

(b) the Pre-Configuration and Installation Services will commence as soon as commercially practicable after the date of delivery of the Equipment and shall conclude on the date such Pre-Configuration and Installation Services are completed; and

(c) the Professional Services will commence on the date that CloudVPlus Holdings Ltd T/A Cloudview first start performing the Professional Services and shall conclude on the date such Professional Services are completed

A.12.3

Without prejudice to any other rights and remedies to which the parties may be entitled, either party may terminate a Contract immediately without liability by written notice:

(a) if the other party commits a non-remediable material breach of that Contract

(b) if the other party fails to cure any remediable material breach within sixty (60) days of being notified in writing of such breach; or

(c) if the other party is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the other party calls a meeting for the purpose of passing a resolution to wind up its company (other than for the purposes of a solvent reconstruction or amalgamation), or such a resolution is passed or the other party presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the other party’s business, undertaking, property or assets

A.12.4

Following termination of a Contract (for whatever reason):

(a) the Customer shall immediately pay to Cloudview all CloudVPlus Holdings Ltd T/A Cloudview's outstanding unpaid invoices and interest and, in respect of Products and/or Services supplied but for which no invoice has yet been submitted (including any use by the Customer of the Products more than the Site Usage and/or Bandwidth Limit), CloudVPlus Holdings Ltd T/A Cloudview shall submit an invoice, which shall be payable by the Customer immediately on receipt

(b) the Customer shall return all the On-Site Materials to CloudVPlus Holdings Ltd T/A Cloudview together with any other property of CloudVPlus Holdings Ltd T/A Cloudview in its control (including any Confidential Information) and any Equipment and/or Deliverables which have not been fully paid for. If the Customer fails to do so, then CloudVPlus Holdings Ltd T/A Cloudview may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract

(d) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry

A.12.5

Rights and obligations under a Contract (including these Terms) which by their nature should survive, will remain in effect after performance, termination or expiration of the Contract.

A.13. SUBCONTRACTING, ASSIGNMENT AND THIRD-PARTY RIGHTS

A.13.1

CloudVPlus Holdings Ltd T/A Cloudview shall be entitled to subcontract all or any part of its obligations under the Contract to a Sub-Contractor without the prior consent of the Customer.

A.13.2

CloudVPlus Holdings Ltd T/A Cloudview shall use reasonable endeavours to procure that any work carried out by a Sub-Contractor is undertaken to the standard required by these Terms.

A.13.3

Save as otherwise provided for in this clause A.13, neither party shall be entitled to assign, charge or transfer the Contract (or any part or parts thereof) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

A.13.4

Save that Group companies of CloudVPlus Holdings Ltd T/A Cloudview may enforce any provision of these Terms and/or any Contract, the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and a person who is not a party to the Contract (including any employee, officer, agent, representative or sub-contractor of either party) shall not have the right (whether under the Contracts (Rights of Third Parties) Act or otherwise) to enforce any term which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this clause A.13.4. Even if a person who is not a party to these Terms and/or any Contract has a right to enforce any term by virtue of the Act, the parties may vary or cancel these Terms or any Contract without requiring the consent of such third party.

A.14. COMPLIANCE WITH LAWS

A.14.1

The Customer will comply with all applicable laws and regulations with respect to its obligations under the Contract. Without prejudice to the generality of the foregoing, the Customer shall obtain and maintain all necessary licences, consents, and permissions necessary for CloudVPlus Holdings Ltd T/A Cloudview, its Sub-Contractors and agents to perform their obligations under the Contract, including the Services.

A.15. MISCELLANEOUS

A.15.1

The Customer acknowledges that the Products and/or Services supplied by CloudVPlus Holdings Ltd T/A Cloudview are solely for the Customer's internal use, and the Customer may not provide, lease, or resell the Products and/or Services, directly or indirectly, to any third party, unless, and only to the extent that, the Customer is authorised by CloudVPlus Holdings Ltd T/A Cloudview in writing to do so.

A.15.2

A party is not liable under any Contract for non-performance caused by events or conditions beyond that party’s reasonable control including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Cloudview or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default or non-performance of suppliers or Sub-Contractors. This provision does not relieve either party of its obligation to make payments then owing. In the event any such event continues beyond a period of ninety (90) days, either party may terminate the Contract.

