General terms and conditions for use of the Managed Services
These general terms and conditions for the use of the Managed Services (the “General Terms”) shall apply between Logicom Solutions Limited (“Logicom Solutions”, “we” or “us”) and the individual or company to whom Logicom Solutions has agreed to supply the Managed Services and Materials (“you” or “your”). The following terms and conditions govern your use of the Managed Services supplied online by Logicom Solutions (the "Managed Services") and the materials and content available therein ("Materials"):
1.1 Subject to any term of the Managed Services Agreement (the “MSA”) which may provide otherwise for specific Materials, you are granted a non-exclusive, non-transferable, limited licence to access and use the Managed Services and Materials from time to time made available to you. You may: (a) electronically display Materials retrieved from the Managed Services to any number of persons at a time; (b) obtain a printout of Materials using the printing commands of the Managed Services or your web browser software and the creation of printout of the Materials downloaded via downloading commands of the Managed Services or your web browser software (collectively, "Authorised Printouts"); and (c) retrieve and store machine-readable copies of Materials using the downloading commands of the Managed Services or your web browser software and storage of that copy in machine readable form.
1.2 To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Managed Services Agreement, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies.
1.3 Except as specifically provided in Sections 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Managed Services. You may not print or download Materials without using the printing or downloading commands of the Managed Services or your web browser software. All access to and use of the Managed Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Managed Services is strictly prohibited. Use of the Managed Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
1.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Managed Services and Materials (in both print and machine-readable forms) belong to us or our third-party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Managed Services, Materials, or copies thereof.
1.5 Except as specifically provided herein, you may not use the Managed Services or Materials retrieved from the Managed Services in any fashion that infringes the copyright or proprietary interests therein.
1.6 You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Managed Services.
1.7 Other provisions that govern your use of Materials are set forth in your Managed Services Agreement, all the terms of which are incorporated by reference into these General Terms.
2.1 Only your employees and support personnel authorised by both us and you shall be entitled to access and use the Managed Services and Materials (“Authorised Users”).
2.2 Except for use incidental to occasional, short-term travel, you may not use your access code to access the Managed Services and Materials from outside the country for which it was issued.
2.3 Your access code may be restricted from accessing certain Materials otherwise available in the Managed Services.
2.4 Materials and features may be added to or withdrawn from the Managed Services and the Managed Services otherwise changed without notice.
2.5 You must ensure that each person having access to the Managed Services and Materials: (a) is an Authorised User; and (b) is using those Managed Services and Materials only in accordance with these General Terms and the Managed Services Agreement.
3.1 We represent and warrant that we have the right and authority to make the Managed Services and Materials available pursuant to these General Terms.
3.2 Except as otherwise provided in section 3.1, the Managed Services and Materials are provided on an "as is", "as available" basis and we disclaim and make no express warranties under the MSA and these General Terms, including without limitation that the Managed Services and Materials are, or will be, complete or free from errors, or of satisfactory quality, or fit for a particular purpose, or non-infringing or that information will continue to be available to us to enable us to keep the Managed Services and Materials up-to-date.
3.3 You agree to indemnify, defend and hold us, our officers, directors, employees, agents, licensors, suppliers harmless from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these General Terms by you or arising from or related to any information uploaded or submitted by you.
4.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Managed Services or any Materials available or not included therein, (b) the unavailability or interruption to the supply of the Managed Services or any features thereof or any Materials, (c) Authorised User's use or misuse of the Managed Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Managed Services), (d) your use of any equipment in connection with the Managed Services, (e) the content of Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under the MSA and these General Terms.
4.2 "Covered Party" means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.
4.3 Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by these General Terms shall, to the extent permitted by law, be limited to an additional 12-month Service Term of the Managed Services and Materials without any cost.. Nothing in this Agreement is intended to exclude liability for death or personal injury resulting from any negligence by us.
4.4 Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage.
4.5 Subject to clause 4.3, the aggregate liability of the Covered Parties in connection with any other claim arising out of or relating to the Managed Services or Materials shall not exceed the amount of your actual direct damages and shall be limited to the amount paid to Logicom Solutions for the provision of the Managed Services described herein, during the twelve month period preceding the event giving rise to claim. Your right to monetary damages in that amount shall be in lieu of all other remedies which you may have against any Covered Party.
