Termini

1 COMMENCEMENT

1.1 The Contract begins on the date that the Order is signed by both parties and shall continue for the duration specified in the Schedule unless LOGIDOT extends the Pilot by giving written notice to the Customer, or the Pilot is ended in accordance with this Contract.

2 BEFORE THE PILOT

2.1 Where the Pilot can only be provided as an addition to a LOGIDOT standard service, a valid contract must be in place with LOGIDOT for the provision of the LOGIDOT standard service. LOGIDOT’s standard terms and conditions will apply to the provision of the LOGIDOT standard service, details of which are set out in the Schedule. In the event of any conflict between LOGIDOT’s standard terms and conditions and this Contract, LOGIDOT’s standard terms and conditions will prevail.

3 DURING THE PILOT

3.1 Both Parties agree to make time available to proceed diligently with the Pilot, to provide the necessary resource, to provide the necessary facilities and take corrective actions as appropriate where incidents or faults are being detected during the Pilot. The Customer acknowledges that the Pilot service is under development. LOGIDOT does not guarantee that the Pilot service will be free from faults. The Customer agrees to report any faults to LOGIDOT promptly and LOGIDOT will try to repair any faults reported within a reasonable timescale.

Customer Equipment

3.2 Any Customer Equipment must be:

(a) technically compatible with the Pilot service and the LOGIDOT Components and not harm LOGIDOT’s network or another customers’ equipment;

(b) connected using the applicable LOGIDOT network termination point (if any) unless the Customer has LOGIDOT’s permission to connect by another means, and used in compliance with any relevant instructions, standards or laws; and

(c) adequately protected by the Customer against viruses and other security breaches.

Proper use

3.3 The Pilot service and the LOGIDOT Components must not be used:

(a) in any way that is unlawful or in contravention of any licence, code of practice, instructions or guidelines issued by a regulatory authority, third person’s rights or LOGIDOT’s Acceptable Use Policy.

(b) to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive; or

(c) in any way LOGIDOT considers is or is likely to be detrimental to the provision of the Pilot to the Customer or to any of LOGIDOT’s other customers.

3.4 The Customer will comply with LOGIDOT’s reasonable instructions regarding health, security, safety or the quality of the Pilot.

3.5 The Customer must not sell, charge, transfer, assign or sub- license the Pilot service and the LOGIDOT Components to anyone else or use it as security for a loan.

Security

3.6 The Customer is responsible for the proper use of User Security Details, if any, and must take all necessary steps to ensure they are kept confidential, secure and not made available to unauthorised persons.

3.7 If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform LOGIDOT immediately. The Customer must not change or attempt to change a username without LOGIDOT’s prior agreement.

3.8 LOGIDOT does not guarantee the security of the Pilot against unauthorised or unlawful access or use. If LOGIDOT believes there is or is likely to be a breach of security or misuse of either the Pilot service or the LOGIDOT Components LOGIDOT may:

(a) change and/or suspend the User Security Details (and notify the Customer that it has done this); or

(b) require the Customer to change the User Security Details.

Internet access

3.9 Where the Pilot allows access to the internet the Customer understands and agrees that use of the internet is at the Customer’s own risk.

Content

3.10 Where LOGIDOT provides the Customer with Content, the Customer’s use of that Content is at the Customer’s own risk. The Customer understands and agrees that:

(a) the Content may change from time to time;

(b) the Content can only be used for its own purposes and is protected by copyright, trademark and other Intellectual Property Rights. The Customer must not copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content;

(c) LOGIDOT does not guarantee the accuracy or completeness of the Content;

(d) some of the Content will have its own terms and conditions. These may be displayed online or elsewhere. If the Customer accesses this Content the Customer must keep to these terms and conditions; and

(e) access to any Content provided on a subscription basis as part of the Pilot will cease when the Pilot ends.

Operational changes

3.11 Occasionally, for operational reasons, LOGIDOT may:

(a) vary the technical specification of the Pilot service or the LOGIDOT Components;

(b) interrupt or suspend the Pilot. If this happens LOGIDOT will restore the Pilot as quickly as possible.

