Agreement Overview
1. The Agreement
1.1. These terms and condi1ons (T&Cs) apply to the provision of Services via www.centrus360.com.
2. Duration and termination
2.1. The Agreement starts when the Customer first accesses the Services.
2.2. The Agreement continues until either party terminates the Agreement by notifying the other party in writing.
2.3.Either party may terminate the Agreement immediately by giving written notice to the other party if the other party materially breaches the Agreement.
2.4. Centrus360 may terminate the Agreement immediately if the Customer does not pay any amount due to Centrus360 under the Agreement on the due date for payment and the Customer remains in default 7 days after being notified of the failure to make payment.
2.5. On termination of the Agreement for any reason:
2.5.1. the Customer must pay the Fees in full for the Services up to and including the termination date;
2.5.2. no refund will be due to the Customer in respect of credits for Services unused as at the termination date;
2.5.3. all licences granted to the Customer under the Agreement terminate and the Customer must immediately stop using the Services; and
2.5.4. any part of the Agreement which, by its nature, should survive termination will continue in force.
2.6. Within 60 days after termination of the Agreement, the Customer may notify Centrus360 to request a copy of Centrus360's most recent back-up of the Customer Data. Within 30 days after receiving the notice and conditional on the Customer having paid any Fees due to Centrus360 in full (whether or not resulting from termination), Centrus360 must deliver the back-up to the Customer in Centrus360's standard format. If the Customer does not notify Centrus360 within the 60-day period, Centrus360 may destroy or otherwise dispose of the Customer Data.
3. Services
3.1.Centrus360 must provide the Customer during the term of the Agreement, solely for the Customer's internal business operations:
3.1.1. the non-transferable right to access the part of the Centrus360 platform included within the solution purchased by the Customer (OnDemand, Core, Business, Business+ or Enterprise) (Hosted Services);
3.1.2. any legal support services agreed by the parties in writing (Legal Support Services);
3.1.3. technical support services in accordance with Centrus360's standard practices (Technical Support Services)(together, the Services).
3.2. Centrus360 must provide the Services with reasonable skill and care.
3.3. Centrus360 must use reasonable efforts to maintain the availability of the Hosted Services, but does not guarantee 100% availability.
3.4. If Centrus360 agrees to provide services outside the scope of the Services, Centrus360 may charge the Customer for these additional services on a time and materials basis. Centrus360 is not required to provide additional services unless the Customer has first approved Centrus360's quotation in writing.
3.5. The Customer must take all reasonable steps to enable Centrus360 to provide the Services and perform its other obligations under the Agreement. If the Customer fails to do so or otherwise prevents or delays Centrus360 from performing its obligations under the Agreement, Centrus360 is not in breach of the Agreement and is not liable to the Customer for the delay or failure to perform the affected obligations.
3.6. By using any integration enabled by the Hosted Services, the Customer agrees to be bound by the terms of the integrated website or platform’s terms.
4. Fees
4.1. The Customer must pay to Centrus360 the Fees at the time of purchase of the Services and on each automatic renewal date.
4.2. All amounts set out in the Agreement are exclusive of VAT and other taxes, which the Customer must pay to Centrus360 in addition to and at the same time as the Fees.
4.3. Centrus360 will invoice the Customer for the Fees within 7 days of purchase or renewal (as applicable).
4.4. If there is an error in an invoice, the Customer must notify Centrus360 within 7 days after the invoice date. After this date, the invoice is deemed to be correct.
4.5. The Customer must make all payments under the Agreement in full, without any deduction, set-off, withholding or counterclaim (except for any deduction or withholding required by law. If the Customer is required by law to make a deduction or withholding, the Customer must increase the payment amount so that the net amount Centrus360 receives is the same as the amount Centrus360 would have received but for the deduction or withholding required by law.
4.6. If the Customer does not pay the Fees in full on the due date for payment, then:
4.6.1. Centrus360 may suspend the Customer's account and access to all or part of the Services until payment is received in full; and
4.6.2. Centrus360 may charge interest on the overdue amount, calculated daily at an annual rate of 8 percentage points per annum above the then-current base rate of the Bank of England (https://www.bankofengland.co.uk/monetary-policy/the-interest-rate-bank-rate) from the due date until payment (whether before or after judgment).
4.7. If the Customer exceeds the user or contract limits specified by Centrus360 at the time of purchase, Centrus360 may invoice the Customer for, and the Customer must pay, a pro rata increase in the Fees reflecting the increased users and contracts until the end of the then-current contract year.
