Minutz Terms and Conditions
Terms & Conditions 2017-04-21T20:21:14+00:00

Terms & Conditions

 

This Agreement is made on the date you submit your SUBSCRIBE NOW request
Between
Tzatziki Limited, a company registered in England with registered number 08522890, whose registered office address is at 591 London Road, Cheam, Sutton, Surrey SM3 9AG (“Tzatziki”, “We”, “Us”, or “Our”); and
And your company as per the details completed on the Subscribe Now application (“Customer”, “You”, or “Your”).
Whereas:
Tzatziki provide access to Minutz (as defined below) to businesses on a per user subscription basis for Minutz to be used solely for the internal business purposes of it’s customers;
The Customer wishes to subscribe to Minutz;
Each subscription term of 1 Year (as defined below) shall automatically renew for a further subscription term of 1 Year unless this agreement is previously terminated in accordance with its terms, or the Customer gives notice no less than 45 days prior to the expiry of the then current subscription term, in accordance with the terms of this agreement.
Definitions
In this agreement some words have defined meanings. Where they are used in this agreement the following words have these meanings:
“Admin User” means a User whose subscription may be used only to configure and administer Minutz in support of Your use of Minutz. An Admin User may not, and an Admin User subscription may not, be used to access, distribute, or use CRM Functionality;
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Change of Control” means a merger, acquisition or other corporate transaction in which the owners of all the subject entity’s voting interests immediately prior to the transaction own less than 50% of the voting interests of the successor entity resulting from the transaction;
“Contract Term” means the period from this agreement coming into force as described in clause 10.1 to the end of the last Subscription Term, including for example but without limitation, by expiry of a Subscription Term without renewal for a subsequent Subscription Term, or termination of this agreement, whichever is the earlier.
“CRM Functionality” means access to Salesforce.com CRM standard objects through standard tabs, related lists in custom tabs, though the Salesforce web services API or through reports and dashboards. CRM standard objects include campaigns, leads, opportunities, cases, solutions and forecasts. Without limitation CRM is customer relationship management;
“Customer Data” means all electronic data or information submitted by You, or on Your behalf by Users using Minutz which is accessible to You through Minutz, while resident on Minutz;
“Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data;
“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller on behalf of the data controller;
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, applicable to the Processing of Personal Data under this Agreement;
“Data Subject” means the individual to whom Personal Data relates;
“Effective Date” means the time and date that SFDC commences the Minutz subscription for You at Our request, following this agreement coming into force as described in clause 10.1.
“Force Majeure Event” means an act of God including for example but without limitation fire, storm, flood, earthquake, explosion, war, or epidemic, which is outside the reasonable control of the party concerned;
“Meeting Organiser” means a User whose subscription is authorised to create, capture and manage meeting records in Minutz;

“Minutz” is the on-line meeting software as a service provided by Us as described in the Minutz User Guide, it is a software application hosted on the Force.com cloud platform. For the purposes of this agreement Minutz includes the Force.com platform. The Force.com platform is provided to Us by SFDC. Minutz allows the creation and supports the delivery of meeting agendas and minutes, and tracks actions and attendance. Each attendee of the meeting can receive an e-mailed version of the meeting minutes if the owner sends them. The meeting agendas, minutes and attachments are stored in the Org so they can be accessed again at a later stage;
“Minutz User Guide” means the on-line user guide for Minutz as updated from time to time and is currently available at https://minutz.co/UserGuide/ ;
“Org” or “Organization” means a separate set of Customer Data and SFDC product customizations and/or Minutz product customizations held by SFDC in a logically separated database (i.e. a database segregated through password-controlled access);
“Personal Data” means any information relating to (i) an identified or identifiable person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where such data is submitted to Minutz as Customer Data;
