Terms and Conditions

The following terms and conditions (Terms) are applicable to all transactions conducted with Copper Cloud Technology LTD. These Terms supersede all other terms and conditions, regardless of when alternative terms and conditions are submitted to Copper Cloud. These Terms become legally binding on the Customer upon the earliest occurrence of the following: (i) Copper Cloud's acceptance of a Contract; (ii) the Customer's written agreement or acceptance of a Contract; (iii) the Customer's written acceptance of these Terms (which includes email communication or electronic acceptance); (iv) the Customer making any payment toward any item specified in the order form; or (v) Copper Cloud delivering or installing (as applicable) any Product or Service.

1 Definitions and Interpretation

1.1 In these Terms, the following expressions shall have the meanings set out here:

Annuity Services

The Services to be supplied by Copper Cloud to the Customer on an ongoing, renewable basis pursuant to a Contract, including software-as-a-service, support, managed, cloud and connectivity services etc.

Contract

The transaction-specific agreement, written or oral, between the Customer and Copper Cloud, comprising the Customer Schedule and these Terms

Copper Cloud

Copper Cloud Technology Ltd is a company registered England and Wales (Company No. 14816699) 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

Customer

The person, company or other body purchasing the Products and/or Services from Copper Cloud pursuant to a Contract

Data Controller

As defined in the Data Protection Laws

Data Processing Agreement

The document required by Article 28(3) (and equivalent provisions) of the General Data Protection Regulation (Regulation (EU) 2016/679, with effect from 25 May 2018 (please note that obligations in these Terms relating to Data Processing Agreements are not applicable until that time)

Data Processor

As defined in the Data Protection Laws

Data Protection Laws

The Data Protection Act 1998 and, with effect from 25 May 2018, the General Data Protection Regulation (Regulation (EU) 2016/679), and any amendment, re-enactment and replacement enforceable in the UK from time to time

Data Subject

As defined in the Data Protection Laws

Due Date

The date 30 calendar days after the date of the relevant invoice

EEA

The European Economic Area

EULA

The end user licence agreement applicable to the relevant Product, as stipulated by the Manufacturer of that Product

Fees

The sums payable by the Customer to Copper Cloud pursuant to a Contract

Good Industry Practice

The degree of skill and care which it is reasonable to expect of a typical provider of services similar to the Services being provided under the relevant Contract

Hardware

Any information technology and/or computer and communications hardware to be supplied to the Customer by Copper Cloud pursuant to a Contract

Intellectual Property Rights

Rights of any nature whatsoever, whether registered or unregistered, including any patent, right in a design, copyright, trade mark, utility model, design right, service mark, database right and other intellectual property right whether or not capable of registration as may exist anywhere in the world, now or in the future

Manufacturer

The manufacturer, developer, distributor or licensor of the relevant Product, as applicable

Particular Losses

Without limitation, pure economic loss, loss of profit, loss of revenue, loss of data, loss of business and/or depletion of goodwill or anticipated savings, legal costs and any indirect, consequential, special or punitive loss

Party

Either of Copper Cloud or the Customer, together the Parties

Personal Data

The ‘personal data’ (as defined in the Data Protection Laws) over which the Customer is the Data Controller

Processing

As defined in the Data Protection Laws (and Process & Processed shall be interpreted accordingly)

Product

Any Hardware, Software or other goods supplied by Copper Cloud to the Customer pursuant to a Contract

Quote

The written statement provided by Copper Cloud to the Customer prior to concluding a Contract, setting out the Specification, scope, Fees and any other relevant details in respect of, and summarising any specific terms for, any Products and/or Services to be provided

Services

The services to be supplied by Copper Cloud to the Customer pursuant to a Contract, being (a) services provided on a case-by-case basis (including consultancy, advice, design, installation, implementation, configuration etc.) and (b) Annuity Services

Software

The pre-packaged software or electronic licence supplied to the Customer by Copper Cloud pursuant to a Contract

