1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland when banks in Edinburgh are open for business.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.5 or Clause 11.6.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures shall be as defined in the Data Protection Legislation.
“Customer” means the recipient of the Services, as set out in the Pricing Agreement.
“Customer Data” means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
“Data Protection Legislation” means 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);
“Documentation” means the documentation made available to the Customer by the Supplier online or by any other means from time to time which sets out a description of the Services and the user instructions for the Services.
“Effective Date” means the effective date of this Agreement as set out in the Pricing Agreement, or otherwise notified to the Customer.
“Fees” means, if applicable, the fees payable by the Customer to the Supplier for the Services, as set out in the Pricing Agreement.
“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Materials” means all services, data, information, content, Intellectual Property Rights, websites, products and other materials provided by or on behalf of the Supplier in connection with the Services, but excluding all Customer Data.
“Normal Business Hours” means 9am to 5pm local UK time, each Business Day.
“Pricing Agreement” means the pricing agreement agreed between the parties relating to the provision of the Services, as updated from time to time.
“Services” means the subscription services to which the Customer has subscribed to online or otherwise, including any services provided by third parties, and “Service” shall refer to each individual service subscribed.
“Software” means the online software applications provided by the Supplier and/or the Supplier’s licensors as part of the Services.
“Specific Service Terms” means, in respect of each Service, if any, the specific additional or amended terms relevant to that Service (as updated from time to time).
“Sub-Processor” means another processor (as defined in the Data Protection Legislation) engaged by the Supplier for carrying out processing activities in respect of personal data on behalf of the Customer.
“Third Party Software” means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or licence between the Customer and the relevant third party (including such Third Party Software which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Third Party Software in the Agreement.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); the Data Protection Act 2018; the Privacy and Electronic
Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“User Subscriptions” means any user subscriptions purchased by the Customer as set out in the Pricing Agreement, which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to: (i) a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement; (ii) a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision; (iii) clauses and schedules are to the clauses and schedules of this Agreement; (iv) paragraphs and parts are to paragraphs and parts of the relevant schedule to this Agreement; and (v) a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. In the event of any conflict or inconsistency between these terms and conditions and the Pricing Agreement, the terms of the Pricing Agreement shall prevail.