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction;
“Salesforce Processor BCR” means SFDC’s processor binding corporate rules for the Processing of Personal Data the most current version of which is available on SFDC’s website, currently located at http://trust.salesforce.com, which govern cross-border transfers of Personal Data to and between members of the SFDC Group, and to third-party sub-processors. The scope of application of the Salesforce Processor BCR is set out in clause 5.5 below;
“Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to Force.com, as updated from time to time, and accessible via http://help.salesforce.com and http://www.salesforce.com/company/legal/agreements.isp under the “Trust and Compliance Documentation” heading, or as otherwise made reasonably available by SFDC;
“SFDC” means salesforce.com EMEA Limited, a limited liability company with it’s registered office at Floor 26 Salesforce Tower, 110 Bishopsgate, London EC2N 4AY;
“SFDC Group” means SFDC and its Affiliates engaged in the Processing of Personal Data;
“SFDC Services Agreement” means SFDC Service Agreement set out in Schedule 1 to this agreement, the SFDC Service Agreement forms part of this agreement;
“Subscription Term” subject to the sentence at the end of this definition regarding add-on User subscriptions, the term for each subscription and each renewal thereof shall be one (1) Year from the commencement of that Subscription Term. The first Subscription Term shall commence on the Effective Date.Each subsequent renewed Subscription Term shall commence immediately on the expiry of the previous Subscription Term, to provide a series of Subscription Terms under this agreement, each subsequent one commencing upon the expiry of the previous one. Each then current Subscription Term shall terminate upon it’s expiry or the termination of this agreement whichever is the earlier. Add-on User subscriptions during any Subscription Term shall commence at the time and date that SFDC commences those add-on User subscriptions for You at Our request, and be coterminous with that Subscription Term.
“Sub-processor” means any Data Processor engaged by SFDC or a member of the SFDC Group;

“Third-Party Applications” means online, web-based applications and offline software products that are provided by third parties;
“User” means one of Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorised to use Minutz subject to this agreement as a result of a subscription having been provided for such User under this agreement, and have been supplied a user identification and password by You (or by Us at Your request) for the purpose of accessing Minutz, and “Users” shall be construed accordingly; and
“Year” means 365 periods of 24 hours, and a period of 24 hours being a day, a Year being the usual paid for subscription period.
Use of Minutz, renewal, invoicing and payment.
You shall fully comply with this agreement and fully perform Your obligations under it, and ensure Users fully comply with this agreement. In consideration of You doing those things We, subject to this agreement, grant non-exclusive, non-transferable use of Minutz to You for the number of User subscriptions (having at least 1 Admin User for every 50 other Users) set out in Schedule 3 to this agreement for the charges set out in Schedule 4 to this agreement, for the first Subscription Term of 1 Year from the Effective Date, to use for Your own internal business purposes only. You may only make use of Minutz via User subscriptions under this agreement. You may request add-on User subscriptions during the Subscription Term by e-mailing Us. Such requests are not accepted until we confirm to You via the person requesting them, that We have accepted the request. Add-on User subscriptions shall commence at the time and date that SFDC commences those add-on User subscriptions for You at Our request. All such add-on User subscriptions shall be coterminous with the other User subscriptions in the then current Subscription Term. The price for such add on User subscriptions shall be our then current list price for such User subscriptions apportioned to take account of the fact that those add-on User subscriptions are coterminous with the then current Subscription Term.
Each User subscription (for example an Admin User subscription or a Meeting Organiser subscription) to Minutz shall entitle one User to use Minutz in accordance with this agreement including for example but without limitation the restrictions related to that type of User subscription, for Your internal business purposes only. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of Minutz). An Admin User may use the functionality in Minutz to so reassign subscriptions. We may audit the Use made by Users.