4.8. The Fees may be increased by Centrus360 at any time on 30 days written notice.
5. Conditions of use
5.1. The Customer must:
5.1.1. cooperate reasonably with Centrus360 in connection with the Agreement;
5.1.2. provide Centrus360 with any access and information Centrus36Q reasonably requires to provide the Services (for example, security access information and configuration information);
5.1.3. comply with applicable laws in connection with the Agreement;
5.1.4. obtain and maintain all licences, consents and permissions necessary for the Customer to access the Services;
5.1.5. use reasonable efforts to prevent unauthorised access to, or use of, the Services. If the Customer becomes aware of any unauthorised access or use, the Customer must notify Centrus360 promptly.
5.2. The Customer must not:
5.2.1. except as permitted by applicable law which cannot be excluded:
5.2.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or part of the Services;
5.2.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or therwise reduce to human readable form all or any part of the Services; or
5.2.1.3. access all or any part of the Services to build a product or service that competes with the Services; or
5.2.1.4. commercially exploit the Services or make them available to anyone except the Customer's authorised users; or
5.2.1.5. attempt to obtain, or help anyone else obtain, access to the Services other than as provided for in the Agreement; or
5.2.1.6. unless otherwise agreed in writing, allow individuals to share login credentials (for example, by using a generic email address that more than one person uses to access the Services); or
5.2.1.7. use the Services in any illegal way or any way that causes damage or injury to any person or property; or
5.2.1.8. use the Services to access, store, distribute or use any malware or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, or is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability.
5.3. Centrus360 may remove or disable the Customer's access to any material that does not comply with the conditions of use in this clause 5.
6. Intellectual property
6.1. The Customer or its licensors own all IP in the Customer Data and any data that is derived rom the Customer Data and provided to the Customer as part of the Services.
6.2. The Customer grants to Centrus360 a worldwide, non-exclusive, royalty-free licence to:
6.2.1.access and use the Customer Data and any other information provided by the Customer to perform and improve the Services
6.2.2. reproduce the Customer's name and logo in marketing and promotional materials (including on Centrus360's website) in compliance with any reasonable brand guidelines that the Customer notifies to Centrus360 from time to time
6.3. Centrus360 may sublicense the rights granted above to its agents and contractors, in each case solely to the extent necessary to enable Centrus360 to perform and improve the Services and to reproduce the Customer's name and logo in Centrus360's marketing and promotional materials (as applicable).
6.4. The Customer warrants that it is entitled to grant the licence in clause 6.2 and that Centrus360's use of those rights in accordance with the Agreement will not infringe anyone else's rights.
6.5. Centrus360 or its licensors own all IP in:
6.5.1. the Services and any improvements, enhancements or modifications to them;
6.5.2.the Centrus360 name and logo; and
6.5.3. all deliverables and work product (including drafts) created in providing the Legal Support Services.
6.6. Unless expressly permitted under the Agreement, the Customer may not use any of Centrus360's IP without Centrus360's prior written consent.
6.7. If the Customer becomes aware of any infringement or misappropriation of Centrus360's IP, the Customer must promptly notify Centrus360. At Centrus360's expense, the Customer must assist Centrus360 by taking reasonable steps to defend Centrus360's IP, but the Customer may not start legal proceedings to do so of its own accord.
7. Data protection
7.1. Both parties must comply with Applicable Data Protection Laws in connection with the Agreement and the DPA.
7.2. The Customer consents to Centrus360 storing and accessing information in the terminal equipment used by the Customer's personnel to access the Services for the purpose of gathering information relating to the provision, use and performance of the Services (Usage Data).
7.3. During and after the Agreement, Centrus360 may:
7.3.1.use Usage Data to improve the Services and for development, diagnostic and correction purposes connected with the Services and Centrus360's other offerings similar to the Services;
7.3.2.use Usage Data in connection with its business of providing the Services and services similar to the Services, including to train machine learning algorithms (on an aggregated and anonymised basis) and for its other data processes; and
7.3.3. disclose Usage Data to others, in each case solely in aggregated, anonymised form and to the extent reasonably necessary for proper performance of Centrus360's business of providing the Services and services similar to the Services.
8. Disclaimers
8.1. Centrus360 is not a law firm and is not regulated as one. Centrus360's personnel are not the Customer's lawyers and do not provide regulated legal advice on which the Customer or any third-party can rely. The Customer's use of the Services does not create a lawyer-client relationship.
8.2. Centrus360 does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.3. Centrus360 is not responsible for delays, delivery failures, or any other loss or damage caused by the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Services are subject to limitations, delays and other problems inherent in the use of communications networks and facilities.
