This Agreement is made between Paralogic Networks Ltd trading as Paralogic IT (Reg No. 04569856) of 3 Bell Business Park, Smeaton Close, Aylesbury, Bucks, HP19 8JR (the Company), and the Customer, as specified in the Proposal, jointly referred to as “the Parties”.
The Company agrees to provide cloud backup & recovery Services to the Customer as specified under this Agreement.
“Charges” means those charges for the Services as laid out in the Proposal.
“Effective Date” means the date the Customer signs the Proposal.
“Initial Term” means the twelve-month period starting on the Service Commencement Date.
“Proposal” means the quotation document provided by the Company and accepted by the Customer.
“Service Commencement Date” means the date when the Service has been provisioned.
“Service(s)” means the services provided under this Agreement by the Service Provider including, but not limited to cloud backup and recovery services, updates, revisions and modifications as determined by the Service Provider from time to time.
“Service Provider” means Acronis International GmbH.
“Subscription Term” means a twelve (12) calendar month period starting on an anniversary of the Service Commencement Date.
“Customer” refers to users of the Services
By using the Services the Customer accepts the terms of this Agreement and the Acronis Software License Agreement that governs the use of the Acronis Software.
All Services are subject to Paralogic’s Terms of Business, including but not limited to pricing (where applicable) set forth in the Proposal.
Cloud Backup is an online data backup and recovery service.
The Service Provider will implement commercially reasonable administrative, physical and technical measures, including disaster recovery procedures designed to secure the Service against accidental or unlawful loss, access or disclosure.
For the avoidance of doubt, unless specifically listed in the Proposal, the recovery of application software or lost or corrupt data, including loss due to computer virus infection or cyber attack, is not within the scope of the Services and will be subject to additional charges.
The Company and the Service Provider has no liability to any third party for any reason as a result of any unauthorized disclosure or access to the Customer’s account as a result of Customer’s misuse, loss or theft of any Customer password or username.
The Company will provide the Customer with technical support including identifying and solving problems related to migration services, escalating problems and requests according to established procedures, maintaining accountability and ownership of trouble tickets and providing closed looped contact with the Customer to verify final solutions and determine satisfaction levels.
Both parties will comply with all applicable requirements of any data protection legislation from time to time in force in the UK including the General Data Protection Regulation (GDPR), Data Protection Act 2018 or any successor legislation.
The parties acknowledge that for the purposes of this Agreement, the Customer is the data controller and the Service Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the GDPR).
Each Party undertakes to perform its obligations under this Agreement with reasonable care and skill and in a manner that does not infringe, or constitute any infringement or misappropriation of, any IPR of any third party.
The Company will have no liability for the unavailability of or delays to the Services arising from any act or omission of any internet and/or connectivity service provider, errors in software or hardware, or delays or unavailability arising as a result (in part or in whole) of causes beyond the Company’s reasonable control, including but not limited to non-availability of spares or parts, labour disputes, or delays or defaults of suppliers and/or sub-contractors.
Neither Party will be liable under this Agreement in contract, tort or otherwise for any loss of profits, revenue, or anticipated savings; loss of or damage to business, reputation or goodwill; loss of, or loss of use of, any software or data or other equipment or plant; wasted management or other staff time; losses or liabilities under or in relation to any other contract; or special, indirect or consequential loss.
The express warranties detailed herein are the only warranties made and accordingly all other warranties whether express or implied are excluded to the fullest extent permitted by law, provided that neither Party excludes or restricts its liability for death or personal injury caused by the negligence of that Party or its employees or for fraud or fraudulent misrepresentation.
No action in any form arising out of these terms will be instituted more than 12 months after the cause of action has arisen.
Subject to the above, the liability of the Company in respect of all loss or damage suffered by the Customer in relation to these Terms, howsoever that liability arises, will be limited to twice the amount paid by the Customer pursuant to these terms during the 12-month period preceding the date of the Customer’s claim or £100,000 whichever is the lower sum.
The Customer will pay all charges set forth on all Proposals under this Agreement. In the event that the Parties mutually agree in writing to any extension of a Subscription Term or the provisioning of a Service upgrade, the then-current price for such extension or Service upgrade will apply, unless otherwise mutually agreed in writing by the Parties.
The Company may, from time to time, in its sole discretion, change the charges for the Service. Any increase in the charges will take effect at the beginning of the next Subscription Term.
Unless otherwise specified in the Proposal, Charges will be invoiced in line with the Customer’s Support Agreement (or on a monthly basis if no Support Agreement is in force) and the Customer will pay all charges within 30 days of the date of the applicable invoice. At the Company’s discretion, past due amounts may accrue a late payment charge equal to the lesser of 1.5% per month, or the maximum amount allowed by applicable law.
In the event any invoiced charges are disputed, the Customer will provide written notice of the disputed amount within 30 days after receiving such invoice and timely pay any undisputed portion of such invoice. The Parties will cooperate in good faith to resolve any disputed invoice or portion thereof within 30 days of notice of dispute.
All amounts payable by the Customer under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.
This Agreement will commence on the Effective Date and will continue for the Initial Term of 12 months (unless specified otherwise in the Proposal) and then automatically renew for successive 12-month Subscription Terms, unless terminated by either party in writing ninety (90) days prior to the end of a Subscription Term.
The Customer may only terminate this Agreement if there are no existing term commitments for Services. If the Customer terminates the Services prior to the expiration of the term commitment, the Customer will remain responsible for all remaining and accrued charges for the Services pursuant to the selected term commitment.
If any part of this Agreement is held to be unlawful or unenforceable that part will be severed and the remainder will remain in effect.
These terms will form the entire Agreement between the Parties and supersede all prior oral or written proposals and all related communications.
The failure by a Party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
The Customer will not assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Company.
Only the Parties and their permitted successors and assigns (if any) are entitled to benefit from these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Agreement will be governed by English Law and the Parties shall submit to the exclusive jurisdiction of the English courts.