Unless You give us notice strictly in accordance with this sub-clause 2.3, this agreement shall operate to automatically renew the then current Subscription Term for another 1 Year Subscription Term, with the same number and allocation of User subscriptions (Admin Users and Meeting Organisers) at Our then current list price for such User subscriptions, but otherwise on the same terms as apply to the Subscription Term then being renewed, to provide a series of Subscription Terms under this agreement, each subsequent one commencing upon the expiry of the previous one. If You do not want this agreement to operate to automatically renew for a subsequent Subscription Term, or You wish to reduce User numbers for the subsequent Subscription Term, You must give Us notice no less than 45 days prior to the expiry of the then current Subscription Term, such notice specifying whether such notice is notice not to renew or to reduce numbers of User subscriptions, and in the case of a notice to reduce numbers of User subscriptions what numbers of User subscriptions and the allocation of User subscriptions (Admin Users and Meeting Organisers) are required in the subsequent Subscription Term. For the first Subscription Term under this agreement this means your notice must be given in accordance with this clause and clause 13 (notices) no later than [insert date]. You are responsible for deactivating any User subscriptions that You do not wish to renew upon expiry of the Subscription Term, We will only provide the number and allocation of User subscriptions that are renewed. Where a Subscription Term renews (with either the same or a reduced number of User subscriptions) You shall pay the charges for the renewed User subscriptions for the new Subscription Term at Our then current list price for such User subscriptions, such Subscription Term shall be otherwise on the same terms as apply to the Subscription Term then being renewed.
We shall deactivate all access to Minutz at the end of the Contract Term. Please see clause 5.23 of this agreement for provisions relating to recovery of Customer Data.
You (i) are responsible for all activities occurring under User subscriptions; (ii) are responsible for all the content of all Customer Data; (iii) shall use reasonable efforts to prevent unauthorised access to, or use of, Minutz, and shall notify Us promptly of any such unauthorised use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using Minutz.
You shall and shall ensure that Users shall use Minutz in accordance with the Minutz User Guide only and solely for Your internal business purposes and shall not and shall not attempt to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Minutz available to any third party, other than to Users or as otherwise contemplated by this agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts or programs; (v) interfere with or disrupt the integrity or performance of Minutz or the data contained therein; or (vi) attempt to gain unauthorised access to Minutz or its related systems or networks.
You shall and shall ensure that Admin User(s) shall only configure and administer Minutz in accordance with the Minutz User Guide. You shall not and shall ensure that Admin User(s) shall not access, distribute, or use any CRM Functionality. We and SFDC may audit the use made by Admin Users and other Users through Our and SFDC systems. Should any audit reveal any unauthorised use of an Admin User, You agree to pay Us within 25 days of Our notice of the audit results, SFDC’s then current list price for the SFDC full use version of the User subscription for their system for all of the User subscriptions in the same Org showing unauthorised use (taken as a group), beginning with the date of the first violation through the end of the then current Subscription Term. Following payment of this sum all subscriptions showing unauthorised use will be converted by SFDC to full use subscriptions for their system at SFDC’s then current list pricing for such full use subscriptions for their system for the remainder of the then current Subscription Term, and subsequent Subscription Terms (for which further charges will be payable). Such charges are in addition to Our charges for the Use of Minutz.
You shall not and You shall ensure that Users shall not (i) modify, copy or create derivative works based on Minutz or any part or parts of it; (ii) frame or mirror any content forming part of Minutz, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer Minutz or any part or parts of it in order to (a) build a competitive product or service, or (b) to copy any ideas, features, functions or graphics.
As provided in the definitions of this agreement, Minutz is on-line meeting software as a service (SaaS) hosted on the Force.com cloud platform and as such for the purposes of this agreement includes the Force.com platform. The Force.com platform is provided to Us by SFDC. You agree to the SFDC Service Agreement and that the SFDC Service Agreement forms part of this agreement. While this agreement is between You and Us, SFDC is a third party beneficiary to this agreement as provided in clause 12.
Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all rights, title and interest in and to Minutz, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set out in this agreement.
You agree that We shall have a royalty free, worldwide, transferable, sublicenseable, irrevocable, perpetual licence to use or incorporate into any of Our products and/or services from time to time any suggestions, enhancement requests, recommendations or other feedback provided by You or Users relating to the operation of Minutz.
Any purchase by You of any product or service or Third Party Application is solely between You and such third-party provider. Where We from time to time offer certain additional functionality not defined as part of Minutz, then that functionality may be subject to separate terms and under a separate agreement and Your use of any such additional functionality shall be governed by the terms of any such agreement.
