Terms of service

In these terms the following expressions have the meanings given to them below. Defined terms are capitalised throughout the document, and the singular includes the plural.

Agreement

these terms, together with each Order Form, the Data Processing Agreement, the Service Level Schedule and any annex referenced by them.

Customer

the organisation identified on the Order Form, together with any Affiliate of it that the Order Form expressly permits to use the Services.

Customer Data

all data, content and records submitted to the Services by or on behalf of the Customer, including data submitted by Users and data imported from a third-party system.

Services

the CEDX applications identified on an Order Form, the platform services on which they depend, and any support furnished under the Service Level Schedule.

Order Form

a document, signed or accepted electronically by both parties, that identifies the Services subscribed for, the Subscription Term, the Fees and the applicable usage entitlements.

Subscription Term

the period stated on an Order Form, beginning on the Start Date and continuing until expiry or termination in accordance with clause 8.

User

an individual authorised by the Customer to access the Services under the Customer's account, whether an employee, a contractor or a permitted third party.

Working Day

a day other than a Saturday, Sunday or public holiday in England.

1. 2.1The Agreement is made up of several documents. Where they conflict, the order of precedence is: an executed enterprise agreement, then the applicable Order Form, then the Data Processing Agreement, then these terms, then any policy referenced by them.
2. 2.2A purchase order, supplier portal condition or other document issued by the Customer for its own administrative purposes has no contractual effect, even where CEDX acknowledges receipt of it.
3. 2.3Each Affiliate that uses the Services under an Order Form is bound by the Agreement as if it were the Customer, and the Customer remains liable for that Affiliate's acts and omissions.
4. 2.4CEDX may amend these terms on not less than sixty days' written notice. Where an amendment materially reduces the Services or materially increases the Customer's obligations, the Customer may terminate the affected subscription with effect from the date the amendment would take effect, and receive a refund of Fees paid for the unused remainder of the Subscription Term.

1. 3.1CEDX grants the Customer a non-exclusive, non-transferable right for its Users to access and use the Services during the Subscription Term, for the Customer's internal business purposes, subject to the usage entitlements on the Order Form.
2. 3.2The Services are provided as a hosted service. CEDX is responsible for the infrastructure, the platform services and the application code, and for applying updates to all of them.
3. 3.3CEDX will host Customer Data in the region selected by the Customer on the Order Form. Customer Data will not be replicated outside that region except where the Customer instructs otherwise in writing, or where clause 13 of the Data Processing Agreement applies.
4. 3.4CEDX may make changes to the Services at any time. Where a change removes a documented capability the Customer is using, CEDX will give at least twelve months' notice and will, where practicable, provide a replacement capability or a documented migration path.
5. 3.5Beta, preview and early-access features are made available as they stand, are excluded from the Service Level Schedule, and may be withdrawn without notice. They must not be used for production workloads.

1. 4.1The Customer is responsible for its Users' compliance with the Agreement, for the accuracy of Customer Data, and for the lawfulness of the purposes for which it uses the Services.
2. 4.2The Customer must maintain the confidentiality of its administrative credentials, must enable multi-factor authentication for accounts holding administrative entitlements, and must notify CEDX without undue delay on becoming aware of any unauthorised access to its tenant.
3. 4.3The Customer must not, and must not permit any User or third party to: reverse engineer, decompile or attempt to derive the source code of the Services except to the extent that restriction is prohibited by law; resell, sublicense or make the Services available to any person other than a User; circumvent or attempt to circumvent any usage entitlement, rate limit or access control; or use the Services to store or transmit material that is unlawful or that infringes the rights of a third party.
4. 4.4The Customer must not use the Services to conduct penetration testing, load testing or vulnerability scanning without CEDX's prior written agreement as to scope, timing and method. Consent will not be unreasonably withheld and is given for a dedicated test tenant as a matter of course.
5. 4.5The Customer must not submit to the Services any category of data that the Order Form or the applicable product documentation identifies as out of scope, including regulated payment card data outside the certified payment components and any data subject to export control.
6. 4.6Where the Customer becomes aware that a User has breached this clause 4, it must suspend that User's access promptly and inform CEDX of any breach that affects the security or availability of the Services.

1. 5.1As between the parties, the Customer owns all right, title and interest in Customer Data. Nothing in the Agreement transfers ownership of Customer Data to CEDX.
2. 5.2CEDX will process Customer Data only to provide, secure, support and improve the operation of the Services for that Customer, and otherwise in accordance with the Data Processing Agreement.
3. 5.3CEDX will not use Customer Data to train any machine learning model that is made available to another customer. Models operating within the Customer's tenant are constrained by the same entitlements as the User on whose behalf they act.
4. 5.4CEDX may generate aggregated statistical information about the operation of the Services, provided that it contains no personal data and does not identify the Customer or any User, and may use that information without restriction.
5. 5.5The Customer may export Customer Data at any time during the Subscription Term through the export functions in the Services or through the platform interfaces, in a documented, machine-readable format.
6. 5.6On expiry or termination CEDX will retain Customer Data in the Customer's tenant for thirty days, during which the Customer may export it. After that period CEDX will delete it in accordance with clause 11 of the Data Processing Agreement.

1. 6.1The Customer will pay the Fees stated on the Order Form. Fees are payable annually in advance unless the Order Form provides otherwise.
2. 6.2Invoices are due thirty days from the date of issue. CEDX may charge interest on any overdue amount at four per cent above the Bank of England base rate, accruing daily.
3. 6.3Fees exclude value added tax and any other applicable sales, use or withholding tax, which the Customer will pay in addition at the prevailing rate.
4. 6.4Where the Customer's usage exceeds the entitlements on the Order Form, CEDX will notify the Customer and invoice the excess at the rates stated on the Order Form, or at list price where no rate is stated. CEDX will not restrict access on the basis of an overage without first giving thirty days' notice.
5. 6.5At each renewal CEDX may increase the Fees by no more than the greater of five per cent or the increase in the United Kingdom Consumer Prices Index over the preceding twelve months, on not less than ninety days' written notice before the renewal date.
6. 6.6Fees are non-refundable except where the Agreement expressly provides otherwise. A reduction in User numbers during a Subscription Term does not reduce the Fees for that term.

1. 7.1CEDX will provide the Services in accordance with the Service Level Schedule, which sets a monthly availability target of 99.9 per cent for standard subscriptions and 99.95 per cent where an enhanced service level has been purchased.
2. 7.2Availability is measured at the platform control plane and at each subscribed application, in one-minute samples, excluding scheduled maintenance notified at least five Working Days in advance and excluding any unavailability caused by the Customer's own configuration, network or third-party integration.
3. 7.3Where CEDX fails to meet the availability target in a calendar month, the Customer is entitled to a service credit calculated in accordance with the Service Level Schedule, up to a maximum of thirty per cent of the monthly Fees for the affected Service.
4. 7.4Service credits must be claimed within thirty days of the end of the affected month and are applied against the next invoice. They are the Customer's sole financial remedy for a failure to meet the availability target.
5. 7.5Where CEDX fails to meet the availability target in three consecutive months, or in any four months within a rolling twelve-month period, the Customer may terminate the affected subscription on thirty days' notice and receive a refund of Fees paid for the unused remainder of the Subscription Term.

1. 8.1The Agreement begins on the Start Date of the first Order Form and continues until every Order Form under it has expired or been terminated.
2. 8.2Each subscription renews automatically for successive periods equal to the initial Subscription Term, unless either party gives written notice of non-renewal at least sixty days before the end of the current term.
3. 8.3Either party may terminate the Agreement or an affected Order Form immediately on written notice where the other party commits a material breach that is not remedied within thirty days of written notice specifying the breach and requiring it to be remedied.
4. 8.4Either party may terminate immediately on written notice where the other party becomes insolvent, enters administration or liquidation, has a receiver appointed over its assets, or suffers an equivalent event in any jurisdiction.
5. 8.5The Customer may terminate immediately where CEDX assigns the Agreement to a competitor of the Customer without consent, or where a change of control of CEDX results in the Services being provided by a person the Customer is prohibited by law or regulation from contracting with.
6. 8.6On termination the Customer must pay all Fees accrued to the date of termination, access to the Services ceases at the end of the thirty-day export window described in clause 5.6, and clauses 5, 10, 11, 13, 14 and 19 survive.

1. 9.1CEDX may suspend access to the Services, in whole or in part, where it reasonably believes that continued access presents a material security risk to the Services or to another customer, where required to do so by law, or where an invoice remains unpaid more than sixty days after its due date and fourteen days after a written reminder.
2. 9.2Suspension will be limited to the minimum scope and duration necessary. CEDX will notify the Customer before suspending unless prior notice would defeat the purpose of the suspension, in which case it will notify as soon as it is able.
3. 9.3Suspension does not relieve the Customer of its obligation to pay Fees, except where the suspension arises from a cause attributable to CEDX.
4. 9.4CEDX will restore access promptly once the circumstances giving rise to the suspension have been resolved.

1. 10.1CEDX and its licensors own all intellectual property rights in the Services, in the platform, in the documentation and in any improvement or derivative work of them. No rights are granted to the Customer other than the right to use the Services expressly set out in clause 3.
2. 10.2The Customer owns all intellectual property rights in Customer Data and in any configuration, application, workflow or extension it creates using Forge or the platform interfaces.
3. 10.3Where the Customer provides feedback, suggestions or feature requests, CEDX may use them without restriction, obligation or attribution. This does not give CEDX any right in Customer Data.
4. 10.4Each party must comply with the other's trade mark usage guidance. Neither party may issue a public statement naming the other as a customer or supplier without prior written consent, which for the use of a name and logo in a customer list will not be unreasonably withheld.

1. 11.1Each party must keep confidential all information disclosed by the other that is identified as confidential or that would reasonably be understood to be confidential, and must not use it except for the purposes of the Agreement.
2. 11.2This obligation does not apply to information that is or becomes public other than through a breach of the Agreement, that was lawfully known to the recipient before disclosure, that is independently developed without reference to the disclosed information, or that is lawfully received from a third party without restriction.
3. 11.3A party may disclose confidential information where required by law, by a court or by a regulator, provided that, where legally permitted, it gives the other party reasonable prior notice and a reasonable opportunity to object.
4. 11.4These obligations continue for five years after the end of the Agreement, and indefinitely in respect of any confidential information that constitutes a trade secret or personal data.

1. 12.1CEDX warrants that it will provide the Services with reasonable skill and care, in accordance with the documentation in all material respects, and in compliance with applicable law.
2. 12.2CEDX warrants that it will not knowingly introduce any virus, worm or other malicious code into the Services, and that it maintains the certifications described in its published compliance statement.
3. 12.3Each party warrants that it has the authority to enter into the Agreement and that doing so does not conflict with any other obligation binding on it.
4. 12.4Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. CEDX does not warrant that the Services will be uninterrupted or free from every defect.

1. 13.1CEDX will defend the Customer against any third-party claim that the Services, when used in accordance with the Agreement, infringe that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement.
2. 13.2Where a claim under clause 12.1 arises or is likely to arise, CEDX may at its option procure the right for the Customer to continue using the Services, modify them so that they no longer infringe, or terminate the affected subscription and refund Fees paid for the unused remainder of the Subscription Term.
3. 13.3Clause 12.1 does not apply to a claim arising from Customer Data, from the Customer's combination of the Services with anything not supplied by CEDX where the infringement would not have arisen otherwise, or from the Customer's use of the Services in breach of the Agreement.
4. 13.4The Customer will defend CEDX against any third-party claim arising from Customer Data or from the Customer's use of the Services in breach of clause 4, and will pay any damages finally awarded or agreed in settlement.
5. 13.5An indemnity is conditional on the indemnified party notifying the other promptly, giving it sole control of the defence and settlement, and providing reasonable assistance at the indemnifying party's cost. No settlement that admits liability on the indemnified party's behalf may be made without its consent.

1. 14.1Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
2. 14.2Subject to clause 13.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss, in each case however arising.
3. 14.3Subject to clauses 13.1 and 13.4, each party's total aggregate liability arising out of or in connection with the Agreement in any twelve-month period is limited to the Fees paid or payable by the Customer in the twelve months immediately preceding the event giving rise to the claim.
4. 14.4The cap in clause 13.3 does not apply to the Customer's obligation to pay Fees, to either party's indemnity obligations under clause 12, or to a breach of clause 10. For a breach by CEDX of the Data Processing Agreement the cap is three times the Fees paid or payable in the preceding twelve months.
5. 14.5Each party must take reasonable steps to mitigate any loss it suffers.

1. 15.1Neither party is liable for a failure or delay in performing its obligations caused by an event beyond its reasonable control, including act of God, war, terrorism, civil disorder, industrial action affecting a third party, failure of a public telecommunications network, or an act of government.
2. 15.2A party affected by such an event must notify the other promptly, must take reasonable steps to mitigate its effect, and must resume performance as soon as it is able.
3. 15.3Where the event continues for more than sixty consecutive days, either party may terminate the affected Order Form on thirty days' written notice.
4. 15.4This clause does not excuse a failure to pay Fees that have fallen due, and does not apply to a failure of infrastructure that CEDX has itself contracted for.

1. 16.1Neither party may assign or transfer the Agreement without the other's prior written consent, which will not be unreasonably withheld.
2. 16.2Either party may assign the Agreement without consent to a successor in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations under it and the assignment is notified within thirty days.
3. 16.3CEDX may subcontract the performance of its obligations, and remains responsible for the acts and omissions of its subcontractors as if they were its own. Subcontractors that process personal data are governed by clause 7 of the Data Processing Agreement.

1. 17.1The Agreement and any dispute arising out of or in connection with it, whether contractual or non-contractual, is governed by the law of England and Wales.
2. 17.2The courts of England and Wales have exclusive jurisdiction over any such dispute, save that either party may seek injunctive relief in any court of competent jurisdiction.
3. 17.3Before commencing proceedings the parties will each nominate a senior representative, who will meet within fifteen Working Days to attempt to resolve the dispute in good faith. This does not prevent either party from seeking urgent interim relief.
4. 17.4The United Nations Convention on Contracts for the International Sale of Goods does not apply.

1. 18.1The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations and understandings. Neither party has relied on any statement not set out in the Agreement.
2. 18.2No variation of the Agreement is effective unless in writing and signed by an authorised representative of each party, except as provided in clause 2.4.
3. 18.3A failure or delay in exercising a right under the Agreement does not waive that right, and a single or partial exercise does not prevent any further exercise.
4. 18.4If any provision is held invalid or unenforceable, it is severed and the remainder continues in full force. The parties will negotiate in good faith a replacement provision that achieves as nearly as possible the original commercial intention.
5. 18.5Nothing in the Agreement creates a partnership, joint venture or relationship of employment between the parties, and neither may bind the other.
6. 18.6A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that an Affiliate using the Services under an Order Form may enforce clauses 3, 5 and 7.