8.4. Centrus360 does not control the content of the Customer Data and does not warrant the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of the content of the Customer Data.
8.5. Centrus360 is not responsible for any loss, destruction, alteration or disclosure of Customer ata caused by any third party, except those third parties engaged by Centrus360 to maintain and back up Customer Data.
8.6. Centrus360 may update or maintain the Hosted Services at any time.
8.7. Except as expressly provided in the Agreement:
8.7.1. Centrus360 is not liable for any loss or damage caused by errors or omissions in any Customer Data; and
8.7.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
9. Indemnities
9.1. The Customer must defend, indemnify and hold harmless Centrus360 and its group ompanies against claims, actions, proceedings, losses, damages, expenses and costs Customer's use of the Services, conditional on:
9.1.1. Centrus360 notifying the Customer promptly of any relevant claim
9.1.2. Centrus360 cooperating reasonably with the Customer, at the Customer's expense, in the defence and settlement of any relevant claim; and
9.1.3. Centrus360 giving the Customer sole authority to defend or settle any relevant claim.
9.2. Centrus360 must defend the Customer against any claim that the Services (excluding the Al Features and any Content) infringe any patent effective as of the Effective Date, copyright, trade-mark, database right or right of confidentiality and must indemnify the Customer against any amounts awarded against the Customer in judgment or settlement of the claim, conditional on:
9.2.1. the Customer notifying Centrus360 promptly of the claim;
9.2.2.the Customer cooperating reasonably with Centrus360, at Centrus360's expense, in the defence and settlement of the claim; and
9.2.3.the Customer giving Centrus360 sole authority to defend and settle the claim.
10. Limits on liability
10.1. References to liability in this clause 10 include every kind of liability arising under or in connection with the Agreement and use of the Services, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2. Nothing in the Agreement limits the Customer's obligations to pay the Fees.
10.3. Nothing in the Agreement limits any liability that cannot legally be limited, including liability for:
10.3.1. death or personal injury caused by negligence; or
10.3.2. fraud or fraudulent misrepresentation.
10.4. Subject to clause 10.3, Centrus360's total liability to the Customer under or in connection with the Agreement and use of the Services during each Contract Year will not exceed the cap.
10.5. Subject to clauses 10.2 and 10.3, the Customer's total liability to Centrus360 under or in connection with the Agreement during each Contract Year will not exceed the cap.
10.6. For the purpose of clauses 10.4 and 10.5, the cap is an amount equal to 100% of the Fees paid by the Customer in the Contract Year in which the liability arose.
10.7. Subject to clauses 10.3 and 10.4, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.
10.8. Unless the Customer notifies Centrus360 that it intends to make a claim within 28 days after the event giving rise to the claim, Centrus360 will have no liability for that event. The Customer's notice must identify the event and grounds for the claim in reasonable detail.
11. Confidentiality
11.1. The parties must only disclose Confidential Information to each other if it is necessary to do so.
11.2. Subject to clause 11.3, the Receiving Party must:
11.2.1. treat in confidence all Confidential Information;
11.2.2. not disclose in whole or in part Confidential Information to anyone who is not a party to the agreement; and
11.2.3. apply at least the same measures for the purpose of ensuring the confidentiality of onfidential Information as it applies to its own confidential information, which must be at least a reasonable standard.
11.3. A Receiving Party may disclose Confidential Information:
11.3.1. to its group companies and to its and their employees, officers, representatives or advisors to the extent required for the proper performance of the Agreement (conditional on those recipients being told about the confidential nature of the Confidential Information and the Receiving Party ensuring that they comply with clause 11.2 as if they were parties to the Agreement); and
11.3.2. to the extent required to do so by law, but only if the Receiving Party (if it is lawful to do so) notifies the other party as far as reasonably prcticable in advance that the disclosure will be made.
12. Notices
12.1. Any notice given to a party under or in connection with this Agreement must be in writing and must be:
12.1.1. delivered by hand or next working day delivery service at its principal place of business; or
12.1.2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
12.1.2.1. Centrus360: subscriptions@centrus360.com; and
12.1.2.2. Customer: any email address used by the Customer's personnel to contact Centrus360.
12.2. Any notice is deemed received:
12.2.1. if delivered by hand, at the time the notice is left at the proper address; or
12.2.2. if sent by next working day delivery service, at 9.00 am local time on the second working day after posting in the location of receipt; or
12.2.3. if sent by email, at the time of transmission, or, if this time is outside business hours (9.00am to 5.00pm) on a working day in the place of receipt, when business hours resume.
12.3. This clause 12 does not apply to the service of any proceedings or other documents in any legal action, arbitration or any other method of dispute resolution.
