1.1 In these terms and conditions, the following expressions have the following meanings:
means all information that relates to a Party (or any of its businesses) (whether written, verbal or in any other form) and which is accessed or disclosed to the other Party in connection with the Contract, but excluding information that (a) is at the relevant time in the public domain (other than by virtue of a breach); (b) was received by the other Party from a third party who did not acquire it in confidence; or (c) is developed by the other Party without any breach of the Contract.
means the contract which comprises these General Subscription Terms and Conditions and the Data Processing Agreement, including any schedules, appendices and amendments hereto.
means the party specified in the requesting the supply of Software and Services from ConsentEye.
means the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are supplied to ConsentEye by the Customer and/or any End User in connection with the use of the Software and/or the provision of Services.
“Data Processing Agreement”
means the data processing agreement entered into between ConsentEye and Customer concerning ConsentEye’s processing of personal data on behalf of Customer forming part of the Contract, including schedules and/or appendices hereto.
means the documentation accessible online as part of the Software as amended and updated from time to time by ConsentEye.
means any natural persons being either (i) employees of Customer, (ii) third-party consultants working for Customer at Customer’s site, or (iii) users working at Customer’s clients, which have been individually created as users in the Software with individual user ID (e.g. with name and company reference etc.) and authorized by ConsentEye as users of the Software.
means any act, event, omission and/ or circumstance.
means the fees for the Software as described set out in the Order Form as amended from time to time in accordance with the Contract.
“Force Majeure Event”
means circumstances outside of a Party’s control, including but not limited to an act of God (including fire, flood, earthquake, hurricane or similar natural disaster), acts of government, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, civil unrest, rebellion, revolution, insurrection, military power or confiscation, terrorist activities, nationalization, government sanction, strikes or other labor conflicts, failures in (1) computer systems, (2) hardware, (3) telecommunications, (4) internet service provider or (5) hosting facilities, power shortages, hacking, denial of service attacks, nationwide blockage or embargo.
“General Subscription Terms and Conditions”
means this document specifying the terms and conditions for the Contract regarding e.g. Customer’s use of the Software and ConsentEye’s delivery of Services.
“Initial Subscription Term”
means the period commencing on the Subscription Effective Date and lasting12 months thereafter.
“Intellectual Property Rights” or “IPR”
means any and all patents, trademarks, trade names, copyright, moral rights, rights in design, rights in databases, know how and all or other intellectual property rights whether or not registered or capable of registration and subsisting in any part of the world together with all or any goodwill relating to them.
means the front sheet to which the General Subscription Terms and Conditions and the Data Processing Agreement are appended or the online form available through www.consenteye.com (as applicable) which sets out the commercial details relating to the Contract.
means ConsentEye and Customer.
means ConsentEye or Customer.
means Consent Systems Ltd, Reg no. 10895782, and the registered office of which is at 55 Station Road, Beaconsfield, Bucks, HP9 1QL.
means the services which ConsentEye agrees in writing to provide to the Customer as set out in the Contract.
means the software named “ConsentEye” and any related software and documentation provided to Customer by ConsentEye as set out in the Contract.
“Subscription Effective Date”
means the date on which the Software or Services are first made available to the Customer or such other date as specified on the Order Form, whichever is earliest.
means any twelve (12) months period commencing on the Subscription Effective Date or on the date of the annual anniversary of the Subscription Effective Date.
means the period where the Contract is in effect. The Term is defined in clause 20.1.
means the country or countries in which the Customer have the right to use the Software and Services (not including other countries regardless of where Customer and its subsidiaries, affiliates etc. are located) and as specified in the Order Form.
means any day other than a Saturday or Sunday or a public or bank holiday in England.