Specification

The summary of the technical abilities, functionality and limitations of the Product and/or Service (for a Service, this document may be in the form of a ‘service description’ or ‘scope of works’)

Working Day

Monday to Friday excluding public holidays in England and Wales (and, if the supply of Products and/or Services is to a country other than England and Wales, also excluding the public holidays in the country to which the supply is made)

Working Hours

The hours of 9.00 a.m. to 5.00 p.m. during a Working Day

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision. Any phrase introduced by the words “including”, “includes”, “in particular” or “for example”, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2.1 No Contract accepted by Copper Cloud may be canceled by the Customer without prior written agreement from an authorized representative of Copper Cloud. However, the Customer shall remain liable for and must fully indemnify Copper Cloud for any costs, damages, losses, charges, or expenses incurred by Copper Cloud due to any Contract cancellation.

2.2 Copper Cloud reserves the right to make changes to the Specifications of Products or Services as needed to comply with applicable health and safety or legal requirements, provided that such changes do not materially affect their quality or performance.

2.3 Copper Cloud's policy is to supply Products and Services exclusively to business customers, not private consumers. By accepting these Terms, the Customer warrants that they are not acquiring the Products or Services as a private consumer.

2.4 All descriptions, Specifications, photographs, weights, dimensions, capacities, prices, performance ratings, and other information provided by Copper Cloud, whether online or in hard copy format, are approximate unless expressly stated otherwise in writing. Such information does not constitute a binding part of the Contract, except when explicitly confirmed as exact in writing. Any typographical, clerical, or other errors or omissions in sales literature, Quotes, Fees, price lists, order acknowledgments, invoices, or other documents issued by Softcat are subject to correction without incurring liability.

2.5 Quotes are valid until the acceptance of a Contract by Copper Cloud, unless the Quote is incorporated into the Customer Schedule at that time (except when an alternate Customer Schedule is provided). Quotes will automatically expire at the end of the calendar month in which they are issued, unless otherwise expressly stated on the Quote. Refer to clause 6.8 for Quotes related to Products or Services billed on a usage/consumption basis.

2.6 In the event of any discrepancy or conflict among the EULA, Customer Schedule (including matter-specific documents and general Specifications), other parts of the Contract, these Terms, or a Quote, the conflict shall be resolved with precedence given to the document listed earlier in this sequence.

3.1 Copper Cloud will make reasonable efforts to deliver the Products to the location specified in the Contract or, in the case of electronic product delivery, to the agreed email address or electronic location. Additionally, Copper Cloud will aim to provide the Services by any estimated delivery date. However, it's important to note that this delivery date is not guaranteed or considered a critical aspect of the agreement. Copper Cloud will not be liable under any circumstances for any losses, damages, or charges (including specific losses) incurred by the Customer due to the delayed delivery of Products and/or Services.

3.2 The Customer agrees to inspect the Products immediately upon delivery or collection and, in all cases, will:

3.2.1 Refrain from accepting the Products if the types or quantities of Products are incorrect or if the Products and/or their packaging show any signs of damage; and/or

3.2.2 Notify Copper Cloud in writing within 48 hours of delivery of any damage, shortages, defects, or non-delivery of the Products that were not apparent at the time of delivery or collection.

Failure to do so will be considered as the Customer's acceptance of the Products.

3.3 If the Customer fails to take delivery or, where agreed, collect the Products or fails to provide Copper Cloud with appropriate delivery instructions at the specified delivery time (except in cases beyond the Customer's reasonable control or due to Copper Cloud fault), Copper Cloud may, at its sole discretion:

3.3.1 Store the Products until actual delivery and charge the Customer for reasonable costs, including insurance, associated with storage; and/or

3.3.2 Sell the Products at the best available price and charge the Customer for any shortfall below the Fees specified in the Contract.

4.1 The risk of damage to or loss of Products shall transfer to the Customer at the earlier of:

4.1.1 When the Products are delivered to the Customer or collected by the Customer; or

4.1.2 When Copper Cloud attempts delivery of the Products to the Customer but is unable to complete the delivery due to actions or omissions on the part of the Customer.

4.2 Regardless of when the risk transfers to the Customer, ownership of the Products will not transfer to the Customer until the earlier of:

(i) Copper Cloud receiving full, cleared payment of the Fees for the Products and all other Products and Services (if applicable) provided to the Customer, for which payment is due at that time;

(ii) When the Customer resells the Products, at which point ownership transfers immediately before the resale; or

(iii) In the event that the Customer fails to meet the payment terms for the Products, ownership transfers immediately before Copper Cloud initiates legal action to collect the Fees.

4.3 Until ownership of the Products is transferred to the Customer:

4.3.1 The Customer must keep the Products separate from other goods, properly stored, protected, insured, and clearly identified as the property of Copper Cloud; and

4.3.2 After the Due Date, Copper Cloud has the right to request that the Customer return the Products to Copper Cloud. If the Customer fails to do so immediately, the Customer must grant Copper Cloud (or obtain permission for Copper Cloud or its agents or representatives) access to the Customer's premises (or any other location where the Products are stored) to repossess the goods.

5.1 When Copper Cloud agrees to provide Services, any estimate or indication given by Copper Cloud regarding the number of man days or man hours required for a specific task is solely an estimate. Copper Cloud will not be held liable for any delays or any other losses, damages, or costs, including specific losses, incurred by the Customer if such estimates or indications prove to be inaccurate.

5.2 Unless explicitly stated otherwise, the Fees agreed upon for the Services do not cover travel, accommodation, subsistence expenses, or the time spent on travel associated with providing the Services. Copper Cloud will charge the Customer at its or its sub-contractors' (as applicable) current rates, available on request, for such expenses and travel time.

5.3 Normally, Copper Cloud will carry out the Services during Working Hours. However, with reasonable notice, Copper Cloud may request access to the Customer's premises at other times. This provision does not apply to Annuity Services, which are generally available at any time, subject to applicable service levels and anticipated downtime for maintenance, etc.

5.4 If the Customer requests Services outside Working Hours, Copper Cloud may agree to provide them, subject to reasonable additional Fees. Such Fees will be mutually agreed upon in writing before commencing any work outside of Working Hours.

5.5 Copper Cloud assumes that the Customer has suitable inspection, testing, and approval processes. Upon completion of any Services provided by Copper Cloud, the Customer's sign-off on such services will be deemed as the Customer's absolute acceptance of the satisfactory completion of those Services. If the Customer has not confirmed their acceptance or raised concerns within 7 days of Copper Cloud notifying them of the Service's completion, Copper Cloud may reasonably infer the Customer's acceptance and, if applicable, invoice for those Services.

5.6 If the Customer becomes dissatisfied with the performance of any personnel assigned by Copper Cloud for the Services, the Customer must notify Copper Cloud in writing, detailing the unsatisfactory performance. Upon reasonable satisfaction of the Customer's concerns, Copper Cloud will reassign personnel as soon as reasonably possible.

5.7 Copper Cloud will not be liable for any defects in the delivery of the Services unless:

5.7.1 The Customer has conducted a reasonably detailed inspection and testing procedure to confirm that the Services were correctly and fully performed; and

5.7.2 Such inspection would not have been expected to identify the defect causing the loss, due to the latent and uncheckable nature of the defect.

5.8 When Copper Cloud agrees to provide support and/or maintenance Services for Products supplied to the Customer, unless otherwise specified in the relevant Customer Schedule, this typically involves offering reasonable assistance in resolving queries through telephone calls initiated by the Customer's licensed users during Working Hours for the agreed-upon period (limited to first-line support). If Copper Cloud cannot resolve the query during a telephone call, the Customer may be required to contact the Product Manufacturer directly.

5.9 The Customer may occasionally wish to modify the scope of a Service. Copper Cloud will make reasonable commercial efforts to accommodate such changes. Any alterations to Fees and/or timescales resulting from these changes will be subject to negotiation between the Customer and Copper Cloud. If negotiations are not completed when the Customer confirms the need for the variation, any additional work resulting from the variation will be provided on a time and materials basis at Copper Cloud's or its sub-contractors' (as applicable) current rates, available on request.

5.10 While Services are performed with reasonable skill and care, Copper Cloud cannot guarantee the accuracy of any advice, design, or report.

Fees and Payment

6.1. The Customer shall be responsible for paying the Fees associated with the supply of Products or Services as mutually agreed upon each time Copper Cloud accepts a Customer-placed Contract. These Fees will be detailed in the Customer Schedule or Quote, unless otherwise modified by the Contract and Copper Cloud's acceptance. All quoted Fees are presumed exclusive of value-added tax, unless explicitly stated otherwise.

6.2. Any adjustment to the Fees for Annuity Services will occur no more than once a year, typically around the anniversary of the commencement of those Services. These adjustments will not exceed the increase in the UK Retail Price Index or Consumer Price Index over the past 12 months unless Copper Cloud can demonstrate unavoidable cost increases in providing such Services. Copper Cloud will notify the Customer in writing of any fee increases at least 90 days in advance or as soon as reasonably possible if the notice period is shorter.

6.3. Unless otherwise agreed upon by both Parties, Copper Cloud will issue invoices upon the dispatch of Products or commencement of Services. If both Products and Services are covered under the same Contract, separate invoices may be generated for each element.

6.4. The Customer must settle each invoice in full, barring legitimate disputes, along with any applicable VAT and additional expenses, by the Due Date. Timely payment is crucial.

6.5. In case the Customer fails to pay by the Due Date or breaches any Contract obligation, Copper Cloud reserves the right to withhold or suspend the supply of Products and/or Services until payment is made or the Customer rectifies the breach.

6.6. Besides other rights and remedies, Copper Cloud can charge interest on unpaid Fees at a rate of four percent above the Bank of England base rate.

6.7. If Fees for a Contract are not invoiced simultaneously (e.g., multi-year Contracts with annual invoicing), the Customer commits to honoring the entire Contract duration. Copper Cloud will invoice accordingly, even if a purchase order isn't received for each specific period.

6.8. When Fees for a Contract are based on consumption (e.g., storage volume or concurrent users), the Customer agrees to pay based on actual consumption, regardless of initial estimates. Invoicing will align with the Contract terms.

6.9. Copper Cloud may modify payment arrangements for Fees split across a Service's duration or the Product's lifecycle if certain conditions are met, including Contract termination, changes in the Customer's creditworthiness, or non-payment.

6.10. Copper Cloud or its agent will deliver Products to the agreed premises, and the Customer is responsible for any associated costs, including carriage, postage, packing, taxes, and duties. The Customer must ensure that the net amount received by Copper Cloud remains unaffected by any deductions or withholdings required by jurisdictions outside the UK.

6.11. Copper Cloud sources Products from outside the UK and may use other currencies. Fees proposed in a Quote are indicative and subject to currency fluctuations. Final Fees in pounds sterling will be calculated on the UK Working Day when the Contract is signed, including relevant currency conversion commissions.

6.12. The Customer cannot offset or counter-claim against amounts owed to Copper Cloud and must pay all amounts due without deductions. Copper Cloud may set off Customer debts against any sums Copper Cloud owes the Customer.

6.13. Copper Cloud is not a finance provider for Products and/or Services paid through leases or other financial products. The agreement for such transactions exists solely between the Customer and the finance provider, with no obligations between Copper Cloud and the Customer.

Returns Policy

7.1. Copper Cloud allows Customers to return unopened Products within 30 days of delivery, subject to Copper Cloud's discretion, supplier return policies, and potential restocking fees. Returns below £50 in value, except for Manufacturer's 'dead on arrival' (DOA) cases, will not be accepted.

7.2. Copper Cloud does not accept returns of opened Products, except for faulty items in accordance with the following clauses. Software with broken seals cannot be returned, and electronically provided software licenses are non-refundable.

7.3. If Copper Cloud permits Product returns, a credit note will be issued, and refunds will be granted if the Customer has already paid for the Products.

7.4. Refunds or replacements for faulty Products depend on individual Manufacturer's DOA policies or warranties, available upon request.

7.5. Customers must follow the Manufacturer's DOA policy and/or warranty requirements, including timely defect notification to Copper Cloud.

7.6. Copper Cloud may provide troubleshooting assistance but is limited by Manufacturer contractual constraints. Customers may need to contact the Manufacturer's technical department or obtain DOA authorization.

7.7. If Products are found faulty within the Manufacturer's warranty or DOA period, Copper Cloud will arrange collection or return. For some warranties, Customers may need to contact a repair agent directly.

7.8. When returning Products, Customers must include all original packaging, disks, manuals, cables, and peripherals to meet Manufacturer's DOA policy and/or warranty requirements. Packaging should be intact for safe transit.

7.9. Products will be tested upon receipt. If no fault is found and the Manufacturer's DOA period has passed, the Customer is responsible for return shipping costs. Faulty Products will be repaired or replaced as per the Manufacturer's warranty terms.

7.10. If Manufacturer's DOA cover or warranty has lapsed or been invalidated, Copper Cloud holds no liability for the Product(s).

Customer Responsibilities and Guarantees

8.1. To facilitate Copper Cloud's fulfillment of its obligations under a Contract, the Customer shall, at its own expense:

8.1.1. Adhere to these Terms, all applicable laws, and Copper Cloud's Acceptable Use Policy, available here, as may be periodically updated. The Customer shall ensure that users of the Products and Services are adequately trained.

8.1.2. Provide Copper Cloud with timely cooperation, assistance, and accurate, complete information when reasonably requested or anticipated.

8.1.3. Grant Copper Cloud or its subcontractors necessary access to relevant premises for the delivery of Products and/or Services, following any policies and procedures related to these premises. The Customer shall also take precautions to ensure the safety of personnel while on the premises.

8.1.4. Implement effective data backup and other procedures for data protection, unless otherwise specified by Copper Cloud.

8.1.5. Comply with any other obligations outlined in the relevant Customer Schedule.

8.1.6. Respond to and comply with reasonable requests from Copper Cloud.

8.2. The Customer guarantees that:

8.2.1. Any representatives committing the Customer to these Terms or any Contract with Copper Cloud have the necessary authority, and the Customer will assume responsibility for any actions taken by its employees or former employees who represent themselves as authorized representatives.

8.2.2. It will comply with these Terms, the Contract, and all applicable laws when using the Products and Services.

8.2.3. It possesses and will maintain all essential licenses, permits, rights, consents, registrations, approvals, and titles required for Copper Cloud to use or host any materials provided by the Customer for the provision of Products or Services.

8.2.4. Any information and materials supplied to Copper Cloud in connection with a Quote or Contract are accurate and complete, and their use by Copper Cloud will not infringe on the rights, including Intellectual Property Rights, of any third party.

Intellectual Property Rights and Software Licenses

9.1. Title to and Intellectual Property Rights in the Products and the media containing them do not transfer to the Customer. The Customer is granted a license to use these Products in accordance with these Terms and the applicable End User License Agreement (EULA). By accepting these Terms and entering into a Contract, the Customer agrees to abide by the terms of such EULAs.

9.2. Each Party grants the other a limited, revocable license to use its Intellectual Property Rights only to the extent required for the other Party to fulfill its obligations under the Contract. Pre-existing Intellectual Property Rights related to any items used in providing Services shall remain the property of their respective owners.

9.3. Copper Cloud (and/or its supply chain and subcontractors) retains ownership and full entitlement to use any Intellectual Property Rights, including skills, techniques, materials, concepts, or know-how acquired or developed while performing Services, as well as any improvements or modifications to Products during the Contract. This includes any developments during the Contract's duration. No transfer of rights, title, or interest in the Customer's or Copper Cloud's Intellectual Property Rights occurs.

9.4. Unless permitted by the relevant EULA, the Customer may not copy or reproduce, in any manner, the user manual or any documentation supplied in relation to Products or Services without Copper Cloud's prior written consent.

Warranties

10.1. To the extent permissible by law, all statutory or general law conditions and warranties related to these Terms, Products, or Services are excluded. However, Products provided under these Terms will substantially conform to the specified Specifications, and Services will be conducted diligently, professionally, and in accordance with Good Industry Practice.

10.2. Copper Cloud warrants its right to provide or procure the provision of Products and Services.

10.3. Copper Cloud does not guarantee uninterrupted and error-free use of Products or Services by the Customer.

10.4. The only additional warranties that the Customer may receive are those offered by the Manufacturer of the Products, subject to any limitations and exclusions imposed by the Manufacturer. Copper Cloud will provide details of such warranties upon request.

General Exclusions and Limitations of Liability

11.1. Nothing in these Terms limits Copper Cloud's liability to the Customer for liabilities that cannot be restricted or excluded by law, including death or personal injury (resulting from Copper Cloud's negligence), fraud, fraudulent misrepresentation, and statutory terms regarding title of goods.

11.2. Copper Cloud is not liable for Specific Losses, whether direct, indirect, or consequential, even if a Party has been advised of the possibility of such losses.

11.3. The limitations on liability in these Terms are considered reasonable, considering the commercial positions of the Parties and the Customer's option to obtain suitable insurance for potential risks. The total liability owed by Copper Cloud to the Customer for all claims under all Contracts will not exceed 125% of the Fees paid by the Customer in the last 12 months for the relevant Products or Services.

11.4. The Customer shall indemnify and hold Copper Cloud harmless from any losses, costs, damages, claims, or expenses arising from claims by third parties related to the use, access, or modification of the Customer's computer systems by Copper Cloud upon the Customer's instructions, or the use of materials supplied by the Customer, including actions in accordance with clause 8.2.4. This indemnity remains in effect after the termination or expiration of the relevant Contract.

11.5. If the delivery of Products and/or Services is delayed due to reasons beyond Copper Cloud's control, including delays involving the Customer's agents or subcontractors, the Customer shall indemnify Copper Cloud for any costs incurred due to such delays. Agreed time schedules will be adjusted accordingly.

11.6. If the Customer fails, for any reason, to meet its obligations under a Contract, including those outlined in clause 8, the Customer shall indemnify Copper Cloud for any losses, damages, or costs incurred by Copper Cloud reasonably related to the Customer's failure.

11.7. Unless Copper Cloud explicitly undertakes Services with the specific outcome of advising the Customer in writing on recommended Products and/or Services to meet a particular requirement, the Customer acknowledges that it relies solely on its own judgment in determining the suitability and fitness for purpose of any Products and/or Services.

11.8. The Customer accepts that it is responsible for providing all relevant information regarding its existing and anticipated infrastructure and circumstances. If Copper Cloud suggests potential Products or undertakes Services, Copper Cloud is not liable for any advice, conclusions, or reports that are incorrect or incomplete due to the Customer's failure to provide complete and accurate information, including information not explicitly requested by Copper Cloud or its subcontractors.

Force Majeure

Neither Party is liable to the other Party for any failure, delay, or consequences of delay in performing its obligations under a Contract (except for obligations to pay money) due to causes beyond the reasonable control of the Party, including governmental actions, war, riots, civil commotion, natural disasters, labor disputes, supply delays, currency restrictions, and acts of God. Non-payment of Fees by the Customer or non-payment to the Customer by its customers is not considered a force majeure event under this clause 12.

Termination

13.1. Copper Cloud retains the right to terminate any Contract, suspending work on current or future Product deliveries, Service provision, or specific Contract portions. Upon written notice, Copper Cloud can cancel any undelivered or unperformed portion of the Contract, declaring the immediate payment of all Fees due under the Contract or any other agreement in the event of:

13.1.1. Legal actions, such as distress, execution, or other processes, being initiated against the Customer's assets.

13.1.2. The Customer entering into arrangements with creditors, committing acts of bankruptcy, facing a winding-up order (unless for amalgamation or reconstruction as a solvent company), or appointing a receiver, manager, administrative receiver, or administrator for any part of its assets.

13.1.3. The Customer discontinuing or threatening to discontinue its business operations.

13.1.4. The Customer materially breaching the Contract, including failure to pay Fees by the specified Due Date, which cannot be remedied or isn't remedied within 14 calendar days (or as agreed upon by Copper Cloud), or recurrent breaches of the Contract.

13.1.5. Copper Cloud reasonably anticipating any of the above events.

13.2. In the event of termination under clause 13.1, Copper Cloud is entitled to:

13.2.1. Recover reasonable costs incurred due to such termination as damages from the Customer.

13.2.2. Cease the provision of ongoing Services (including Managed Services) and invoice any Fees that would have been payable over the anticipated Service delivery period.

13.3. In case of termination, if the Customer hasn't fully paid for any Software, the Customer must immediately cease using all Software (including updates) and, at its own expense, remove all copies of the Software (and updates) from its computers, communication systems, and other electronic devices under its control, certifying in writing to Copper Cloud that such removal has occurred.

13.4. For six months following Contract termination, the Customer must permit authorized representatives of Copper Cloud, with at least two days' notice, to access its premises during normal business hours to verify compliance with post-termination obligations.

13.5. The exercise of rights under this clause 13 doesn't prejudice any other rights Copper Cloud has under these Terms or applicable law.

Assignment

14.1. The Customer may not subcontract, assign Contract benefits, or delegate Contract burdens without prior written consent from Copper Cloud, which Copper Cloud may refuse at its discretion.

14.2. Copper Cloud has the freedom to subcontract its rights and obligations under a Contract or these Terms as it deems fit. It may also assign benefits or delegate burdens of any Contract.

Confidentiality and Data Protection

15.1. Confidential Information, as defined in these Terms, encompasses all confidential or proprietary information, including Personal Data, provided or related to the Parties, whether before or after these Terms become effective. Confidential Information includes third-party information disclosed in confidence and does not include information already possessed by the receiving Party, publicly known information, information approved for release in writing by the disclosing Party, or information independently developed by the receiving Party.

15.2. Both Parties agree regarding Confidential Information to:

15.2.1. Keep it confidential and secret.

15.2.2. Use it only to fulfill obligations under these Terms.

15.2.3. Not disclose it to third parties (except as compelled by law).

15.2.4. Restrict disclosure to necessary employees, agents, subcontractors, and others who require it in performing their duties, ensuring they understand its confidential nature. However, this obligation doesn't apply to information already or subsequently publicly known in the trade (except due to a breach of these obligations).

15.3. Both Parties warrant compliance with Data Protection Laws while fulfilling Contract obligations. Copper Cloud also commits to follow its Privacy Policy as required.

15.4. Copper Cloud will:

15.4.1. Implement safety and security measures consistent with Good Industry Practice for preventing unauthorized access or damage to locations where Personal Data is stored or processed.

15.4.2. Take appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, alteration, or disclosure.

15.5. If the Customer intends to include Personal Data in their use of Copper Cloud's Products and/or Services, they must inform Copper Cloud during the Quote request. Copper Cloud will identify the Data Processor for the Processing purposes and communicate it to the Customer in the Quote:

15.5.1. If Copper Cloud processes Personal Data on behalf of the Customer:

Copper Cloud will enter into a Data Processing Agreement with the Customer, as required by Data Protection Laws.

Copper Cloud will process Personal Data according to the Customer's instructions in the Data Processing Agreement or as required by law.

Copper Cloud will promptly inform the Customer of any requests or notices from Data Subjects seeking to exercise their rights under Data Protection Laws and comply with the Customer's reasonable instructions regarding such requests or notices, at the Customer's cost.

15.5.2. If a third party performs Processing due to the Customer's purchase from Copper Cloud, Copper Cloud will:

Require the third party to meet the obligations outlined in clause 15.4.

Facilitate the conclusion of a Data Processing Agreement between the Customer and the third party, considering that the Processing relationship exists between the Customer and the third party.

15.6. To enable Contract creation or performance, Copper Cloud may need to provide certain Personal Data of the Customer to its supply chain, including names and contact details of individuals responsible for the Contract's subject matter and, when necessary, users of specific Products or Services. The Customer confirms it has obtained the required consents to share this Personal Data and authorizes Copper Cloud to undertake the activities described in this clause 15.7 for the Data Processing purposes.

15.7. The Customer authorizes Copper Cloud to take the steps in this clause 15 and instruct any relevant subcontractor on its behalf, as Copper Cloud deems necessary to fulfill its Contract obligations. The Customer warrants its entitlement to give such instructions and authorizations and commits to notifying Copper Cloud if this position changes regarding any Personal Data.

15.8. Both Parties must promptly inform each other if:

15.8.1. They believe the other Party's activities breach Data Protection Laws.

15.8.2. A breach of security impacting Personal Data or Confidential Information is suspected or uncovered. The breached Party must use commercially reasonable efforts to verify and, if confirmed, promptly address the breach.

15.9. The obligations in this clause 15 survive the termination of any Contract.

16 - General Terms and Conditions

16.1 - All requests, notifications, or other forms of communication must be in written form and can be delivered in person or sent via prepaid first-class mail to the registered address of the intended recipient.

16.2 - Any modification to these terms during the course of a contract will only be valid if it is made in writing and signed by authorized representatives of both Copper Cloud and the Customer. However, Copper Cloud reserves the right to change these terms at its discretion and will publish the current version on this platform. The terms in effect at the start of a contract will apply unless otherwise agreed in writing. Upon request, Copper Cloud will provide a physical copy of these terms.

16.3 - The failure of Copper Cloud to enforce any provision of these terms at any time will not be considered a waiver of that provision or any other provisions, nor will it affect Copper Cloud's right to enforce those provisions in the future.

16.4 - During the contract term and for a period of 12 months after, the Customer agrees not to solicit, induce termination of employment, or otherwise entice away, either directly or indirectly through another firm or company, any employee of Copper Cloud who is professionally or otherwise associated with Copper Cloud. There are no restrictions on the Customer employing any person who is employed or acting for Copper Cloud if that person responds to a bona fide public job advertisement.

16.5 - No third party has the authority to enforce any provision of these terms, as per the Contracts (Rights of Third Parties) Act 1999 or any other method.

16.6 - These terms, along with the Customer Schedule and any End-User License Agreement (EULA), constitute the entire and exclusive agreement between the parties regarding the subject matter of a contract. They supersede any previous or contemporaneous agreements, proposals, commitments, representations, or other communications, whether oral or written, between the parties concerning the subject matter of the contract. These terms take precedence over any conflicting or additional terms in any purchase order, ordering document, acknowledgment, confirmation, or other document issued by the Customer, even if signed and returned.

16.7 - This agreement does not establish a partnership or joint venture between any of the parties, nor does it make any party the agent of another party. In the event of a resale of a product by the Customer, the Customer acts as the principal.

16.8 - If a provision in these terms is deemed invalid or partially unenforceable by a competent authority, it will be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the relevant provision or part-provision will be considered deleted. Any modification or deletion of a provision or part-provision will not affect the validity and enforceability of the remaining terms or any contract.

16.9 - These terms are governed by English Law, and all aspects of these terms, including their formation, construction, performance, and validity, are subject to English Law. The parties submit to the exclusive jurisdiction of the English courts.