13. General legal terms
13.1. Centrus360 is not in breach of the Agreement or otherwise liable if it is prevented or delayed from performing its obligations under the Agreement because of circumstances beyond its reasonable control. Centrus360 must notify the Customer if these circumstances occur and, if they continue for 30 days or longer, then the Customer may terminate the Agreement immediately by notifying Centrus360.
13.2. Except in the case of a business sale, merger, acquisition or corporate reorganisation, neither party may assign or otherwise create any interest in any of its rights or obligations under the Agreement without the prior written consent of the other party.
3.3. The Agreement is the entire agreement between the parties relating to its subject atter and supersedes anything previously passing between them relevant to that subject matter.
13.4. Each party acknowledges that, in entering the Agreement, it does not rely on anything that is not set out in the Agreement.
13.5. Centrus360 may vary this Agreement by publishing updated terms on its website, or by notifying the Customer. No other variation of the Agreement is effective unless it is in writing and signed by the parties.
13.6. No failure or delay by a party to exercise any right or remedy provided under the Agreement or at law constitutes a waiver of that or any other right or remedy, nor does it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy precludes or restricts the further exercise of that or any other right or remedy.
13.7. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification or deletion under this clause 13.7 does not affect the validity or enforceability of the rest of the Agreement.
13.8. The Agreement may be executed in counterparts, each of which when executed constitutes a duplicate original, but the counterparts together constitute the same agreement.
13.9. Nothing in the Agreement is intended to establish any partnership or appoint either party the agent of the other, or otherwise authorise either party to commit the other in ny way whatsoever. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
13.10. A person who is not a party to the Agreement does not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
13.11. The construction, validity and performance of the Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.
14. Definitions and interpretation
14.1. In the Agreement, the following definitions apply:
Agreement is defined in clause 1.1.
Centrus360 means Centrus360 Technologies Limited, a company incorporated in England and Wales under company number 16487337 whose registered office is at Wimbledon Quarter, 4 Queen's Road, London England SW19 8ND.
Confidential Information means all information which is by its nature confidential, or which is marked as such, that is received by a party (Receiving Party) from the other party in connection with the Agreement, other than (i) information that was rightfully in the possession of the Receiving Party before disclosure by the disclosing party; or (ii) information that is in the public domain other than as a result of a breach of the Agreement by the Receiving Party.
Contract Year means a 12-month period beginning on the date the Customer first purchased the Services.
Customer means the customer that accesses the Services.
Customer Data means the data inputted by or on behalf of the Customer or its authorised users for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Laws means (i) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer is subject, which relates to the protection of personal data; or (ii) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
DPA means the data processing agreement set out in Schedule 1.
eIDAS Regulation means Regulation (EU) 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.
EU GDPR means the General Data Protection Regulation ((EU) 2016/679).
Fees means the fees published at www.centrus360.com/pricing or otherwise agreed in writing between Centrus360 and the Customer and any other fees agreed by the parties in writing for additional services.
Hosted Services is defined in clause 3.1.1.
IP means any intellectual property rights of any kind, whether registered or unregistered, and including applications, renewals, extensions, and rights to claim priority, in each case anywhere in the world.
Legal Support Services is defined in clause 3.1.2.
Party means the Customer or Centrus360 and parties means both of them.
Personal Data is defined in the DPA.
Receiving Party is defined in the definition of Confidential Information.
Support Services is defined in clause 3.1.3.
Technical Support Services are defined in clause 3.1.
UK GDPR is defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Usage Data is defined in clause 7.2.
14.2. In the Agreement, the following rules of interpretation apply:
14.2.1. Headings do not affect the interpretation of the Agreement.
14.2.2. Words in the singular include the plural and vice versa.
14.2.3. References to one gender include all genders.
14.2.4. References to any enactment are to that enactment as amended or re-enacted from time to time, and including any secondary legislation made under that enactment.
14.2.5. References to clauses are to clauses in this Agreement and to the Schedules are to the Schedules to this Agreement and to paragraphs are to paragraphs in the Schedules. The Schedules have effect as if set out in full in the body of the Agreement and any reference to the Agreement includes the Schedules.
14.2.6. The terms including, include, in particular, for example and other similar terms are illustrative and do not limit the sense of the words preceding them.
14.2.7. A reference to written or in writing includes email but not fax, SMS, WhatsApp or any other social media.
Schedule 1 – Data Processing Agreement
1. Purpose
1.1. This DPA governs the processing of personal data by Centrus360 in connection with the Agreement in the capacity of a processor on behalf of the Customer (Personal Data).