There are usage and storage limits for Minutz. Each User is limited to 1000 emails per day, any single attachment is limited to 10Mb, and while there are no limits on the number of meetings and there is a minimum of 1GB of data storage per Org, otherwise there is a data storage limit of these are 20MB per User. The file storage allocation per Org is 11GB, and the file storage allocation per User is 2GB.
On or after the date of this agreement, We shall invoice You for the charges set out in Schedule 4.
On or after 45 days prior to the commencement of each subsequent Subscription Term We shall invoice You for the charges that relate to the then current number and allocation of Users (Admin Users and Meeting Organisers) at Our then current list price for such Users.
Where User subscriptions are shared or used by more than one User, without prejudice to our other remedies (for example but without limitation the right to terminate this agreement) We may invoice You for the charges that relate to the number of subscriptions that You should have subscribed for, as well as all and any charges costs and expenses in connection with, Our investigation, any audit, and resolution of the breach(s) concerned (including reasonable legal fees).
We shall invoice You for any other charges, costs, and/or expanses incurred as envisaged by this agreement, for example but without limitation where assistance is provided as envisaged by clause 5 at Your request, and as envisaged by clause 2.7.
All charges, costs, and/or expenses invoiced by Us under this agreement are exclusive of VAT and/or applicable sales tax, which shall also be included in Our invoice.
Where in any case any withholding or similar tax is applicable to any payment to Us, You shall gross up the payment to Us so that We receive the entire amount of Our invoice.
All of Our invoices shall be due and payable by You 30days from the date of the invoice and You shall pay them within that time. All invoices shall be denominated in United States dollars and You shall pay each invoice from cleared funds. All invoices shall be paid in United States dollars unless You have requested for Your own convenience, and We have agreed, that you may pay an invoice or invoices in an alternative agreed currency, in which case We will convert the United States dollar sum of each invoice concerned to that currency using the rate We obtain from XE.com, for example but without limitation on the date of the invoice concerned or when You and We agree that a particular invoice is to be paid in the alternative agreed currency. We will communicate the converted sum to You in the agreed currency, and You shall pay that communicated sum in that currency from cleared funds. For the avoidance of doubt clause 2.19 above shall apply to such sum, so that We receive the entire converted amount. All and any such conversion shall be without prejudice to Our rights and remedies in respect of the invoice as denominated, including for example but without limitation rights and remedies if You fail to pay an invoice when due, i.e. 30 days from the date of the invoice. Where XE.com is unavailable or does not have a rate for the currency concerned We will choose another method of conversion that seems to Us reasonable. You agree to Us doing this.
Where we do not receive payment of an invoice in full when due, without prejudice to Our other rights and remedies, such payment or where part payment has been made, the amount not paid, shall be considered overdue and remain payable by You together with interest at the rate of 4% above the sterling base rate for the time being of HSBC in London from the due date to the date of actual payment, whether before or after any judgement, and independent of any such judgement. The interest shall accrue on a daily basis.
Technical Support. We shall use commercially reasonable efforts to provide, web-based and/or e-mail support to You for Minutz during normal business hours in England, and to respond to Your support queries regarding Minutz within one normal business day. . Normal business days are business days in England and shall exclude for example but without limitation weekends and bank holidays. SFDC does not provide any technical support to You.

Licence of Your logo etc.
An Admin User may use functionality in Minutz to include Your logo and/or branding on certain parts of Minutz where this inclusion would not infringe any third party intellectual property or other rights. Where Your logo and/or branding is included in any part or parts of Minutz You hereby grant to Us a royalty free licence, with the right to sub-licence, to use that logo and branding on Minutz in order to provide Minutz to You with that logo and/or branding included but not otherwise. To the extent that SFDC and any SFDC Affiliate(s) and/or Sub-processors require a licence for these purposes You also grant a licence to them for that purpose but not otherwise.
You shall indemnify Us, SFDC, and all relevant SFDC Affiliate(s) and Sub-processors, against all and any liability, losses, damages, fines, costs, expenses, and fees (including for example but without limitation reasonable legal fees) in respect of any claims, demands, suits, proceedings, and the threat of all and any of them, by any third party and/or third parties (including for example but without limitation any against Us by any or all of SFDC and/or it’s Affiliates and/or Sub-processors, and against any one of them against another one or more of them) arising out of or in connection with the use of the logo and/or branding as envisaged by clause 4.1 including for example but without limitation any actual or alleged infringement of third party intellectual property.
Customer Data
You and We agree that You are the Data Controller in relation to Customer Data.

You and We agree that We are a Data Processor in relation to Customer Data. As provided in the definitions of this agreement, Minutz is on-line meeting software as a service (SaaS) hosted on the Force.com cloud platform and as such for the purposes of this agreement includes the Force.com platform. The Force.com platform is provided to Us by SFDC. Accordingly the software element of Minutz provided by Us and Customer Data, including Personal Data, sits on SFDC systems and SFDC Processes Customer Data, including Personal Data. SFDC also engage its Affiliates and Sub-processors to Process Customer Data, including Personal Data. You agree to us engaging SFDC as a sub-processor, to SFDC engaging SFDC Affiliates as sub-processors, and to SFDC and SFDC Affiliates engaging Sub-processors (which may be third parties).
We will make available to you the identity and country of location of Sub-Processors “(Sub-processor Lists”) that SFDC advises Us of. Our contractual arrangements with SFDC requires them to provide the current Sub-processor Lists to Us and to provide Us with a mechanism to be advised of updates to the Sub-processor Lists, as well as to be notified of such updates before any new Sub-processor(s) are authorized to Process Personal Data in connection with Force.com. We will pass these updates to You.
Where We have passed an update to You in accordance with clause 5.3 above and that update provides that a new Sub-Processor is to be authorised, where You have a reasonable basis to object to the use of the new Sub-processor, You shall notify Us within fifteen (15) days after Us sending the update to You. We will notify SFDC of Your objection. Our contractual arrangements with SFDC provide that where We object to a new Sub-processor, and that objection is not unreasonable, SFDC will use reasonable efforts to make available to Us a change in Force.com, or recommend a commercially reasonable change to Our configuration or use of Force.com to avoid processing of Personal Data by the objected to new Sub-processor without unreasonably burdening Us. If SFDC is unable to make available such change within a reasonable period of time, which shall not exceed 60 days of Us notifying SFDC of the objection, then You may terminate Your use of Minutz by providing written notice to Us. Such termination shall terminate this agreement.
SFDC has Salesforce Processor BCR that will apply to Processing by SFDC if You are established in an European Economic Area member state and Your processing activities are governed by the EU Data Protection Directive 95/46/EC (“EU Data Protection Directive”) and/or implementing national legislation. In respect of such processing the Salesforce Processor BCR are included in Our agreement with SFDC by reference, and they shall prevail where there is any conflict between them and what We say about Our relationship with SFDC in this agreement.
Where the Salesforce Processor BCR apply We may, subject to confidentiality obligations, make a request for information relating to SFDC’s compliance with the obligations set out in Our agreement with SFDC in the form of SFDC’s ISO 27001 certification and/or SOC1, SOC2, or SOC3 reports, for Force.com, as described in the relevant Security, Privacy and Architecture Documentation. We may also request an on-site audit of the architecture, systems and procedures relevant to the protection of Personal Data at locations where Personal Data is stored. We may make such requests on Our behalf or on Your behalf. SFDC will refuse access to it’s competitors, be it to information on compliance and/or on-site audit. SFDC make charges in respect of audits based on the time they incur. Where We make a request on Your behalf following a request from You to Us, You agree that You shall be responsible for all such charges, and Our charges based on the time We incur. You agree that We may require you to make an advance payment to cover all or part of Our and SFDC’s charges.

You agree that any audit on Your behalf envisaged by clause 5.3.1 above shall be reasonable in scope, manner and intervals to avoid, to the extent reasonably possible, any disruption of Our, the SFDC Group’s, and any Sub-processor(s) operation processes and take all reasonable measures to limit the impact on Us, the SFDC Group and any Sub-processor(s). Before the commencement of any such audit We must agree upon the scope, timing, and duration of the audit in addition to SFDC’s charge rates. We will need to agree these with You, as well as Our charge rates.
You and We agree that You have sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which You, Users, and meeting attendees acquire and supply such data to Minutz.
The objective of the Processing of Personal Data is the performance of Minutz pursuant to this agreement. The types of Personal Data and the categories of Data Subjects Processed under this agreement in the operation of Minutz is within Your and Users’ control according to Your and Users use of Minutz. We anticipate that the types of Personal Data and categories of Data Subjects Processed under this agreement are as set out in Schedule 2. The duration of Processing is as envisaged by this agreement.
We do not have access to Customer Data unless you give Us access. Where You or Users ask Us to administer or configure Minutz as an Admin User or by other means and give Us access, We may have access to Customer Data and/or Your Org and/or may need to monitor Your and/or Your User’s use of Minutz. All such requests must be made in writing and shall be taken as an instruction from You. You confirm that Users have the authority to give such instructions on Your behalf. Without prejudice to Your obligations, warranties, and representations in this clause 5, where We have access to Personal Data as envisaged by this clause, and You give Us instructions that We consider may breach Data Protection Laws and Regulations, We will tell you so, and in any event may refuse to action that instruction. You must rely on Your own legal advice in relation to compliance with all and any laws and regulations, We will not provide You with legal advice and do not agree to monitor the laws that may apply to You, Customer Data, or Data Subjects.
We will ensure that Our personnel who have access to Personal Data are informed of the confidential nature of the Personal Data, and are subject to confidentiality obligations that survive the termination of their personnel engagement. We have a contractual obligation from SFDC that they will ensure that their personnel who have access to Personal Data are informed of the confidential nature of the Personal Data, and are subject to confidentiality obligations that survive the termination of their personnel engagement.
We will take commercially reasonable steps to ensure the reliability of Our personnel who are engaged in the Processing of Personal Data. We have a contractual obligation from SFDC that they will take commercially reasonable steps to ensure the reliability of their personnel who are engaged in the Processing of Personal Data.
We will and will require that SFDC will only process Personal Data as envisaged by this agreement including in accordance with Your instructions given under it. You agree that Your instructions may only relate to the normal operation of Minutz and in order to operate provisions in this agreement under which you may give instructions. Where Your instructions are not set out in this Agreement, to be effective, those instructions must be agreed by Us in writing. Any such agreement by Us is without prejudice to the warranties, representations, and indemnities You provide in this agreement, and without prejudice to Our rights to terminate this agreement. You agree that it is Your responsibility to satisfy Yourself that this agreement meets all applicable requirements of Data Protection Laws and Regulations from time to time in force, including any imposed upon Us as Data Processor.
You consent to Us and SFDC and SFDC Affiliates and Sub-processors , Processing Customer Data to the extent and in such a manner as is necessary, for the performance of this agreement, and in accordance with any other instructions You may give Us, including for example but without limitation provisioning Minutz, supporting and maintaining Minutz in connection with Your and/or Users use of it, and Processing initiated by You and/or Users in the use of Minutz including for example but without limitation in respect of meeting attendees. You warrant and represent that You have obtained all necessary consents required from Users and meeting attendees for such Processing and shall obtain all and any further consents that become necessary for any reason. Your consent shall not include Processing Customer Data for any other purpose without Your written instruction. For clarity, the following Processing is deemed as an instruction by You: (a) for Processing necessary for the performance of Our obligations under this agreement (including where that performance is undertaken by SFDC and/or it’s Affiliates and/or Sub-processors), (b) with regard to provisioning Minutz; (c) for support and maintenance of Minutz in connection with You and/or Users use of it, and (d) for Processing initiated by You and/or Users in the use of Minutz including for example but without limitation in respect of meeting attendees.
You consent to Customer Data being transferred and processed by Us and/or by SFDC and/or by SFDC’s Affiliates and/or by Sub-processors outside the European Union, outside the EEA, and outside any other jurisdiction applicable to the Customer Data concerned, and warrant and represent that You have obtained all necessary consents required from Users and meeting attendees for such transfer and Processing and shall obtain all and any further consents that become necessary for any reason for such Processing.
You warrant and represent that We, SFDC, and SFDC’s Affiliates, and Sub-processors may rely on Your and User’s instructions, and on the consents that You have obtained and that such instructions and consents comply with all Data Protection Laws and Regulations.
You warrant and represent that You have complied with and will continue to comply with all Data Protection Laws and Regulations, and that that the Processing (including for example but without limitation that relating to data conveyed by Users and/or meeting attendees) undertaken by Us, SFDC, SDFC Affiliates, and by Sub-processors, in accordance with this agreement is and will remain lawful, and complies and will comply with all Data Protection Laws and Regulations.
You shall notify Us if at any time You are aware that You are in breach of all or any of the warranties in this clause 5, and/or that any representation in this clause 5 is false or becomes false, or You suspect that You may be in breach of all or any of the warranties in this clause 5, and/or that You suspect that any representation in this clause 5 is false or becomes false. Without prejudice to other rights and/or remedies We may suspend Your and Users access to Minutz where You have notified Us as envisaged by this sub clause, and/or We reasonably suspect that You are in breach of all or any of the warranties in this clause 5, and/or that any representation in this clause 5 is false or becomes false, and/or that any Processing of Customer Data under this agreement is not compliant with all Data Protection Laws and Regulations. We may also terminate this agreement as envisaged by clause 10.
We maintain administrative, physical, and technical safeguards for the protection of security, confidentiality, and integrity of Customer Data, including Personal Data, resident in Minutz that We have access to, and have a contractual obligation from SFDC that they will maintain administrative, physical, and technical safeguards for the protection of security, confidentiality, and integrity of Customer Data, including Personal Data, resident in Minutz on SFDC’s Force.com systems as set forth in the Security, Privacy, and Architecture Documentation. SFDC’s systems include those provided by the SFDC Group and Sub-processors. We have a contractual obligation from SFDC that they regularly monitor compliance with these safeguards and will not materially decrease the overall security of Force.com during the term of Our subscription with them, which includes the then current Subscription Term. You and Users may transmit Customer Data outside Minutz, for example but without limitation via a telecommunications link, or to share that data with other systems, or to retain it on other systems. We are not responsible for Customer Data transmitted outside Minutz.

SFDC maintains security incident management policies and procedures for Force.com specified in the Security, Privacy and Architecture Documentation and We have a contractual obligation from them that they shall, to the extent permitted by law, promptly notify Us of any actual or reasonably suspected unauthorized disclosure of Customer Data, including Personal Data, by SFDC or it’s Sub-processors of which SFDC becomes aware (a “Security Breach”). We have a contractual obligation from SFDC that to the extent that a Security Breach is caused by a violation of the requirements of the administrative, physical and technical safeguards set forth in the Security, Privacy and Architecture Documentation, SFDC shall make reasonable efforts to identify and remediate the cause of such Security Breach. To the extent that We are permitted to do so under Our contract with SFDC, We will advise You of these matters subject to suitable confidentiality undertakings.
You warrant and represent that You have satisfied Yourself that the administrative, physical, and technical safeguards for the protection of security, confidentiality, and integrity of Customer Data, including Personal Data, are appropriate and meet all the requirements of applicable Data Protection Laws and Regulations.
As Data Processor, to the extent that we are legally permitted to do so, We will inform You as Data Controller if We receive any complaint, notice or communication which relates directly or indirectly to the Processing of Personal Data under this agreement, (including a request from a Data Subject for access to, correction, amendment or deletion of that person’s Personal Data), and will provide assistance as provided in clauses 5.21 and 5.22 below.
To the extent that You do not have access to the Personal Data of a Data Subject who has made a request for access to that person’s Personal Data, and You make a clear and unambiguous commercially reasonable request to Us, We will, where We are legally permitted to do so, provide commercially reasonable assistance to You in handling the Data Subject’s request. Such assistance may require You to give Us access to Personal Data, and may require Us to make a request to SFDC. To the extent legally permitted, You agree that You shall be responsible for any costs and expenses arising from the provision of such assistance, including for example but without limitation Our costs and expenses, SFDC Group’s costs and expenses, and any Sub-processors’ costs and expenses.
To the extent that You, in Your or Users use of Minutz do not have the ability to correct, amend, block or delete Personal Data, as required by Data Protection Laws and Regulations, and You make a clear and unambiguous commercially reasonable request to Us, We will help facilitate such actions where We are legally permitted to do so. Such facilitation may require You to give Us access to Personal Data, and may require Us to make a request to SFDC. To the extent legally permitted, You agree that You shall be responsible for any costs and expenses arising from the provision of such assistance, including for example but without limitation Our costs and expenses, SFDC Group’s costs and expenses, and any Sub-processors’ costs and expenses.
At any time during a Subscription Term, You may export Customer Data from Minutz. You may use this function to back-up Customer Data for example but without limitation to provide for Your own contingency planning. Within 30 days, that is 30 periods of 24 hours, from the end of the Contract Term, You may request a copy of Customer Data, which will be made available to You in .csv format. We have no obligation to retain Customer Data after such 30 days so may not be able to provide a copy to You if You leave Your request toward the end of such 30 days. Our contractual arrangements with SFDC provide that Customer Data will be deleted in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation except as required or permitted by any agreement between You and SFDC. Any modifications to Customer Data made outside Minutz will not be captured as Customer Data and will not be available. Customer Data from one Subscription Term will continue to be included in the Org of the subsequent Subscription Term where the Subscription Term is “renewed” by operation of clause 2.3.
If You install or enable Third-Party Applications for use with Minutz, You agree that We and SFDC may allow providers of those Third Party Applications to access Customer Data as required for the interoperation of such Third-Party Applications with Minutz, and this shall be taken as an instruction from You. Neither We nor SFDC shall be responsible for any, disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. In addition, Minutz may contain features designed to interoperate with Third-Party Applications (e.g. Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with Minutz features on reasonable terms, We may cease providing such features without entitling You to any remedy.
You and Users may be sent automated emails to help provide support Users through set-up. You agree that in doing this We are acting on your instructions and Processing data on your behalf.
Confidentiality
Customer Data is confidential to You. We will not disclose it other than as envisaged by this agreement (for example but without limitation as envisaged by clause 5 in order for such data to be Processed). This obligation is not limited in time.
Minutz including for example but without limitation technologies, architecture, technical information, product designs, financial information, business processes, Minutz performance, Minutz availability, and the Minutz User Guide are confidential to Us. You will not, and You will ensure that Users will not, disclose them, or any part of them or any part of any of them. This obligation is not limited in time.
The “Platform” and “SFDC Service” (both as defined in the SFDC Service Agreement) in each case including for example but without limitation technologies, architecture, technical information, product designs, financial information, business processes, performance, and availability, Sub-processor lists and updates to them, are confidential to Us and are also confidential to SFDC. You will not, and You will ensure that Users will not, disclose them, or any part of them, or any part of any of them. This obligation is not limited in time.
The terms and conditions of this agreement are confidential to Us. You will not, and You will ensure that Users will not, disclose it or any part of it. This obligation is not limited in time.
We will treat as confidential to You, information other than that referred to in clause 6.1, in any form and on any medium disclosed by You or on Your behalf (for example but without limitation by Users) to Us, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. We will not disclose it or any part of it other than as envisaged by this agreement for five (5) