Customer Terms and Conditions

• 4.1 By Conversant: Conversant Technology may immediately (and without prior notice) suspend or terminate all or part of the Hosted Services by sending you a written notice of termination if one or more of the following occurs: (i) We discover that you provided us with false information when you registered for Hosted Services, or that you lacked the capacity to enter into this Agreement at the time of its consummation. (ii) We determine, in our sole discretion, that your use of the Hosted Services poses a threat to the security or performance of our network or to any of our clients or suppliers. (iii) We determine, in our sole discretion, that your use of the Hosted Services is illegal, or that it misappropriates or infringes the property rights of a third party. (iv) We reasonably believe that your use of the Hosted Services has or will subject Conversant Technologies to civil or criminal liability. (v) You become the subject of an involuntary or voluntary bankruptcy or similar proceeding, or you assign all or substantially all your assets for the benefit of creditors. (vi) You fail to make any payment when due or if your credit card is declined. (vii) You use cloud resources to gain, or attempt to gain, unauthorized access to computer systems (i.e., “hacking”). (viii) You breach any of the other terms and conditions in this Agreement.
• 4.2 By You: You may terminate this Agreement at any time and for any reason (or no reason at all) by providing us with a written notice of termination in accordance with the notice. Termination of this agreement does not in any way terminate the obligations of the “customer contract” or the “customer contracted term”.
• 4.3 Arrears: In the event that “You” become delinquent in making payments as specified in this contract, Conversant shall have the right to pursue all available legal remedies for the collection of outstanding payments. Notwithstanding any other provision of this contract, “You” agree that:
  
  - “You” do not have the right to cancel, terminate, or rescind this contract due to the presence of arrears or non-payment of fees, charges, or any other amounts owed to Conversant.
  
  - If, at the cancellation date, there are unpaid fees, interest, penalties or associated costs outstanding the contract term will continue for a further term as specified within Clause 3
  
  - “You” acknowledge and agree that any outstanding amounts, including but not limited to unpaid fees, interest, penalties, and associated costs, shall continue to accrue until fully paid by “You”
  
  - Further acknowledges that any disputes related to the arrears or the amount owed shall not affect Conversant Technology’s obligation to perform under this contract.

• 5.1 Suspension: The Hosted Services will be unavailable in whole or in part during any suspension and you may not have access to your data. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Hosted Services.
• 5.2 Termination: Effective immediately upon the termination of this Agreement, the Hosted Services will no longer be available to end customers and we will permanently erase all data stored on the infrastructure. All Confidential Information and Documentation, including all copies thereof, must be returned to us or permanently destroyed. On our written request, you agree to certify in writing that you are no longer in possession of any Confidential Information or Documentation.

• 7.1 Payment: You agree to pay all fees for the Hosted Services at the applicable rate set forth in your order. All fees for Hosted Services are payable in British Pound Sterling (£) unless otherwise stated and agreed and will be charged monthly in advance via Direct Debit. In our discretion, we may charge your Direct Debit account once per month or more frequently if we determine it is warranted by the fees you incur. The calculation of all fees for Hosted Services will be based solely on our records and data. Fees for a particular Hosted Services will begin to accrue when the Hosted Services Instance is associated with your Hosted Services account. You are solely responsible for all fees relating to Hosted Services Instances that are associated with your Hosted Services account and for any fees that you incur until they are deactivated.
  
  You are solely responsible for fees incurred by customers that you introduce to our Hosted Services, and you are responsible for making the correct credit checks and viability checks on those customers. Fees that are not disputed within sixty (60) days of the date on which they are charged will be conclusively deemed to be accurate. If for any reason we cannot process your Direct Debit or you fail to make a payment, you agree to pay our costs of collection, including all reasonable attorneys’ fees and expenses. We may charge interest on overdue fees at the lesser of 2% per month or the maximum rate permitted by law. It is your sole responsibility to provide accurate billing contact information and to notify us of any changes to your billing contact information.
• 7.2 Fee Increases: We may increase your fees for the Hosted Services on thirty (30) days’ prior notice sent.
• 7.3 Annual CPI Increases: In accordance with this agreement, the hosted services provided herein may be subject to an annual adjustment based on the Consumer Price Index (CPI) or any equivalent inflationary measure, with the adjustment to take effect on the anniversary date of the commencement of this agreement. Any adjustments will be communicated to “You” 1 month prior to the adjustment taking effect.
• 7.4 Payment Processing: Direct Debit payments will be processed by a third-party card processing company who is subject to a written agreement with us.
  
  That agreement requires the processing company to use adequate security and confidentiality measures to protect your payment information. All payment information that you provide will be transmitted directly to the card processing company over a secure connection.
  
  We will not record your banking details. However, this information may be stored by the processing company in the normal course of its business, or as required or authorized by law, statute, regulation, or BACS Payment Industry standard.
• 7.5 Billing: We may, in our sole discretion, elect to bill you for the Hosted Services in accordance with a pre-existing billing arrangement that you have with us for another service we provide under a separate agreement. If we do not agree in writing to bill your Hosted Services fees in accordance with a pre-existing billing arrangement between us, if any, you must submit and keep on file a valid Direct Debit Mandate that we will process to pay your Cloud Service fees no less than once per month as provided in this Section (section 8).
• 7.6 International Billing: In the event that both parties mutually agree, the invoicing for the hosted services outlined in this agreement may be carried out through one of the Conversant subsidiary companies Such an arrangement shall require written consent from both parties and any changes related to invoicing shall be communicated in writing and maintained in accordance with the terms and conditions of this agreement.
  
  Wholly owned subsidiaries include Conversant Technologies North America Inc, based in Canada, registered address 320 Bay Street, Toronto, ON, M5H 4A6, Canada.
• 7.7 Taxes: You agree to pay all taxes on the Hosted Services that we are required by law to collect, including transaction, local, value-added, sales, and service taxes.
• 7.8 Fees For Unauthorised Use: You are required to pay all fees for Hosted Services accessed through your account, including all fees resulting from unauthorized use.

• 15.1 Conversant Technology's Content: The hosted services may include various utility and deployment scripts, customizations to templates, code extending the functionality of third-party applications licensed to us, printed and electronic documentation, and other data that we have or may develop at our own expense before and during the term (the “Conversant Technology content”). Subject to your compliance with this agreement, we grant to you a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use conversant technologies content during the term solely to access and use the hosted services in accordance with the terms and conditions of this agreement. you may not translate, reverse engineer, decompile, disassemble, rent, lease, assign, transfer, redistribute, or sublicense any conversant technologies content.
• 15.2 Conversant Technology's Trademarks: Subject to our prior written approval as to form, content, use, and appearance, you may only use our trademarks, service marks, service or trade names, logos, and other designations in accordance with any trademark guidelines that we may publish on the hosted services website from time to time.

• 18.1 From Conversant: Except as otherwise provided herein, notices we send to you under this Agreement must be sent by email to the email address included in your Hosted Services profile at the time we send our notice. You are responsible for keeping your email address current and accurate at all times. Any notice we send to the then-current email address in your Hosted Services profile will be deemed to be received when it is sent even if you do not actually receive it.
• 18.2: From you: Except as otherwise provided herein, notices you send to us under this Agreement must be in writing and sent at your own cost either (i) By email to accounts@conversant.technology or (ii) By certified mail, return receipt requested, or nationally recognized courier (e.g., FedEx or U.P.S.) with a signature required to the following address: Conversant Technology, Griffin House, 15-16 Lower Park Row, Bristol BS1 5BN.
• 18.3 When effective: A notice under this Agreement is effective when received. An email notice under this Agreement will be deemed received when sent. All other notices will be deemed received when signed for as indicated by the signed delivery receipt.

• 22.1 Confidential Information: As used in this Agreement, “Confidential Information” means (i) with respect to us, server configurations, software configurations, proprietary information, proprietary technology, proprietary software, audit reports, information regarding product development, information regarding Conversant Technology’s datacentres, and information contained in manuals, proposals or memoranda; (ii) with respect to you, non-public Content transmitted to or from, or stored on, the Cloud Servers; and (iii) with respect to both of us, information that is conspicuously marked as “confidential” or “proprietary,” information disclosed verbally that is designated as “confidential” or “proprietary” at the time of disclosure, and information that, by its nature, would reasonably be considered as confidential to any other person, firm or corporation
• 22.2 Exclusions: Confidential Information does not include (i) information that is independently developed by a non-disclosing party without the use of the disclosing party’s Confidential Information as shown by the non-disclosing party’s written business records; (ii) information that is known by a non-disclosing party prior to disclosure by the disclosing party as shown by the non-disclosing party’s written business records; or (iii) information that is or becomes generally available to the non-disclosing party or the public other than through a violation of this Agreement.
• 22.3 Restrictions on use of Disclosure: A party shall not disclose the other party’s Confidential Information except (i) on a need-to-know basis, to its agents, employees and representatives who are bound by confidentiality restrictions at least as stringent as those stated in this Agreement; or (ii) as required by law, governmental regulation or requirement, court order, or subpoena, in which case and subject to applicable law, the non-disclosing party shall provide prompt notice to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy. A party shall not use Confidential Information except as required to perform its obligations under this Agreement.
• 22.4 Standard of Care: Each party shall use the same degree of care to protect the other party’s Confidential Information that it uses to protect its own highly confidential information from unauthorized disclosure, but in no event shall either party use less than a commercially reasonable degree of care. The non-disclosing party shall notify the disclosing party promptly upon its discovery of any unauthorized use or disclosure of Confidential Information by the non-disclosing party’s employees, representatives, or agents, and will use commercially reasonable efforts to cooperate with the disclosing party to regain possession of all Confidential Information and to prevent any further unauthorized use or disclosure.

• “Application” refers to software that performs a specific task, as opposed to an operating system, which runs a computer or server.
• “Business day” refers to Monday through Friday, except Public Holidays.
• “Cloud Server” refers to an unmanaged Virtual Server that is running on the infrastructure.
• “Documentation” refers to any written materials that we may provide to you regarding or relating in any way to the Hosted Services, including any printed or digital materials.
• “Infrastructure” refers to the datacentres, security devices, cables, routers, switches, hosts, compute nodes, physical servers, and other equipment that we use to host Virtual Servers.
• “Virtual Server” refers to one of any number of isolated server emulations running on a single physical server located on the infrastructure.