1.2. In this DPA, the following definitions apply:
1.2.1 an adequate country means a country or territory that is recognised under Data Protection Laws as providing adequate protection for processing Personal Data;
1.2.2. the terms controller, data subject, personal data breach, process, processing, processor, and supervisory authority are defined in Data Protection Laws; and
1.2.3.a sub-processor is another processor engaged by Centrus360 to process Personal Data.
1.3. The parties agree that for the purposes of Data Protection Laws, the Customer is the controller of the Personal Data and Centrus360 is the processor.
1.4. The Appendix to this DPA sets out the scope, nature and purpose of processing by Centrus360, the duration of the processing and the types of personal data and categories of data subject.
2. Customer obligations
2.1. The Customer instructs Centrus360 to process Personal Data in accordance with this DPA.
2.2. The Customer is responsible for providing all notices and obtaining all consents, licences and legal bases required to allow Centrus360 to process Personal Data.
3. Centrus360 obligations
3.1. Centrus360 must:
3.1.1. only process Personal Data in accordance with this DPA and the Customer's instructions (unless legally required to do otherwise);
3.1.2. not sell, retain or use any Personal Data for any purpose other than those permitted by the Agreement;
3.1.3. inform the Customer immediately if (in Centrus360's opinion) the Customer's instructions break Data Protection Laws;
3.1.4. use appropriate technical and organisational measures when processing Personal Data to ensure a level of security appropriate to the risk involved, as described in Centrus360's Information Security Policy from time to time;
3.1.5.notify the Customer without undue delay after becoming aware of a personal data breach affecting the Personal Data and provide the Customer with reasonable assistance as required under Data Protection Laws in responding to it;
3.1.6. ensure that anyone authorised by Centrus360 to process Personal Data is committed to confidentiality obligations;
3.1.7. without undue delay, provide the Customer with reasonable assistance at the Customer's expense with:
3.1.7.1. data protection impact assessments;
3.1.7.2. responses to data subjects' requests to exercise their rights under Data Protection Laws; and
3.1.7.3. engagement with supervisory authorities;
3.1.8. maintain records of processing activities carried out on the Customer's behalf as required by Data Protection Laws;
3.1.9. allow for audits by making available to the Customer on request an audit report, which the Customer must treat confidentially (and the Customer may not exercise this right more than once per year);
3.1.10. return Personal Data on your written request or delete Personal Data at the end of our relationship in accordance with clause 2.6, unless retention is legally required.
4. Compliance with laws
4.1. Each party must comply with Data Protection Laws in connection with the Personal Data.
5. Sub-processing
5.1. The Customer authorises Centrus360 to engage sub-processors when processing Personal Data.
5.2. Centrus360 must:
5.2.1. require its sub-processors to comply with obligations equivalent to its own under this DPA; and
5.2.2. inform the Customer of any intended additions or replacements of sub-processors to enable the Customer the opportunity to object (but if the Customer does object and can't demonstrate to Centrus360's reasonable satisfaction that the objection is due to an actual or likely breach of Data Protection Laws, then the Customer indemnifies Centrus360 and its group companies for any losses, damages, costs (including reasonable legal fees) and expenses they suffer in accommodating the objection).
5.3. Centrus360 is liable to the Customer for any acts and omissions of its sub-processors that vould breach Centrus360's obligations under this DPA if they were a party to it.
6. International data transfers
6.1. The Customer agrees that Centrus360 may transfer Personal Data outside of the European Economic Area or United Kingdom as required to perform the Services, as long as Centrus360 ensures that all transfers comply with Data Protection Laws. For this purpose, the Customer must comply with any reasonable request Centrus360 makes, including any request to enter into standard data protection clauses adopted by the European Commission from time to time (where the EU GDPR applies) or adopted by the UK nformation Commissioner from time to time (where the UK GDPR applies).
Appendix - Data processing information
1. Subject matter of processing
Centrus360's provision of the Services to the Customer
2. Duration of the processing
The duration of the Agreement, plus up to 60 days afterwards (unless otherwise agreed in writing between the parties).
3. Nature and purpose of the processing
To provide the Services (including the Hosted Services) to the Customer.
4. Type of personal data
Personal data contained in contracts processed by the Hosted Services, including contact details, signatures and personal data of contract counterparties.
IP addresses.
Geolocation information.
User device information.
Comments and activity within the Hosted Services.
5. Categories of data subjects
Services users.
Signatories and counterparties to contracts (including external signatories).
Anyone whose personal data is included in contracts or other documents processed via the Hosted Services.
6. Technical and organisational security measures
Described in Centrus360's Information Security Policy.