Danti Pro Terms

Some of the words and phrases in these Danti Pro Terms mean specific things. They are capitalised all the way through and explained in the defined terms section at the end of these Danti Pro Terms.

In these Danti Pro Terms, unless the context otherwise requires: 1.2.1 the words ‘include’, ‘including’ or ‘for example’ do not limit something to just the examples that follow.

Any reference to a specific law or regulation in these Danti Pro Terms includes that law or regulation as amended, replaced or extended.

Any reference to a ‘party’ or one of us includes that party’s personal representatives, successors and permitted assigns.

Any reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

Some of These Danti Pro Terms, the Order and (where applicable) the Special Terms apply to and form part of our Agreement. They take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of all the documents that make up our Agreement.

Each request issued by you to enter into an Order shall be an offer to access Danti Pro Cloud and/or Danti Pro App and the Services subject to these Danti Pro Terms. We may accept or reject your request at our discretion.

Our signature of or written acceptance of the Order; or

Our provision to you or any Authorised User of information to access Danti Pro Cloud and/or Danti Pro App. Any exchange of documents before this point is for information only and does not create legal relations between us.

Each Order forms a separate, standalone Agreement.

Our Agreement starts on the Effective Date and will, unless one of us ends it (in a way that these Danti Pro Terms allow), carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Renewal Terms.

Either party may terminate this Agreement by:

Giving the other written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Renewal Term; and

Giving the other written notice at any time within 60 days after the Effective Date.

During the Term, we agree to supply, and you agree to subscribe to Danti Pro Cloud and/or Danti Pro App and access the Services on the terms set out in our Agreement.

We confirm we are a legal entity, authorised to agree our Agreement and provide access to Danti Pro Cloud and Danti Pro App and supply the Services.

You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.

We will:

Provide you with access to Danti Pro Cloud and/or Danti Pro App in accordance with the terms of our Agreement.

provide the Services with reasonable skill and care; and

Comply with the Applicable Law applicable to us.

Any obligation of us under our Agreement to comply or ensure compliance by any person or Danti Pro Cloud, Danti Pro App or the Services with any law shall be limited to compliance only with laws within the United Kingdom as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on us or any part of Danti Pro Cloud, Danti Pro App or the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

You will:

Perform your obligations in accordance with the terms of our Agreement.

Pay the Charges for access to Danti Pro Cloud and/or Danti Pro App and the supply of Services in the manner set out in clause 14;

Tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for Danti Pro Cloud, Danti Pro App, the Services, and technical and billing matters (Customer Contact). We may however accept instructions from a person who we reasonably believe is acting with your authority.

Cooperate with us and comply with any reasonable requests we make to help us provide Danti Pro and/or the Services.

We shall use reasonable endeavours to provide access to Danti Pro and perform the Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.

If Danti Pro and/or the Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by: ( a ) you and/or your Representatives; ( b ) anyone other than us, our Affiliates or suppliers doing something, or not doing something, they need to do; ( c ) a Relief Event; or ( d ) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:

We shall have no liability for Losses that are attributable to any of those circumstances and/or events.

We shall be entitled to reimbursement of costs caused to us due to those circumstances and/or events; and

Any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).

Operation of Danti Pro Cloud

With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, personal right to:

Use Danti Pro Cloud for the Permitted Purpose; and

Copy and use the Documentation as strictly necessary for its use by Authorised Users of Danti Pro Cloud.

You acknowledge that access to Danti Pro Cloud may take up to five (5) Business Days from the Effective Date to initially set up and that use of Danti Pro Cloud is at all times subject to your compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements).

You shall ensure that only Authorised Users use Danti Pro Cloud and that such use is at all times in accordance with our Agreement. You shall ensure that Authorised Users are, at all times while they have access to Danti Pro Cloud, the employees or contractors of you.

You will keep a list of all Authorised Users and will notify us within five (5) Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such relationship is known in advance, we will provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.

You will ensure that the number of Authorised Users for Danti Pro Cloud does not exceed the number of Purchased Authorised Users Accounts for Danti Pro Cloud at any time. You are entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms of our Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.

Without prejudice to any other right or remedy of our, in the event you are in breach of clause 9.3 then:

The warranties in clause 12.7 shall cease to apply to Danti Pro Cloud for the duration of the period during which you are in breach of clause 9.3; and

Support Services shall be available for Danti Pro Cloud to you for the duration of the Agreement, to the extent and in the manner specified in the relevant Order.

We will use reasonable endeavours to notify you in advance of scheduled maintenance, but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

We may, in our absolute discretion, make, and notify you of, updated versions of the documents referred to in clause 2.6 or other documents referred to in any part of our Agreement (excluding in each case the Order) from time to time by any reasonable means which we elect (Update Notification). We will comply with our related obligations in our Privacy Policy.

The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of our Agreement from the date 14 Business Days after Update Notification of such revised document(s) (the Update) (or at such later date as we may specify).

In the event that you reasonably believe that any Update materially impacts you negatively in any manner, you may by notice elect to terminate our Agreement in respect of all impacted Services at the end of the Initial Term or Renewal Term (as applicable).

You acknowledge that we shall be entitled to modify the features and functionality of Danti Pro Cloud and/or the Services. We may, without limitation to the generality of this clause 11.4, establish new limits on Danti Pro Cloud and/or the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with Danti Pro Cloud or the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. We shall comply with our related obligations in our Privacy Policy.

With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, nontransferable, personal right to allow Authorised Users to download and use the Danti Pro App during the Term for the Permitted Purpose.

You will:

Inform us immediately if an Authorised User’s ID or password has, or is likely to, become known to an unauthorised person, or is being or may be used in an unauthorised way.

Prevent unauthorised access to Danti Pro.

Satisfy our security checks if a password is lost or forgotten.

Unless otherwise agreed with you:

We will invoice you for Charges relating to:

Access to Danti Pro Cloud or Danti Pro App and the provision of the Services in advance, on or following the date that is 60 days following the Effective Date and on the commencement of each Renewal Term.

Additional Authorised User accounts requested by you part way through a month or year, at the point of purchase on a pro-rated basis for the remainder of the relevant month or year. At the end of the relevant month or year, those Charges will then be rolled into those invoiced by us under clause 14.1.1.1.

You will pay each of our invoices:

All Intellectual Property Rights in and to Danti Pro Cloud and Danti Pro App (including in Documentation, Code and all Danti Materials) and the Services belong to and shall remain vested in us or our licensors (the Danti IPR). To the extent that you, any of your Affiliates or any person acting on your or their behalf acquires any Intellectual Property Rights in the Documentation, Code and all Danti Materials or any other part of Danti Pro Cloud, Danti Pro App or the Services, you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us or such third party as we may elect. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause 15.1.

We have no obligation to deliver any copies of any software to you in connection with our Agreement.

You and Authorised Users may be able to store or transmit Customer Data using Danti Pro Cloud or Danti Pro App and they may interact with Customer Systems. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of our direct and indirect sub-contractors) to use, copy and otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide Danti Pro Cloud, Danti Pro App or the Services or to exercise or perform our rights, remedies and obligations under our Agreement.

Otherwise to the extent specifically agreed by us or allowed by Applicable Law, you may not (nor permit others) to at any time:

Use the Danti IPR for any purpose other than that permitted by our Agreement.

Subject to clauses 16.2, 16.3 and 16.4, we will defend you from any damages awarded against you by a court of competent jurisdiction or agreed upon in settlement by us as a result of or in connection with any Infringement Claim.

Clause 16.1 is contingent on you:

Providing us with prompt written notice of the Infringement Claim.

Permitting us to fully control the defence and settlement of the Infringement Claim.

Refraining from entering into any settlement or compromise of any such Infringement Claim without our written agreement.

Customer Data shall at all times remain the property of you or your licensors.

Except to the extent we have direct obligations under data protection laws, you acknowledge that we have no control over any Customer Data hosted as part of the provision of Danti Pro Cloud and/or Danti Pro App and may not actively monitor or have access to the content of the Customer Data. You will ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with Danti Pro Cloud and/or Danti Pro App) complies with all Applicable Laws and Intellectual Property Rights.

If we become aware of any allegation that any Customer Data may not comply with acceptable use provisions or any other part of our Agreement, we shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from Danti Pro Cloud and/or Danti Pro App and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult you). Where reasonably practicable and lawful, we shall notify you before taking such action.

Except as otherwise expressly agreed in our Agreement, we shall not be obliged to provide you with any assistance extracting, transferring or recovering any data whether during or after the Term. You acknowledge and agree that you are responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of your business. You shall, without limitation, ensure that you back up (or procure the back up of) all Customer Data regularly (in accordance with your Authorised User’s needs) and extract it from Danti Pro Cloud and/or Danti Pro App prior to the termination or expiry of our Agreement or the cessation or suspension of Danti Pro Cloud and/or Danti Pro App.

We routinely undertake regular backups of Danti Pro Cloud and Danti Pro App (which may include Customer Data) for our own business continuity purposes. You acknowledge that such steps do not in any way make us responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, we shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

The terms Authorised Sub-Processors, Data Subject, Personal Data, Controller, Processor, Process, and Personal Data Breach shall each have the meaning given to them in the Data Protection Laws.

You agree to comply and will make sure your Authorised Users comply at all times with Data Protection Laws in connection with your use of Danti Pro Cloud and/or Danti Pro App and the use of any information you obtain in Danti Pro Cloud and/or Danti Pro App.

You warrant that you have provided each Authorised User with access to our Privacy Policy prior to their use of Danti Pro Cloud and/or Danti Pro App.

You agree to indemnify and keep us indemnified in respect of all Losses suffered or incurred by, awarded against or agreed to be paid by, us arising from or in connection with any failure by you to comply with Data Protection Laws and/or this clause 18.

Where Danti is a data controller of any Personal Data provided by you pursuant to your (and each Authorised User’s) access to and use of Danti Pro Cloud and/or Danti Pro App, our Privacy Policy applies to our processing of that Personal Data.

We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:

To meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information.

Because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.

The party receiving the Confidential Information in accordance with clause 19.1 will ensure that the people it discloses the information to in accordance with clause 19.1 comply with this clause 19.

Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 19.

The expressions 'adequate procedures' and 'associated with' shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.

Each of us will comply with the Bribery Act 2010, including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

All of that party’s personnel.

All others associated with that party.

All of that party’s sub-contractors involved in performing our Agreement also comply.

We may restrict or suspend any Service and/or your access to Danti Pro Cloud and/or Danti Pro App if:

You do not pay us any sums under our Agreement on time and in the way described in clause 14.

If we need to do Maintenance.

If we need to or reasonably believe we need to in order to protect the integrity or security of our Network, Danti Pro Cloud and/or Danti Pro App or any of the Services.

If we decide to restrict or suspend any Service and/or your access to Danti Pro Cloud and/or Danti Pro App for any of the reasons in clause 21.1, we will let you know as soon as we reasonably can.

Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice if:

The other party materially breaches our Agreement, and such breach cannot be remedied.

The other party materially breaches our Agreement, and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice.

The other party suffers an Insolvency Event.

We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement on the due date for payment.

On termination of our Agreement for any reason:

Your right (and each Authorised User’s right) to access Danti Pro Cloud and/or Danti Pro App (including the Danti Materials) will cease immediately.

You will delete Danti Pro App from all Devices and not export the data within Danti Pro App in whole or in part to your own IT environment and/or systems.

It will not affect any rights that either of us have up to that point.

You shall immediately pay us all our outstanding invoices.

We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.

We will both use the following dispute resolution process:

Whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents.

We will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days.

If the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).

Nothing in our Agreement excludes or limits the liability of either of us for:

Death or personal injury caused by either of us being negligent.

Fraud or fraudulent misrepresentation.

Any other liability that cannot be excluded or limited by Applicable Law.

Subject to clause 25.1, we will not be held liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any special, indirect or consequential loss or damage.

If we are affected by a Force Majeure Event, we will:

Not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event.

Have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.

If one of us needs to give the other notice, they will do it in writing, in English and:

Send it by email, in the case of notices from us to you only.

Deliver it by hand.

Send it by first-class post, recorded delivery, or courier.

Notices need to be sent to:

We may:

Assign the benefit of our Agreement to another entity or person by notifying you in writing.

Novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities, and liabilities will transfer to that Affiliate, and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement.

Subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.

The Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract, or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.