Terms & Conditions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: Documents OnLine Limited (UK Company Reg. 7877729) trading as Cloud B2B Solutions (“D.OL”, “we”, “us”, “provider” as the context requires ) means the system service provider;

“Client” or “you”, as the context requires, means the company named in the Client Information section of this Agreement;

‘’This Agreement” or “Service Agreement” means the Data Hosting / Systems & Services Agreement (Sales Order), the System Specification document or Change Management order forms.

“DNS” means Domain Name System, the Internet's system for converting alphabetic names into numeric IP addresses;

“IP Address” means Internet Protocol Address;

“URL” or “URLs” means Uniform Resource Locator, a reference to a web resource that specifies its location on a computer network and a mechanism for retrieving it;

“IT Infrastructure” means all computer servers, server infrastructure, network equipment and other information technology infrastructure and hardware, including file servers, facsimile servers, networks, computers, mobile devices, and peripherals;

“Warez” means software that has been illegally copied and made available;

“Concurrent License” or “Concurrent License Pool” means a license that is only used during an active session, meaning if a session is terminated or disconnects, the license is available again in the pool;

"SLA" means service level agreement;

“Client Website” means the provided system or web based user interface provided by D.OL to the Client;

“Client Data” means all data of the Client, including data provided by the Client to D.OL and all data within the supplied system;

“System Specification” or “Systems Specification” means the document and associated material (i.e. workflow diagrams, documentation or videos) that details functional requirements of the system;

“Support Bank” or “Support Bank Time” means the bank of time allocated to the Client for the purpose of providing metered support;

“Service Fee” or “Service Fees” means the monthly or annual fees set forth in the Service Agreement to be paid by Client to D.OL as consideration for the provision to Client of the Services.

“Development Fund” means a unit of discounted development time purchased by the Client at the time of ordering a system to fund ad-hoc custom development requirements provided by D.OL, as requested by the Client;

“Support Portal” or “Client Portal” means the online portal provided by D.OL to it’s Clients for the purpose of operating the Clients account, including online support ticket handling services.

“Change Management” means requests for changes by client, often for reasons of alterations in their business processes, that impact on the original supplied system, and that require development of the originally supplied system.

“Fair Trade License” means the period of time where license restrictions are not enforced (usually the first 3 months of service) for the purpose of determining actual level of license usage and commitment for subsequent service periods.

“Force Majeure Event”  means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority; collapse of buildings, fire, explosion or accident.

• DOL agree to grant a personal, non-transferable, and non-exclusive right to use the D.OL provided software described in the order above and as detailed in the System Specification, with the right for Client to sublicense solely to the Client named users.
  
  
• All software and related documentation and all copies thereof, (though, for the avoidance of doubt, not the Client Content (as defined below)) are and will remain the sole property of D.OL. The Client acknowledges that all Intellectual Property Rights in the software and related documentation belong and shall belong to D.OL and the Client shall have no rights in or to the software other than the right to use it in accordance with the terms of this Agreement. The Client will be entitled to the use and access to said software and documentation for the duration of the contract (min. 36months) as set out in the System Specification. For the purposes of this Agreement Intellectual Property shall mean patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
  
  
• The Client agrees to report any system faults that occur during the contract via the D.OL web support portal
  

D.OL shall provide the Services as set out in this Sales Order and System Specification. D.OL will provide web based access to the specified and agreed system hosted for the Client for the duration of the Agreement (which shall be a minimum of 36 months) subject to Clause 16 (Term and Termination). We will provide technical assistance when reasonably requested to do so via our web support portal. We may vary the detailed implementation of the Services at any time provided that the level of Services is not materially adversely affected.
We shall provide hosting of the detailed system which is set out in the System Specification and such data as you (the Client) upload to the system, subject to your obligations, in a UK data centre operating storage and back up and security standards as outlined on the D.OL website. D.OL will also back up the data centre stored information to a secure 3^rd party data centre (currently Fasthosts Cloud Backup using Acronis technology) for resilience.

You shall abide by the terms of the Agreement, observe all our instructions for the use of the Services which we may send to you from time to time.

You agree to notify us immediately you become aware of any problem with the Services via our web support portal.

If you ask us for assistance you shall make available to us: (a) employees with appropriate skills, knowledge and authority and (b) provide us with such facilities at your site as we may reasonably request to assist in performing our obligations hereunder.

You shall comply with all legislation and regulations including but not limited to those relating to the internet and data protection.

You represent, undertake and warrant to us that you will use the web site allocated to you (the “Client Website”) only for lawful purposes. In particular, you represent, warrant and undertake to us that:

You will not use the Client Website in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

You will not post, link to or transmit:

(a) any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.

(b) any material containing a virus or other hostile computer program.

(c) any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

We reserve the right to remove any material which we deem inappropriate from your web site without notice.

We do not host Warez or illegal content.

The material that you post on the Client Website (the “Client Content”) shall at all times, as between the parties, remain the property of the Client and nothing in this Agreement shall or shall be deemed to transfer the ownership of the Client Content to D.OL or any third party,  Save as to do so constitutes making a ‘copy’, the only right D.OL has to replicate the Client Content shall be in backing up the server on which the Client Website is hosted, or making a copy of a live system to a secure test server in order to resolve support issues reported by client or to facilitate development of changes requested by the Client. Otherwise D.OL shall have no right to make any copy of the Client Content or any part thereof.

You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your password or other security information.

You shall observe the procedures which we may from time to time prescribe and shall make no use of the IT infrastructure which is detrimental to our other clients.

Unless Client has opted to host the D.OL system themselves on their own IT infrastructure (additional costs and terms apply), Client will be accessing the D.OL system / service via the public Internet. Whilst D.OL can advise as to best standards in terms of broadband standards for Client to use, it will be the responsibility of the Client to ensure a suitable level of access via their internet service provider is available, in order to provide practical use and access of the D.OL hosted solution. D.OL can also provide details of software for Clients to use to test their connections, however D.OL is  not responsible for limitations of access to D.OL hosted systems, caused by poor internet connectivity, and this will not be the basis for termination of this Agreement, or withholding of due payments, at any time.

The Cloud B2B systems use a concurrent user license model. Initially Client in conjunction with CloudB2B, will agree a suitable level of licenses (min 3 for main PO, POPIA solutions) to commence service i.e. an agreed calculation of the total number of users that have access to the system versus the likely concurrent (same instant of access) usage.

In the first 60 days from go live date, access will not be restricted to the agreed number of concurrent licenses, but at the end of the 60 days period, the agreed license limit will be enforced automatically.

After the 60 days users trying to access the system above the concurrent license pool will get a ‘license pool exceeded’ message and will need to await the release of a license before gaining system access. Clients can check system usage via the Admin section tool set.

Clients can purchase additional concurrent licenses (min 1) at the user rates prevailing at any time, the cost of which will be automatically added to regular system billing.

The Super Admin License will be nominated to 1 user only (if purchased).

Service Fees shall be as set out in the Service Agreement (see Pricing & Terms). We reserve the right to increase the Service Fees, based on the current published RPI and up to an additional 2%, after an initial 12 month period, and we shall give you 30 days’ notice in writing of an increase. If the increase exceeds RPI plus 2% you may by notice in writing given within thirty days of the notification of increase terminate this Agreement on sixty day notice. We shall not increase the Service Fees more than once in any period of twelve months. If the increase relates to a change in the Services provided, we shall agree with you the amount of the increase prior to the commencement of the new Services. Service Fees are calculated as follows. For all plans, any applicable Service Fees are calculated on the amount of data being hosted and the number of registered users accessing the system at any time during the billing cycle, rounded up to the nearest full Gigabyte.
If applicable additional storage Gigabytes are charged and invoiced for monthly in arrears at the same pro-rata rate as the committed element, unless stated otherwise in the Service Agreement.

The Service Fee is charged monthly, invoiced 60 days in advance. Clients must pay all fees (set up / support / monthly license fees) on the date(s) prescribed by Standing Order or BACS. If client wishes to pay any invoiceable amount by any other method (e.g credit card), a handling fee of 2% will be added to any and all invoiced amounts to cover 3rd party charges, and will be applied for the duration of the agreement.

Any invoices for work outside the Systems Specification requested, handled under Change Management which are outside the monthly service charge, will be due for payment within 14 days of the date of the supply of the additional work and invoice date. With the exception of invoices genuinely in dispute, if you fail to pay any invoice on time, we reserve the right to charge you interest at the rate of 8% from the date of the invoice until payment and to suspend the provision of Services until you have paid all overdue invoices in full; if an account is suspended a flat fee of £50 for re connection will also be levied. You shall continue to be liable for the Service Fees during the period of suspension. You shall be liable for all expenses incurred in collecting charges that are in arrears, including solicitor’s fees on an indemnity basis.

All charges are quoted exclusive of value added tax, which shall be charged at the rate prevailing at the time of invoice.

All systems developed for Clients, based on the signed off Specification form, will be provided to clients in a test system format prior to agreeing a go live date (will exclude email functionality). This test system will be available for a limited number of specified client users for the purpose of confirming the agreed functionality. A period of 2 weeks will be allowed for such testing (from date of test system handover). At the end of the 2 weeks, Clients can continue with testing / evaluation, after the 2 weeks allowed, but will be charged for the full defined monthly user licenses and support agreed from the end of the 2 weeks. Clients will be required to sign off test systems before a go live date can be agreed.

You and we shall comply with the provisions of the Data Protection Legislation which shall mean: 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); 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.
In relation to data input into the system we have provided to you, such data will have been provided by yourselves at System Specification stage, for import to the supplied system or directly added to the system by yourselves. As such you are responsible as Data Controllers and Processors, for that data and it’s retention and validity in relation to the provisions of data protection legislation. In relation to data held by us (D.OL) in relation to your business, this is limited to that information supplied by you to us in performance of our business relationship with you and any such information shall be treated as confidential and not passed to any third party except in the case of a requirement by a legal body (e.g. fraud investigations).
Client themselves have full control via administration functionality for the change / addition / removal of users with access to the system, and the setting of relevant levels of access to the information contained in the system.

As providers of the software and where the system is hosted by us, we will maintain the security of the system via our current UK data centre partners (Microsoft Azure) and Fasthost Cloud Backup. We will advise you of any breach of security that may affect your system or the data held within it, immediately we are made aware of such breaches.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Client whilst accessing the software is both the controller and the processor.

Without prejudice to the generality of clause 10, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the D.OL for the duration and purposes of the Agreement.

Where D.OL is the processor of personal data as part of the provision of services under this Agreement, D.OL shall:

process that personal data only on the documented written instructions of the Client unless the D.OL is required by legislation to otherwise process that personal data.

Ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

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

Not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and appropriate safeguards are in place

Subject to your compliance with the terms of This Agreement, we warrant the Services will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks which are allocated to them. We do not warrant that the Services will be uninterrupted due to causes outside the control of D.OL e.g. availability of the Internet / web, noting however that all reasonable endeavors will be used to meet the agreed SLA. We may upgrade our data centre facilities and in order for you to benefit from this, you agree that we may relocate your services to alternative servers / platforms, within our data centres. We may also make changes to the provision of the Services, URLs and your IP addresses and may establish new procedures for the use of the Services. We may also make changes to DNS records or managed DNS servers as we deem necessary for the operation of the shared network infrastructure. In each case, we will give you reasonable advance notice and use reasonable endeavors to minimise the effect that such change will have on your use of the Services.

D.OL hereby acknowledges that Client Content shall include confidential information, including, but not limited to, confidential information concerning the Client’s staff / suppliers. Accordingly, D.OL confirms that it has in place and shall have in place throughout the term of this Agreement adequate and appropriate security measures to prevent Client Website security breaches.

Subject to the provisions of clause 7 (Our Obligations), all conditions, warranties and terms implied by statute or otherwise in respect of satisfactory quality, fitness for purpose or an ability to achieve a particular activity are hereby excluded.

The software support service is supplied based on an annual charge to support the system supplied as detailed on the System Specification. Any changes / additions to the software, or increase in licences may attract a proportionally higher support fee, current at the time.

If the Client elects for the installation of the system to an in house server Client provided server (which will attract additional costs for installation and annual support from published figures), where the Client or agent of the Client makes alterations (including location) to the supplied system or the network infrastructure on which the system is located, or introduce 3^rd party software to P.C.’s (including servers) supporting the supplied system, without reference to D.OL, then D.OL reserves the right to suspend or withdraw maintenance cover and charge for any required remedial action at the daily rate prevailing. Judgements in all such cases will be in conjunction with the Client, but at the final discretion of D.OL. Where reported software faults are found to have been caused by the failure of other hardware or systems not in the control of D.OL, or part of this support contract, then D.OL retain the right to charge for remedial work undertaken, at the day rate basis current at the time of the work done. Such work will be advised to Client at the earliest possible time, noting that in all instances D.OL’s responsibility will be directed to re-establishing the supplied system service as a priority.

All faults must be reported using the D.OL Client Portal site. Whilst D.OL will take calls or emails related to reported faults, remedial action can only be undertaken on receipt of the fault report via the Support Portal accompanied by related screen shots and other supporting information.

Software support shall include: support during office hours Monday – Friday 09:00 to 17:30 (BST), excluding Bank Holidays. System fixes to correct identified system software faults, will be non-chargeable.

Support tickets relating to all other requests e.g. changes to users, custom reports, departments, financial codes, roles and permissions / workflows etc. will be either deducted from the available Support Bank (based on time taken) or quoted under Change Management.

Each supplied system will have, as part of the annual support fee, a bank of time (Support Bank as stated on the Service Agreement) that can be used for any requests which are deemed minor system adjustments. This is monitored monthly and clients will be advised when a support bank falls to 30 mins; clients will at that point be requested to add additional time to the support bank (minimum of 30 minutes) at the rate prevailing at the time. If Clients decline to purchase additional support bank time, and the support bank falls to a level of 5 minutes then D.OL will suspend support until relevant funds are purchased. Issues that are system errors (faults in the software) will be handled as normal. In cases where client has a Development Fund (purchased separately) funds may at D.OL’s discretion be transferred to the Support bank to ensure continuity of support.

At the end of each year, any support bank time not used in that calendar year, will be transferred to Clients’ following years support bank, following payment of the annual support fee.

As part of this maintenance agreement Client will be entitled to generic system upgrades that are deemed to be relevant by both parties.

All system software faults will be categorised on receipt and response targeted accordingly:

High: Interpreted as crisis where business operation will be severely impacted within the current day and no   workaround exists or interpreted as where business operation is severely impacted, but a workaround exists.

Medium: System is still viable, but fault may limit some system functionality.

Low: Cosmetic or small functionality issue where little or no productivity impact to the business.

Target times to fix:

Note: Whilst the Company will use reasonable endeavours to meet (or even exceed) the target resolution times it cannot guarantee that such times will always be met.

All other operating systems and software are covered by the manufacturers separate warranties and agreements.

D.OL reserve the right to withhold support service in the case of non-payment of any outstanding invoices, or were the support bank has insufficient funds to complete work requested by the client.

This clause sets out the limit of our liability to you for breach of our obligations under this Agreement, or any misrepresentation, negligence or other wrongful act on our part called an “Act of Default”. We shall accept liability for damage for any other reason caused by an Act of Default up to a maximum aggregate liability not exceeding the total Service Fees paid by you during the period of twelve (12) months immediately preceding the date on which the event giving rise to the claim occurred. We shall not be liable for any indirect, consequential, or special loss arising from an Act of Default. Consequential loss includes loss of profits, loss of goodwill, loss of data and any type of special, indirect or other consequential loss or any loss arising from corruption of data due to the introduction of a virus or arising as a result of a problem with the internet unless you can demonstrate that it is due to our negligence or default. You confirm that you have read and understood this clause and understand that you should take out insurance cover for any losses beyond those set out in this clause. If you require us to take on any additional liability beyond that set out in this clause, then we will consider doing so upon agreement of an increase in the Service Fees to reflect such additional liability, which must be agreed in writing between you and us.

Each of the parties undertakes to the other to keep confidential and not use for its own purpose or anyone else all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received from the other party save that which is trivial or obvious, already in its possession other than as a result of a breach of this clause. D.OL shall be able to use relevant business information in the public domain or as agreed and granted by The Client for reasonable marketing or reference purposes. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees, authorised agents and sub-contractors. The provisions of this clause shall survive the termination of This Agreement.

This Agreement (being this and any subsequent authorised paperwork related to the supplied system) will run for an Initial Term of 36 months beginning on the Commencement Date – that is the date when the approved test system is made live (which may vary from the date of the signed Sales Order and System Specification) and ending on the day before the end of the initial Term. This Agreement will then automatically be renewed for a minimum additional 12 month period, unless either party gives not less than 90 days’ notice in writing to terminate, prior to the end date of the initial term or subsequent anniversary of each 12 month extension of service date.

This Agreement may be terminated forthwith by us if you fail to pay any amount due to us on or before the due date.

This Agreement may be terminated by you forthwith in the event the Client Website suffers a material security breach or in the event or in the event D.OL are in breach of the copying prohibition set out in clause 7 (Our Obligations) above.

This Agreement may be terminated forthwith by either party if the other commits any material breach of any other term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same. In the event that your use of the Services is materially adversely affecting the operation of the Services for other client users (“User Affect”), we may terminate this Agreement on 14 days’ notice save in the event of a technical emergency when we may immediately terminate or suspend this Agreement in which case we shall provide such notice to you via telephone and e-mail.

Either party may terminate this Agreement if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

Upon termination of this Agreement you shall cease to use the Services and deliver to us (if applicable) any software and documentation provided under this Agreement.

On termination of this Agreement or a relevant service agreement or both, as applicable, assuming all relevant subscription / other invoices are paid, Client shall be provided with the extraction of the Client Data stored to that date, as requested by the Client. D.OL shall provide this as an additional service that will be quoted for based on data size, export requirements, and format required, at the day rate prevailing at the time. Such work must be paid for in full in advance of the export process.

Should the Client wish to terminate use of the supplied system before the end of the minimum term (36 months) then the Client will be liable in full, for all relevant charges (monthly subscription, support and any other Change Management work carried out for the Client) from the date of notice of cessation of the use of the system, up to the end date of the initial 36 month or subsequent period agreement. D.OL will at that point submit a termination invoice based on immediate payment terms. Any data extract required will be carried out when termination payment has been received in full and will be as per the quotation at the time and will be on a pre-payment basis only.

A copy of our current terms and conditions can be found on our web site (cloudB2B.co.uk).

This Agreement (together with any documents referred to in this Agreement) constitutes the whole agreement between the parties relating to its subject matter and no variations to this Agreement shall be effective unless made in writing and signed by both parties.

Force Majeure:  Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 60 days' written notice to the affected party.

This Agreement may not be assigned by either party without the written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, you may not assign this Agreement to a direct competitor of ours. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement. No waiver by either party in respect of a breach shall operate as a waiver in respect of any subsequent breach. If any provision of this Agreement is wholly or partly invalid or unenforceable, then if by applying to it a restrictive interpretation it would not be invalid or unenforceable, that restrictive interpretation shall be applied to it subject to the part of the provision which is invalid or unenforceable shall be deleted and shall not affect the validity of the remainder of this Agreement.

This Agreement (including any non-contractual disputes) shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.