4.6 Subject to clause 4.3, the Covered Parties shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with the Managed Services, Materials, or the failure of any Covered Party to perform its obligations, regardless of any negligence of any Covered Party.
4.7 The Materials are provided for your reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgement or to provide advice with respect to particular circumstances, either to you or any third party you elect to provide the Materials. In the event that the Materials are provided by you to third parties, you are obliged to make such third parties expressly aware of the limitations concerning reliance to the Materials, as these are contained in these General Terms.
4.8 The Materials are compiled from information made available by you or from sources other than Logicom Solutions. Where the information is provided by you, you certify and warrant that the information: (i) are your original works or that the owner of such works has expressly granted to us a perpetual worldwide royalty-free irrevocable, non-exclusive license for said works; and (ii) do not violate and will not violate the rights of any third party including any right of publicity, right of privacy, copyright, patent or other intellectual property right or any proprietary right. By submitting information to us, you acknowledge and agree that we may create the Materials. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary or other right in the information you submit.
4.9 Logicom Solutions has no way of confirming the genuineness, completeness or accuracy of such information contained in the Materials. We do not warrant or guarantee the accuracy, completeness or adequacy of the Materials. Your use of the Materials is at your own risk. Logicom Solutions makes no representation that such information is complete, reasonable, or are likely to be obtained, or that any such information will reflect actual or future events, or that all information has been considered or stated in the Materials.
4.10 Whilst reasonable efforts are made to keep the Materials error free, you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may, or is likely to, result.
4.11 Any access code issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any access code is being used by a non-Authorised User or a different Authorised User to the person to whom it was issued, that access code may be cancelled.
5.1 We reserve the right to change these General Terms at any time. Updated versions of the General Terms will be effective immediately upon their notification to you. Continued use of the Managed Services following any change constitutes acceptance of the change.
5.2 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Managed Services by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Managed Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your account representative.
5.3 The failure of us or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5.4 You may not assign your rights or delegate your duties under these General Terms without our prior written consent.
5.5 These General Terms shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
5.6 We will use personal information collected about Authorised Users for the purposes of (a) providing access to and use of the Managed Services to Authorised Users, (b) providing customer support, billing and other similar activities related to the Managed Services.
5.7 In accordance with data protection laws, we will provide and export personal information about Authorised Users to other members of our company group for the purposes of (a) providing access to and use of the Managed Services to Authorised Users, and (b) providing customer support, billing and other similar activities related to the Managed Services.
5.8 Save for the owners of any intellectual property supplied by us, no third parties shall acquire any rights under this Agreement and any such rights are excluded.
Managed Services Agreement
MANAGED SERVICES AGREEMENT between LOGICOM SOLUTIONS LTD and the “CUSTOMER” as defined below for the provision of Infrastructure Monitoring Services (“Managed Services”)
THIS AGREEMENT is made BETWEEN LOGICOM SOLUTIONS LTD with Company Registration Number HE9700 (hereinafter called "Supplier"), which shall include the Supplier’s agents and/or representatives and permitted subcontractors and/or assignees, having its registered address at 3, Zinonos Sozou Street, 1st Floor, 3105 Limassol, Cyprus, on the other part.
and the individual or legal entity indicating his/her/its agreement to and acceptance of the terns of the present Agreement in the manner described in the Supplier’s website (hereinafter called “Customer”)
Any of the above is called a "Party" and all of them collectively the "Parties".
RECITALS
WHEREAS the Supplier is engaged in the business of delivering Managed IT Services, Consultancy Services and Total IT Solutions, including Networking, Security, IT Infrastructure, and Designing, Creating, Developing and/or Marketing Business Application Software,
AND WHEREAS the CUSTOMER wishes to utilize the services of the Supplier in connection with the provision of access to its Infrastructure Monitoring Platform and relevant Content included therein for the components of its infrastructure listed in Schedule A of this Agreement (hereinafter called “Service”),
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and agreements made therein, the Parties, intending to be legally bound, agree as follows:
Defined Terms
All initially capitalized terms not defined herein shall be as defined in the applicable General Terms and Conditions for use of the Online Services.