A.15.3

All notices in connection with the Contract shall be in writing, addressed to the recipient at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, fax or e-mail. Notices shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second working day after posting; or, if sent by fax or e-mail, one working day after transmission. This clause shall not apply to the service of any proceedings or other documents in any legal action.

A.15.4

Any express waiver or failure to exercise promptly any right under these Terms or any Contract will not create a continuing waiver or any expectation of non-enforcement.

A.15.5

If any provision of these Terms is held invalid by any law or regulation or by any court or arbitrator, such invalidity will not affect the enforceability of other provisions.

A.15.6

To the extent applicable, each party shall comply with the provisions of the Data Protection Act 1998.

A.15.7

The parties each warrant that they have full capacity and authority and all necessary consents to enter into and to perform their respective obligations set out in a Contract.

A.15.8

Governing Law and Dispute Resolution.

(a) The parties will use reasonable efforts to resolve any dispute arising out of the Terms through a meeting of appropriate managers from each party. If the parties are unable to resolve the dispute, either party may escalate the dispute to its executives. If an executive level meeting fails to resolve the dispute within thirty (30) days after escalation, either party may seek any available legal relief. This provision will not affect either party's right to seek injunctive or other provisional relief at any time

(b) Subject to clause A.15.8(a), the parties agree that the Courts of England and Wales shall have exclusive jurisdiction to resolve any dispute. All disputes will be governed by English law

Part B: Specific Terms relating to the Products

The specific terms set forth in this Part B apply to any Contracts made between the Customer and CloudVPlus Holdings Ltd T/A Cloudview for the supply of the Products including any Equipment. The General Terms set forth in Part A apply to, and form an integral part of, these specific terms.

B.1. EQUIPMENT DELIVERY

B.1.1

Where the Customer has purchased a Cloudview Service Package and/or Network Package, such Product may include Equipment.

B.1.2

CloudVPlus Holdings Ltd T/A Cloudview will use its reasonable endeavours to meet any date(s) identified or stated in the Contract for delivery of the Equipment, but the parties acknowledge and agree that time shall not be of the essence of the Contract.

B.1.3

The Equipment shall be delivered by CloudVPlus Holdings Ltd T/A Cloudview to the delivery address indicated by the Customer in the Order (provided such address is in the United Kingdom) (the “Delivery Address”). Without prejudice to clause B.1.4, the risk of loss and/or damage to the Products passes to the Customer at the time of delivery by or on behalf of CloudVPlus Holdings Ltd T/A Cloudview to the Delivery Address.

B.1.4

Title to the Equipment (excluding the Modem/Router) shall be retained by CloudVPlus Holdings Ltd T/A Cloudview until payment in full is made by the Customer for the Cloudview Service Package Charge and/or Network Package Charge (as applicable). Equipment delivered to the Customer with retention of title may not be resold, pledged or proposed as security for a claim of a third party.

B.1.5

CloudVPlus Holdings Ltd T/A Cloudview may make Equipment substitutions and modifications that do not cause a material adverse effect in overall Product performance.

B.1.6

Where the Customer has not purchased Pre-Configuration and Installation Services, the Customer shall immediately check the Equipment delivered for deficiencies in quantity and for external damage to the packaging and indicate any deficiencies and/or damage on the accompanying transport documents, failure by the Customer to make such indication shall render any claims relating to quantity or obvious damage null and void. The Customer will have three (3) Business Days after delivery of Equipment at the Delivery Address to inspect and test the Equipment. In the absence of any written notice to CloudVPlus Holdings Ltd T/A Cloudview reporting any defects, the Equipment will be deemed accepted by the Customer three (3) Business Days after receipt at the Delivery Address.

B.1.7

In the event that CloudVPlus Holdings Ltd T/A Cloudview performs Pre-Configuration and Installation Services and installs the Equipment for the Customer, acceptance will be deemed to occur upon successful completion of the manufacturer’s standard diagnostic testing by Cloudview (or its nominated Sub-Contractor) of the installed Equipment and successful uploading of an Event to the Cloudview Service.

B.2. EQUIPMENT WARRANTY

B.2.1

Where the Customer has not purchased Maintenance and Support Services via a CloudVPlus Holdings Ltd T/A Cloudview accredited partner Company, CloudVPlus Holdings Ltd T/A Cloudview warrants that for twelve (12) months from the date of delivery, the Equipment shall be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.

B.2.2

Save as expressly provided in the Contract any Equipment is provided without any obligation for Cloudview to maintain or support such Equipment.

B.2.3

The Customer's sole and exclusive remedy and CloudVPlus Holdings Ltd T/A Cloudview’s entire liability for breach of any warranties, conditions, terms, representations, statements, undertakings and/or obligations in relation to the Equipment will be (at CloudVPlus Holdings Ltd T/A Cloudview option):

(a) the repair of the defective Equipment; or

(b) the replacement of the defective Equipment. Title in all defective Equipment (or parts thereof) which are removed shall transfer back to CloudVPlus Holdings Ltd T/A Cloudview

B.2.4

No warranty will apply to any Equipment which has been:

(a) modified, altered or adapted without CloudVPlus Holdings Ltd T/A Cloudview's written consent

(b) abused or used in a manner other than in accordance with the relevant manual

(c) repaired by any third party (other than by CloudVPlus Holdings Ltd T/A Cloudview or any Sub-Contractor contracted by CloudVPlus Holdings Ltd T/A Cloudview to perform any of CloudVPlus Holdings Ltd T/A Cloudview obligations under any Contract).

(d) improperly installed by any party other than CloudVPlus Holdings Ltd T/A Cloudview (or any Sub-Contractor contracted by CloudVPlus Holdings Ltd T/A Cloudview to perform any of CloudVPlus Holdings Ltd T/A Cloudview obligations under any Contract); or

(e) used with equipment or software not covered by the warranty, to the extent that the problems are attributable to such use

B.3. CLOUDVIEW SERVICE PACKAGE

B.3.1

Where the Customer has purchased a Cloudview Service Package from CloudVPlus Holdings Ltd T/A Cloudview, the Customer undertakes to comply, and procure that any employees, contractors or agents of the Customer complies, at all times with the CloudVPlus Holdings Ltd T/A Cloudview Terms of Use.

B.3.2

The Customer acknowledges and accepts that the Cloudview Service Package Charges have been calculated based on the Site Usage and the Customer acknowledges and agrees that CloudVPlus Holdings Ltd T/A Cloudview reserves the right to audit the Services to establish the levels of usage. If such audit reveals that the Customer has exceeded the Site Usage, CloudVPlus Holdings Ltd T/A Cloudview reserves the right to recalculate the Cloudview Service Package Charge to consider any use more than the Site Usage.

B.3.3

The Customer acknowledges and accepts that the Products are only intended for use in England, Wales or Scotland. CloudVPlus Holdings Ltd T/A Cloudview may accept orders from outside England, Wales or Scotland but make no assurances that the Products will operate outside England, Wales or Scotland.

B.3.4

The Products have been designed to comply with relevant English, Welsh and Scottish legislation and CloudVPlus Holdings Ltd T/A Cloudview makes no warranties or representations that they comply with any legal requirement outside England, Wales or Scotland. For the avoidance of doubt, the Customer must comply with all applicable laws and regulations of the country for which the Products are delivered or to be used and CloudVPlus Holdings Ltd T/A Cloudview will not be liable for any breach by the Customer of any such laws.

B.4. NETWORK PACKAGE

B.4.1

Where the Customer has purchased a Network Package from CloudVPlus Holdings Ltd T/A Cloudview, the Customer undertakes to comply, and procure that any employees, contractors or agents of the Customer complies, at all times with the Network Package Terms of Use.

B.4.2

The Customer acknowledges and accepts that the Network Package Charges have been calculated based on the Bandwidth Limit and the Customer acknowledges and agrees that CloudVPlus Holdings Ltd T/A Cloudview reserves the right to audit the Services to establish the levels of usage. If such audit reveals that the Customer has exceeded the Bandwidth Limit, CloudVPlus Holdings Ltd T/A Cloudview reserves the right to recalculate the Network Package Charge to consider any use more than the Bandwidth Limit.

B.4.3

Cloudview will use its reasonable endeavours to assign to, or procure for the benefit of, the Customer any warranties generally made available by any third-party manufacturer or distributor of the communications equipment. Save as expressly provided in the Contract, CloudVPlus Holdings Ltd T/A Cloudview does not provide any warranty relating to the communications equipment and the communications equipment is provided without any obligation for CloudVPlus Holdings Ltd T/A Cloudview to maintain or support it.

B.4.4

Any Modem/Router supplied by CloudVPlus Holdings Ltd T/A Cloudview to the Customer unless purchased, shall always remain the property of CloudVPlus Holdings Ltd T/A Cloudview, and the Customer shall have no right, title or interest in or to the Modem/Router (save the right to possession and use of the Modem/Router subject to the terms and conditions of the Contract).

B.4.5

In relation to the Modem/Router, the Customer shall:

(a) give immediate written notice to CloudVPlus Holdings Ltd T/A Cloudview in the event of any loss, accident or damage to the Modem/Router or arising out of or in connection with the Customer's possession or use of the Modem/Router.

(b) ensure that the Modem/Router is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by CloudVPlus Holdings Ltd T/A Cloudview.

(c) maintain at its own expense the Modem/Router in good and substantial repair to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted).

(d) at all times keep the Modem/Router in the possession or control of the Customer and keep CloudVPlus Holdings Ltd T/A Cloudview informed of its location.

(e) always ensure that the Modem/Router remains identifiable as being CloudVPlus Holdings Ltd T/A Cloudview's property and not remove, deface or obscure any identifying mark or sticker placed on the Modem/Router by CloudVPlus Holdings Ltd T/A Cloudview.

(f) deliver up the Modem/Router at the end of the Contract or on earlier termination of the Contract at such address as CloudVPlus Holdings Ltd T/A Cloudview requires, or if necessary, allow CloudVPlus Holdings Ltd T/A Cloudview or its representatives access to the Site or any premises where the Modem/Router is located for the purpose of removing the Modem/Router.

B.4.6

The Customer acknowledges that CloudVPlus Holdings Ltd T/A Cloudview shall not be responsible for any loss of or damage to the Modem/Router arising out of or in connection with any negligence, misuse, mishandling of the Modem/Router or otherwise caused by the Customer or its officers, employees, agents and contractors.

Part C: Specific Terms of Services

The specific terms set forth in this Part C apply to any Contracts made between the Customer and CloudVPlus Holdings Ltd T/A Cloudview for the performance of Services. The General Terms set forth in Part A apply to, and form an integral part of, these specific terms.

C.1. CONSULTANCY SERVICES AND PRE-CONFIGURATION AND INSTALLATION SERVICES

C.1.1

The Consultancy Services and Pre-Configuration and Installation Services, as applicable, are as confirmed in the Contract.

C.1.2

Deliverables (if any) to be delivered by CloudVPlus Holdings Ltd T/A Cloudview to the Customer shall be set out in the Contract but in the case of the Consultancy Services shall include delivery of a Commercial Risk and Security Site Audit.

C.1.3

Cloudview grants the Customer a non-exclusive, non-transferable licence to use the Deliverables solely for its own business purposes and such other purposes (if any) as may be specified in the Contract.

C.1.4

Cloudview shall have no liability for any actions or decisions taken by the Customer because of any statements, recommendations or other content contained in the Commercial Risk and Security Site Audit unless directly caused by the negligence of CloudVPlus Holdings Ltd T/A Cloudview.

C.2. MAINTENANCE AND SUPPORT SERVICES

C.2.1

Support services are included for the first 12 months or warrant period of any equipment and need to be purchased thereafter.

C.2.2

Maintenance and Support Services shall be delivered remotely or, where any defects or problems are not capable of being remedied remotely, shall be delivered to the Site.

C.2.3

Maintenance and Support Services do not include services required due to:

(a) improper use, abuse, accident, or neglect

(b) alterations, modifications, or attempts to repair Products that CloudVPlus Holdings Ltd T/A Cloudview has not authorised

(d) re-locations or attempts to relocate Products, and any Maintenance and Support Services CloudVPlus Holdings Ltd T/A Cloudview delivers because of any such event will be invoiced separately at Cloudview’s applicable time and materials rates and are subject to the applicable Contract

C.2.4

Any Products replaced as part of the Maintenance and Support Services are supplied on an exchange basis. The parts may be new or like new. The parts replaced shall, upon their removal, become the property of CloudVPlus Holdings Ltd T/A Cloudview.

C.2.5

In respect of all Maintenance and Support Services delivered remotely, the Customer:

(a) agrees that CloudVPlus Holdings Ltd T/A Cloudview may access Products remotely and may process and store Product data to remotely monitor, manage and service Products (all such data will be treated by CloudVPlus Holdings Ltd T/A Cloudview as the Customer’s Confidential Information, except that the Customer permits disclosure for the purposes of fulfilling the Contract)

(b) commits to procure and maintain a CloudVPlus Holdings Ltd T/A Cloudview specified bridge or gateway appropriate to the systems or networks involved, at the Customer's expense; and

C.2.6

If the Customer fails to permit or facilitate remote Services, CloudVPlus Holdings Ltd T/A Cloudview may decline to deliver such Services and charge such additional charges or impose such other conditions for the delivery of Services which would otherwise be provided remotely or revoke any applicable warranties.

C.3. PROFESSIONAL SERVICES

C.3.1

The Professional Services are as set out in the Contract.

C.3.2

The Professional Services Charge shall be calculated on a time and materials basis:

(a) the charges shall be calculated in accordance with CloudVPlus Holdings Ltd T/A Cloudview’s standard daily fee rates for the applicable services

(b) CloudVPlus Holdings Ltd T/A Cloudview's standard daily fee rates for each individual person are calculated based on an eight-hour day from 8.00 am to 5.00 pm worked on Business Days

(c) CloudVPlus Holdings Ltd T/A Cloudview shall be entitled to charge an overtime rate for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause C.3.2(b); and

(d) CloudVPlus Holdings Ltd T/A Cloudview shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom CloudVPlus Holdings Ltd T/A Cloudview engages in connection with the Professional Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required byCloudVPlus Holdings Ltd T/A Cloudview for the performance of the Professional Services, and for the cost of any materials

C.4. SERVICES

C.4.1

CloudVPlus Holdings Ltd T/A Cloudview shall use its reasonable endeavours to ensure that all reasonable precautions as are necessary to protect the health and safety of its personnel employed to perform the Services and shall comply with the requirements of the Health and Safety at Work (etc.) Act 1974 and any other applicable legislation relating to the health and safety of its personnel.

C.4.2

CloudVPlus Holdings Ltd T/A Cloudview shall comply with all current legislation relating to their corporate obligations about discrimination against any person or persons.

C.5. ON-SITE MATERIALS

C.5.1

The Customer will segregate, safeguard and designate as the property of CloudVPlus Holdings Ltd T/A Cloudview all tools, parts, spares, equipment and materials placed on a Site and for which title is not transferred to the Customer ("On-Site Materials").

C.5.2

On-Site Materials may only be used by authorised persons of the Customer. The Customer will have no right or interest in the On-Site Materials and will not grant any liens or security interests therein. The Customer assumes all risk of loss or damage to On-Site Materials that may occur prior to their return and receipt by CloudVPlus Holdings Ltd T/A Cloudview.

C.5.3

Within ten (10) days after termination or expiration of any Contract, the Customer will deliver to CloudVPlus Holdings Ltd T/A Cloudview any On-Site Materials related to such Contract, with a bill of lading, freight charges prepaid and fully insured.

C.6. NON-SOLICITATION

C.6.1

The Customer will not, without the prior written consent of CloudVPlus Holdings Ltd T/A Cloudview, recruit any personnel (including any personnel of CloudVPlus Holdings Ltd T/A Cloudview) assigned by CloudVPlus Holdings Ltd T/A Cloudview to perform any Services until one (1) year after completion of the applicable Services.

C.6.2

"Recruit" means to initiate personal contact for the purposes of hiring, but does not include responding to an unsolicited application, receiving unprompted responses to advertisements, or receiving candidates who are, without the Customer involvement, presented to the Customer by a recruiting firm.

C.7. SERVICE WARRANTIES

C.7.1

CloudVPlus Holdings Ltd T/A Cloudview warrants that it will perform the Services in a good and workmanlike manner and that it shall use its reasonable endeavours to ensure the Services are performed with due skill, care and diligence.

C.7.2

Cloudview will use its reasonable endeavours to meet any date(s) identified or stated in the Contract for performance or completion of the Services, but the parties acknowledge and agree that time shall not be of the essence of the Contract.

C.7.3

The Customer's sole and exclusive remedy and CloudVPlus Holdings Ltd T/A Cloudview’s entire liability for breach of the above warranty will be re-performance of Services within a reasonable time following notification in writing by the Customer to Cloudview of such breach.

C.7.4

Any claim for breach of the above warranty must be made in writing and notified to CloudVPlus Holdings Ltd T/A Cloudview within thirty (30) days of performance of the Services at issue.

C.7.5

CloudVPlus Holdings Ltd T/A Cloudview does not warrant that the Customer's use of the Services will be uninterrupted or error-free, nor that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements.

C.7.6

Cloudview 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.

Part D: Data Protection

D.1. DEFINITIONS

Applicable Law means:

(a) any law, statute, regulation, byelaw or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of

(b) the common law and laws of equity as applicable to the Parties from time to time

(d) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that Party’s assets, resources or business

Data Controller: has the meaning given to that term (or to the term ‘controller’) in Data Protection Legislation.

Data Processor: has the meaning given to that term (or to the term ‘processor’) in Data Protection Legislation.

Data Protection Legislation: means any Applicable Law in the UK relating to the processing, privacy, and use of Personal Data, as applicable to the Customer, CloudVPlus Holdings Ltd T/A Cloudview and/or these Terms, including:

(a) in the United Kingdom:

(i) the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing or replacing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive); and/or

(ii) the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any corresponding or equivalent national laws or regulations; and

(b) judicial or administrative interpretation of any of the above, any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority

Data Subject: has the meaning given to that term in Data Protection Legislation.

Personal Data: has the meaning given to that term in the Data Protection Legislation.

Personal Data Breach: means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data.

Processing: has the meanings given to that term in the Data Protection Legislation (and related terms such as process have corresponding meanings); and

Supervisory Authority: means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Legislation.

D.2. DATA PROTECTION

D.2.1

Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause D.2 is in addition to, and does not relieve, remove or replace, a Party's obligations under the Data Protection Legislation.

D.2.2

The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and CloudVPlus Holdings Ltd T/A Cloudview is the Data Processor. In accordance with the requirements of the Data Protection Legislation, Schedule 1 sets out the scope, nature and purpose of processing by CloudVPlus Holdings Ltd T/A Cloudview, the duration of the processing and the types of personal data and categories of Data Subject.

D.2.3

Without prejudice to the generality of Clause D.2.1, the Customer shall:

D.2.3.1

Ensure that it has all necessary appropriate consents and notices in place to enable the processing of the Personal Data to Cloudview for the duration and purposes of these Terms.

D.2.3.2

Ensure that any Personal Data that it provides is lawfully disclosed or provided to CloudVPlus Holdings Ltd T/A Cloudview.

D.2.3.3

Does not cause CloudVPlus Holdings Ltd T/A Cloudview to be in breach of the Data Protection Legislation.

D.2.3.4

Ensure that any instructions provided to Cloudview regarding the processing of Personal Data are lawful and shall, always, be in accordance with Data Protection Legislation.

D.2.3.5

Have sole responsibility for the technical and organisational measures employed in its own environments and shall put in place any reasonable measures (including any reasonable measures recommended by CloudVPlus Holdings Ltd T/A Cloudview) in respect of the security of the Personal Data, which may include the pseudonymisation and encryption of the Personal Data.

D.2.3.6

Indemnify CloudVPlus Holdings Ltd T/A Cloudview for any costs, damages, penalties, awards or fines suffered or incurred by Cloudview as a result of any claim by a third party, including a Data Subject or which are imposed upon by a Supervisory Authority in the event of any breach of this clause D.2 by the Customer.

D.2.4

Without prejudice to the generality of Clause D.2.1, Cloudview shall, in relation to any Personal Data processed in connection with the performance by Cloudview of its obligations under these Terms:

D.2.4.1

Process that Personal Data only on the written instructions of the Customer unless CloudVPlus Holdings Ltd T/A Cloudview is required by the laws of any member of the European Union or by the laws of the European Union applicable to Cloudview to process Personal Data. Where CloudVPlus Holdings Ltd T/A Cloudview is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, CloudVPlus Holdings Ltd T/A Cloudview shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit CloudVPlus Holdings Ltd T/A Cloudview from so notifying the Customer.

D.2.4.2

Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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, ensuring the pseudonymisation, encryption, confidentiality, integrity, availability and resilience of its systems and services, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

D.2.4.3

Ensure that all personnel who have access to and/or process the Personal Data are obliged to keep the Personal Data confidential; and

D.2.4.4

Does 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:

(a) the Customer or CloudVPlus Holdings Ltd T/A Cloudview has provided appropriate safeguards in relation to the transfer

(b) the Data Subject has enforceable rights and effective legal remedies

(c) CloudVPlus Holdings Ltd T/A Cloudview complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(d) CloudVPlus Holdings Ltd T/A Cloudview complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data

D.2.4.5

CloudVPlus Holdings Ltd T/A Cloudview shall assist the Customer 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 and CloudVPlus Holdings Ltd T/A Cloudview shall be entitled to levy an additional charge on the Customer for its reasonable time and effort utilised in providing such prompt cooperation and assistance as well as any costs and expenses incurred;

D.2.4.6

Notify the Customer without undue delay on becoming aware of a Personal Data breach and/or if any instructions of the Customer shall, to the knowledge of CloudVPlus Holdings Ltd T/A Cloudview, infringe Data Protection Legislation.