Indemnity

3.12 The Customer will indemnify LOGIDOT against any claims or legal proceedings that are brought or threatened against LOGIDOT by a third party because the Pilot service or the LOGIDOT Components is or has been used in breach of clause 3. LOGIDOT will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

4 PILOT DATA COLLECTION

4.1 The Customer agrees to:

(a) complete any questionnaires or other documents LOGIDOT may send to the Customer concerning the Pilot;

(b) participate in any interviews and discussion groups, progress meetings and reviews; and

(c) provide LOGIDOT with any information about the Pilot as LOGIDOT may reasonably require.

The Customer accepts that all the information arising from clauses 4.1(a), (b) and (c) is necessary for LOGIDOT to evaluate the Pilot.

4.2 LOGIDOT reserves the right to make the Pilot results public, whether as a combined set of Customer results or on a per Customer basis (or both) but if LOGIDOT wishes to name the Customer, LOGIDOT will ask for the Customer’s written consent, such consent not to be unreasonably withheld.

4.3 The Customer agrees that copyright in any information or designs arising from the Pilot will belong to LOGIDOT.

5 AFTER THE PILOT

5.1 LOGIDOT gives no undertaking to make the Pilot service commercially available after the Pilot has ended. Any product or service that LOGIDOT may make available following the Pilot will be subject to LOGIDOT’s standard terms and conditions.

5.2 At LOGIDOT’s option, instruction and expense, the Customer will either return any LOGIDOT Components to LOGIDOT or will make them available for LOGIDOT to collect.

5.3 LOGIDOT reserves the right to delete all Customer data from the Pilot service.

6 CHARGES AND PAYMENT

6.1 Any charges for the Pilot are detailed in the Schedule or Order.

6.2 LOGIDOT will send bills to the address notified by the Customer to LOGIDOT.

6.3 All charges are exclusive of VAT unless otherwise stated.

6.4 Payment is due on the date on the bill unless otherwise stated.

7 ENDING THE PILOT

7.1 The Pilot may be ended by either party on 7 days written notice to the other unless otherwise stated in the Schedule.

7.2 LOGIDOT may end the Pilot at any time without notice if:

(a) the Customer breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by LOGIDOT to do so. In this clause breach includes non-payment of any valid invoice by the due date; or

(b) LOGIDOT reasonably believes that the Pilot service or the LOGIDOT Components are being used in a way forbidden by clauses 3.2 - 3.8 and 3.10 (b). This applies even if the Customer is unaware that the Pilot service or the LOGIDOT Components are being used in such a way; or

(c) bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer’s assets or the Customer goes into liquidation.

8 LIMITATION OF LIABILITY

8.1 Neither the Customer nor LOGIDOT excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.

8.2 Neither the Customer nor LOGIDOT shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, or business interruption which may arise in relation to the Contract whether or not the Customer or LOGIDOT was advised in advance of the possibility of such loss or damage.

8.3 Neither the Customer nor LOGIDOT shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, loss of or damage to physical property, business interruption or for any other indirect or consequential loss or punitive damages which may arise in relation to the Contract whether or not the Customer or LOGIDOT was advised in advance of the possibility of such loss or damage.

8.4 Subject to clauses 8.1, 8.2 and 8.3 the Customer and LOGIDOT accept liability to the other in contract, tort (including negligence), breach of statutory duty or otherwise for direct loss limited to:

(a) £ 100,000 for loss of or damage to physical property in any period of 12 consecutive months; and

(b) for all other loss or damage, the greater of either

(i) £25,000; or

(ii) 125% of the amounts paid by the Customer under the Contract.

8.4 Subject to clauses 8.1, 8.2 and 8.3 the Customer and LOGIDOT accept liability to the other in contract, tort (including negligence), breach of statutory duty or otherwise for direct loss limited to:

8.5 Clause 8.4 will not apply to any obligation to pay charges or to clauses 9.5 and 9.6.

8.7 Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.

9 INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Intellectual Property

9.1 Except as expressly set out in the Contract, the Customer and LOGIDOT do not acquire any rights or licences to the other’s Intellectual Property Rights.

9.2 If software is provided as part of the Pilot, LOGIDOT grants the Customer for the duration of the Pilot a non-exclusive, non-transferable licence to use such software for the purpose of the Pilot. Unless otherwise agreed in writing, any licence granted by LOGIDOT under this clause 9.2 will end when the Pilot is ended.

9.3 If the Pilot includes software licensed by third parties who require the Customer to accept their terms of use, the Customer must keep to those terms.