Headings and Titles
Headings and titles of the various sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon any of the provisions of this Agreement.
Introduction
The Supplier will provide Services to the Customer to satisfy the Customerʼs requirements as to the monitoring of specific infrastructure components as these are listed in Schedule A, in accordance with all other terms and conditions of this Agreement.
Definitions
Unless the Agreement expressly requires otherwise, the following terms whenever used in the Agreement shall have the following meaning:
Agreement:This agreement between the Customer and the Supplier
Deliverable(s): Includes the items to be delivered to the Customer pursuant to the delivery of the Service as identified and stipulated in Schedule A of the Agreement and anywhere else in this Agreement.
Platform: Underlying platform used for the infrastructure monitoring and on which content is being delivered to the customer of that purpose
Manufacturer: Manufacturer of the Platform.
Non-Conformity: A difference between a Deliverable as defined in this Agreement and what is actually delivered.
Personal Data: Any personal data (as such term may be defined in any applicable Data Protection Legislation as amended from time to time in Cyprus) of the clients and/or employees of the Customer.
Proxy server: Software that is installed on the Customer’s premises and acts as a relay between client's infrastructure and Logicom Solutions Infrastructure Monitoring Platform. It collects monitoring data (metrics) from the in-scope monitored devices and forwards them to Logicom Solutions Infrastructure Monitoring Service.
Device(s) :Any networked device (either physical or virtual), any application, any database, any service and any cloud workload, which has been configured to submit monitoring data to the Proxy Server. The number of devices is based on the total number of unique IP addresses, from the list of devices that submit monitoring data to the Proxy Server.
Services Start Date: [START DATE].
Services Termination: Date The date of the termination of the Service.
Working Day: Any day on which the Banks are open for business in Cyprus.
In this Agreement, unless the context otherwise requires:
• where it is not specified, reference to any day shall mean calendar day;
• references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement or that document as in force for the time being and as amended, supplemented, novated or substituted from time to time in accordance with the terms hereof and thereof;
• words importing any gender shall be construed as including every gender;
• references to Schedules are to be construed as references to the Schedules to this Agreement;
• words importing the plural shall include the singular and vice versa;
• references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted.
1. Services Terms
1.1 In consideration for the charges to be paid by the Customer as clause 2 below and Schedule B of this Agreement, the Customer engages the Supplier to provide the Service according to the terms and conditions set out in this Agreement, and the Supplier undertakes the responsibility to deliver such Service to the Customer.
1.2 The Service will be provided for a minimum term of 12 months and will be automatically renewed upon the lapse of the specific period, except in the case of termination by either party with a written notice at least 30 days prior to the expiration of the 12-month period (hereinafter called “Licensing Period”).
2. Invoicing Schedule
2.1 The Supplier will undertake the delivery of the Service for an annual fee which will be per Proxy Server and number of Devices under monitoring.
2.2 The Service annual fee is quoted in the relevant website of the Supplier.
2.3 The invoicing of the Service will take place annually in advance and before the commencement of the Licensing Period.
2.4 For any upgrades to the Service, i.e. additional Proxy Servers or Devices, the Customer may extend a request to the Supplier and will be invoiced in advance for the pro-rated cost of the upgrade for the remaining duration of the licensing period.
2.5 All invoices must include full payment details (account number etc.). All payments should be executed either with the deposit of the funds to the Supplier’s account or electronically and before the provision of access to the Service with a Credit/Debit Card through the Logicom Payment Gateway Portal.
3. Assignment and Sub-Contracting
3.1 Neither Party may assign or transfer this Agreement or any of its rights and obligations herein, without the prior written consent of the other Party; such consent not to be unreasonably withheld. Any act in violation of the foregoing will be null and void.
3.2 The Supplier may only enter into a sub-contract for the performance of all or part of its obligations under this Agreement with the prior written consent of the Customer. Any such consent shall not excuse the Supplier from performing its obligations under this Agreement and the Supplier remains fully responsible to the Customer for the performance or non-performance of its sub-contractors. Moreover, the Supplier will ensure that the sub-contractor will fully comply with and be bound by the same obligations existing between the Customer and the Supplier, including the obligations of confidentiality and non-disclosure as per the Agreement to be signed between the Customer and the Supplier, attached hereto as Schedule C.
3.3 It is also hereby agreed by both Parties that in case of sub-contracting, the Supplier will ensure that the rights of the Customer and the obligations of the Supplier as provided in this Agreement are not affected.
4. Confidentiality
4.1 The the Customer undertakes to sign the confidentiality and non-disclosure agreement of the Supplier (Schedule C). Additionally, the Supplier guarantees that the Supplier’s employees and all subcontractors (if any), agree to its content and accept the agreement as this appears in Schedule C. If anything contained in this Agreement is in contravention to the content of the Confidentiality and Non-Disclosure Agreement, the terms of the latter will prevail.
4.2 The provisions of this clause shall survive the termination or expiry of this Agreement for 5 years.
5. Termination
5.1 Either Party may terminate this Agreement with immediate effect by written notice to the other, if the other Party breaches any term of this Agreement (and if such breach is capable of remedy), such Party fails to remedy it for a period of 30 (thirty) days after written notice from the party not in default, requiring the breach to be remedied, and containing a warning of an intention to terminate if the breach is not remedied. Termination will not prejudice any other rights or remedies of the injured Party pursuant to this agreement.
5.2 Either Party may terminate this Agreement immediately in the event that the other party becomes the subject of bankruptcy or insolvency proceedings or has an administrator, receiver or liquidator of its assets appointed.
5.3 Either Party may terminate this Agreement immediately if a force majeure event occurs as per clause 7 of this Agreement whereby the performance of the other party is affected.
5.4 Termination or cancellation of this Agreement will not affect in any way the right of the Customer to reassign the Services or to be executed by the Customer itself.
Termination of this Agreement will not affect any duties arising under it with respect to clauses in relation to Confidentiality and Data Protection.
6. Ownership and Rights
6.1 The Client acknowledges that the Supplier is not the Manufacturer of the Platform.
6.2 Unless otherwise expressly agreed, the Platform shall be supplied to the the Customer in accordance with the standard specifications of the Manufacturer of the Platform as these may be substituted or modified by the Manufacturer from time to time. The Supplier shall not be liable in respect of any loss or damage caused or resulting from any substitution, modification or variation of the manufacturer’s standard specifications.
6.3 the Customer has the full responsibility for identifying and applying any controls, based on the security policies, standards or procedures being followed for the protection of its own environment. This includes the implementation of additional security controls, enforcement of security hardening guides, installation of latest available updates, security monitoring and execution of any remediation actions when deemed necessary.
6.4 The Client acknowledges that the Platform may contain or be accompanied by certain third-party hardware and software products or components (“Third Party Products”) including Open Source Software. Any Open Source Software provided to Customer as part of the Service is copyrighted and is licensed to Customer under the GPL/LGPL and other Open Source Software licences (http://www.gnu.org/licenses/license-list.html).
6.5 The Supplier, on its own expenses, shall defend, settle any claims or bring an action against the Customer on the basis of an infringement of a software patent, trade mark, professional confidentiality, copy right or other personal rights by a third party. Regarding any action or such proceedings described above, the Supplier is entitled to replace the software or any part thereof with similar software, authorising the Customer to continue with equal function of the software. Alternatively, in order to fully satisfy all the requirements and repair all damages, the Supplier may return a part of the price to the Customer and terminate the Agreement. The refunding shall be initial buying price minus a % for every month of use to be agreed between the two parties.
7. Force Majeure
7.1 If due performance of this Agreement by either Party is affected, in whole or in part by reason of any event, omission, accident, explosion, fire, storm, earthquake, flood, draught, riots, civil disobedience, sabotage, terrorist acts, civil war or revolutions, war, economic disturbance, government action, decree of any competent authority or other matter, beyond the reasonable control of such Party, it shall give prompt written notice thereof to the other Party and shall be under no liability for any loss, damage, injury or expense (whether direct or consequential) suffered by the other Party, due to the affected performance. Such Party shall use all reasonable efforts to avoid or overcome the causes affecting performance as soon as it becomes practicable to do so.
8. Customer Responsibilities
8.1 To ensure adherence to the quality standards in the delivery of the Service, the following responsibilities of the Customer are listed:
• the Customer will appoint a person as a single point of contact for decisions on matters pertaining to the delivery of the Service.