D.2.4.7

At the written direction of the Customer, delete or return the Personal Data and copies thereof to the Customer on termination of these Terms unless required by Applicable Law to store the Personal Data; and

D.2.4.8

Maintain complete and accurate records and information to demonstrate its compliance with this clause D.2.

D.2.4.9

CloudVPlus Holdings Ltd T/A Cloudview shall allow for and contribute to audits, including inspections, conducted by the Customer (or another independent auditor proposed by the Customer and approved by CloudVPlus Holdings Ltd T/A Cloudview) for the purpose of demonstrating compliance by Cloudview and with their obligations under this clause D.2 provided that the Customer gives CloudVPlus Holdings Ltd T/A Cloudview reasonable prior notice of such audit and/or inspection and they are limited to no more than once per annum unless otherwise agreed by CloudVPlus Holdings Ltd T/A Cloudview. CloudVPlus Holdings Ltd T/A Cloudview shall be entitled to levy an additional charge on the Customer for its reasonable time and effort utilised in providing such contribution and assistance as well as any costs and expenses incurred.

D.2.5

The Customer consents to CloudVPlus Holdings Ltd T/A Cloudview appointing those third parties notified to the Customer as a third-party processor of the Personal Data under part E of these Terms. CloudVPlus Holdings Ltd T/A Cloudview confirms that it has entered, or (as the case may be) will use its reasonable endeavours to enter into a written agreement incorporating terms which are substantially like and as far as reasonably possible on terms that are no less onerous than those set out in this clause D.2. As between the Customer and CloudVPlus Holdings Ltd T/A Cloudview, CloudVPlus Holdings Ltd T/A Cloudview shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause D.2.

D.2.6

CloudVPlus Holdings Ltd T/A Cloudview shall promptly notify the Customer in writing of any loss or damage to the Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for CloudVPlus Holdings Ltd T/A Cloudview to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest backup of such Customer Data. CloudVPlus Holdings Ltd T/A Cloudview shall not be responsible for any loss, destruction, alteration or unauthorised disclosure of Customer Data caused by any third party (except those third parties subcontracted by CloudVPlus Holdings Ltd T/A Cloudview to perform services related to Customer Data maintenance and back-up) nor for the security or integrity of any Customer Personal Data during its transmission via public telecommunications facilities, the Internet or similar.

Part E: Third-Party Processors – as of 6th May 2019

CloudVPlus Holdings Ltd T/A Cloudview
Amazon Web Services
Microsoft Corporation
United Business Applications
HubSpot
Fresh Desk
Sage

Schedule 1: Data Processing Details:

SUBJECT-MATTER OF PROCESSING:

The installation, supply, management and support of the Cloudview visual data system, and associated products and services, to the Customer.

DURATION OF THE PROCESSING:

Visual data will be retained and processed by the Cloudview visual data system in accordance with the relevant Service Package, on a camera-by-camera connection basis.
Additional data will be retained for the period of the commercial relationship with the Customer and for a period up to 6 years following the termination of the commercial relationship, where necessary.

NATURE AND PURPOSE OF THE PROCESSING:

Fulfilment of Cloudview’s statutory obligations
Storing, analysing (where appropriate) and providing online access to visual data
Cloudview visual data system user administration
Providing installation and support services in accordance with Cloudview’s contractual agreement with the Customer
Providing proper Cloudview visual data system operation

TYPE OF PERSONAL DATA:

Identity Data (e.g., visual data, sound, names)
Contact Data (e.g., addresses, telephone numbers)
Technical Data (e.g., IP addresses, login data, time zones)
Profile Data (e.g., usernames, passwords)
Usage Data (e.g., user session logs)
Financial Data (e.g., Service Package contracts)
Marketing and Communications Data (e.g., preferences)

CATEGORIES OF DATA SUBJECTS:

Cloudview Customers and their employees
Cloudview Resellers and Sub-contractors and their employees
Members of the Public

PROCESSING INSTRUCTIONS

Cloudview is to ensure that all data held within the Cloudview visual data and related platforms is appropriately encrypted and only accessible by suitably authorised users