9.4 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without LOGIDOT’s prior written consent, copy, de-compile or modify any software, copy manuals or documentation or permit anyone else to do so.

9.5 LOGIDOT will indemnify the Customer against all third party claims brought against the Customer, that the provision to the Customer by LOGIDOT of the Pilot service and the LOGIDOT Components infringe the Intellectual Property Rights of any third person.

9.6 The indemnity set out in clause 9.5 does not apply to infringements arising out of:

(a) use of the Pilot service and the LOGIDOT Components in conjunction with any equipment, software or any other service not supplied by LOGIDOT; or

(b) any modification which was not made or authorised by LOGIDOT and was carried out without LOGIDOT’s prior written consent; or

(c) the use of the Pilot service and the LOGIDOT Components other than in accordance with the terms of the Contract; or

(d) breach by the Customer of clause 3.10(d) or 9.3.

The Customer will indemnify LOGIDOT against all claims and proceedings arising from such infringements.

9.7 As a condition of the indemnities in clause 9.5 and 9.6 the indemnified party must:

(a) notify the indemnifying party promptly in writing of any allegation of infringement;

(b) make no admission relating to the infringement;

(c) allow the indemnifying party to conduct all negotiations and proceedings in respect of any such claims and give it all reasonable assistance in doing so (the indemnifying party will pay the other party’s reasonable expenses for such assistance); and

(d) where LOGIDOT is the indemnifying party allow LOGIDOT to modify the Service as set out in clause 9.8.

9.8 If the Pilot service or the LOGIDOT Components become, or LOGIDOT believes are likely to become, the subject of a claim of infringement of any Intellectual Property Rights LOGIDOT, at its option and expense, may secure for the Customer a right of continued use or modify or replace the product or service so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Pilot. If the indemnity offered by LOGIDOT in clause 9.5 applies and none of the remedies in this clause is available to LOGIDOT on reasonable terms, LOGIDOT may notify the Customer and end the Pilot without liability to the Customer.

Confidentiality

9.9 Except to the extent any disclosure is required by law LOGIDOT and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and LOGIDOT will not, without the written consent of the other, disclose such information to any person other than:

(a) their Group Company employees or professional advisers who need the information in order for the Customer or LOGIDOT to fulfil its obligations under the Contract; or

(b) in the case of the Customer, its employees to the extent necessary to participate in the Pilot; or

(c) in the case of LOGIDOT, the employees or professional advisers of its suppliers who need the information in order for LOGIDOT to fulfil its obligations under the Contract.

9.10 Information will not be treated as confidential if it is:

(a) in the public domain other than in breach of the Contract; or

(b) lawfully in the possession of the Customer or LOGIDOT before disclosure has taken place; or

(c) obtained from a third person who is free to disclose it; or

(d) replicated independently by someone without access or knowledge of the Information.

9.11 Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by LOGIDOT in connection with the Contract the Customer will:

(a) notify LOGIDOT immediately of the request; and

(b) give LOGIDOT at least five Business Days to make representations.

10 GENERAL TERMS

Matters Beyond Reasonable Control

10.1

(a) If the Customer or LOGIDOT is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.

(b) LOGIDOT will not be liable for failure to or delay in conducting the Pilot if:

(i) another supplier delays or refuses the supply of an electronic communications service to LOGIDOT and no alternative service is available at reasonable cost; or

(ii) legal or regulatory restrictions are imposed that prevent LOGIDOT from conducting the Pilot.

(c) If any of the events detailed in clauses 10.1(a) or 10.1(b) continue for more than three months the Customer or LOGIDOT may end the Pilot in whole or part by written notice to the other.

Transfer of Rights and Obligations

10.2 The Customer and LOGIDOT may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:

(a) The Customer may transfer its rights or obligations or both to a Group Company with the written consent of LOGIDOT, such consent not to be unreasonably withheld or delayed; and

(b) LOGIDOT may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.

Severability

10.3 If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.

Survival

10.4 Clauses 9.9 and 9.11 will survive the end of the Pilot for two years.

Entire Agreement

10.5 The Contract contains the entire agreement between the Customer and LOGIDOT and replaces all previous written or oral agreements relating to its content.

Waiver

10.6 A failure or delay by the Customer or LOGIDOT to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or LOGIDOT waives a right or breach of the Contract, that waiver is limited to the particular right or breach.

Rights of Third Parties

10.7 A person who is not the Customer or LOGIDOT (including an employee, the officer, agent, representative or subcontractor of the Customer or LOGIDOT) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.

Notices

10.8 Notices given under the Contract must be in writing and delivered to the following addresses unless otherwise stated in the Schedule:

(a) to LOGIDOT at the address shown on the bill or any address which LOGIDOT provides to the Customer for this purpose; or

(b) to the Customer at any one or more of the following: the address to which the Customer asks LOGIDOT to send bills or the address of the Site or the Customer’s primary email address or, if the Customer is a limited company, its registered office or its email address.

This clause does not apply to notices given under clause 6.2.

10.9 The Customer must inform LOGIDOT immediately if there is any change to any of the contact information the Customer provided to LOGIDOT.

Law and Jurisdiction

10.10 The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.

Data Protection

10.11 The Customer and LOGIDOT will comply with its respective obligations under the provisions of Regulation (EU) 2016/679 (the “GDPR”) and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract and references in this Condition to “Data Processor”, “Data Controller” and “Personal Data” shall have the meanings defined in the GDPR. Each party shall comply with its respective obligations under the provisions of the Data Protection Legislation and references in this Condition to “Data Processor”, “Data Controller and “Personal Data” shall have the meanings defined in the Data Protection Legislation. This Condition shall only apply to provision of the LOGIDOT Services. The Customer and LOGIDOT will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.

10.12 Subject to any and all applicable data protection legislation including, but not limited to, the GDPR (“Data Protection Legislation”) and the terms of LOGIDOT's privacy policy (as amended from time to time (“Privacy Policy”), LOGIDOT shall be entitled to use the Personal Data of the Customer as lawfully required by LOGIDOT to enable LOGIDOT to complete its obligations under this Agreement. Subject to all applicable data protection legislation including the Data Protection Legislation, LOGIDOT shall be entitled to use the Personal Data as lawfully required by LOGIDOT to enable LOGIDOT to successfully complete its obligations under this Agreement.

10.13 LOGIDOT and the Customer agree that LOGIDOT shall be a Data Controller when processing Personal Data in accordance with this Agreement. LOGIDOT and the Customer agree that they shall at all times during the continuation of this Agreement and as necessary thereafter, comply with the provisions of the Data Protection Legislation.

Customer’s Instructions

10.14 LOGIDOT may take instructions from a person whom it thinks, with good reason, is acting with the Customer’s permission.

11 DEFINITIONS

11.1 In this Contract the following terms have the meanings shown next to them:

“Contract” means the following documents, in order of precedence

(a) the Conditions;

(b) the Schedule;

(c) the Order;

(d) the charges schedule (if any); and

(e) any other documents expressly incorporated by any of these documents or by agreement between the Customer and LOGIDOT

“Business Day” means any day which is customarily regarded in the country or locality in which the Pilot service is being provided as a day when business is undertaken, excluding national, public, or bank holidays. If the day on or by which anything is to be performed is not a Business Day, it must be done on or by the following Business Day.

“Content” means applications, data, information, video, graphics, sound, music, photographs, software or any other material.

“Customer Equipment” means any equipment, including any software, for use with the Pilot that is not part of LOGIDOT’s network and which is owned or controlled by the Customer.

“Group Company” means a subsidiary or holding company including a holding company, or a subsidiary of any such holding company, all as defined by Section 1 of the Companies Act 2006 and as subsequently re-enacted.

“Intellectual Property Rights” means any patent, petty patent, registered design, copyright, design right, database right, rights in designs, invention, semiconductor topography right, know-how, or any similar right exercisable in any part of the world and including any applications for the registration of any patents or designs.

“Order” means a LOGIDOT order form which has been filled out with all necessary information required by LOGIDOT and signed by both parties.

“Schedule” means the schedule to these Conditions setting out the detail of the Pilot.

“Site” means the place(s) at which LOGIDOT provides the Pilot service to the Customer.

“Pilot” means the trialing of the Pilot service by the Customer as set out in the Schedule.

“Pilot service” means the service stated in the Schedule.

“User” means anyone who is permitted by the Customer to use or access the Pilot service.

“User Security Details” means any IDs, user names, personal identification numbers and passwords.