• the Customer will make the needed users and other personnel available as per the needs of the Service.
• the Customer will provide all necessary information as to the infrastructure components that will be covered by the Service.
• the Customer will provide the necessary computer room (including any related equipment, such as servers, network equipment, air conditioners, etc), in accordance with the requirements of the delivery of the Service by the Supplier.
• the Customer will allow direct and via data transfer access, in case this is needed for the delivery of the service, to hardware and software.
• the Customer will perform any necessary modifications to the backend databases or programs, should any be needed.
8.2 The Supplier is dependent on the fulfilment of the Customer’s responsibilities for the implementation and delivery of the Service in accordance with this Agreement. In the event that the Customer does not fulfil the required tasks, resulting in delays or additional effort, the Supplier can - notwithstanding further legal rights - require changes of the time schedule and the price.
8.3 The Customer is fully responsible for using/utilizing/operating/monitoring on a day-to-day basis (and/or every week and/or every month) and taking all the advantages of the Infrastructure Monitoring Platform and relevant Content to understand possible existing or future pain issues and/or problems and/or upgrades or changes/modifications requirements in the Customer’s infrastructure.
8.4 Most importantly, the Customer is fully responsible for taking any appropriate remediation actions to resolve (or proactively prevent) any problems/issues identified or suggested by the Infrastructure Monitoring Platform Service whatsoever.
9. Personnel
9.1 the Customer agrees not to hire or to solicit for employment any of the Supplier’s personnel during the execution of any Service and for a period of twelve months after the Service completion date.
10. Waiver
10.1 No failure or delay, negligence or forbearance on the part of either Party in exercising any right, power or remedy under this Agreement and/or enforcing against the other Party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that Party under the Agreement, nor shall any partial exercise of such right, power or remedy preclude any further exercise of it, except as specifically provided in this Agreement.
10.2 Any waiver, to be effective, must be in writing and signed by such Party waiving that right, power or remedy.
11. Notices
11.1 All notices, communications or other documents required to be given under or in connection to this Agreement, shall be sufficiently given if sent by facsimile transmission, or email, or registered mail, or delivered by hand or by courier, to the addresses as set out below or to any other address or facsimile number notified by either Party in accordance with this clause.
11.2 Any such notice, communication or other document shall be deemed to have been received by a Party:
(a) if delivered by hand or by courier at the time of delivery;
(b) if sent by registered mail five (5) Working Days after it is posted; and
(c) in the case of email or facsimile transmission, upon receipt by the sender of a confirmation of email receipt or facsimile transmission if transmission is completed during normal business hours on a Working Day, and if it is not so completed then at the opening of business on the Working Day following successful transmission, or sooner where the other Party acknowledges receipt.
11.3 Below are the contact details of responsible persons of the Supplier for all notices/communication exchanged:
Mr. Chrysostomos Kridiotis
Logicom Solutions Ltd
50 Kennedy Avenue, 1076 Nicosia, Cyprus,
P.O. Box 22459, CY 1522 Nicosia
Tel: +357 22 551010
12. General Terms
12.1 This Agreement should be read in conjunction with the General Terms and Conditions for use of the Managed Services.
12.2 This Agreement may not be modified or altered except in writing, as mutually agreed and executed by both Parties.
12.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be severed from and the remaining provisions, which shall continue in full force and effect.
12.4 Any claim may be brought by either Party under this Agreement according to the relevant legal framework.
12.5 Subject to and without prejudice to clause 5.1, if any term in the Schedules is inconsistent with the terms set out herein, the terms of the Clauses in this Agreement shall prevail.
12.6 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of the other Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other party.
12.7 All correspondence between the Parties in connection with the Agreement and all documents shall be written in the English or Greek language, except as may otherwise be provided in the Agreement.
12.8 The order of precedence in case there are contradicting clauses is as follows:
12.8.1 The newest document, as amended from time to time and signed by an authorized signatory, supersedes the previous ones.
12.8.2 Subject to and without prejudice to clause 5.1, if any terms of this Agreement contradict with the Confidentiality and Non-Disclosure Agreement of Schedule C, then the terms in that Agreement shall prevail.
12.9 These Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus.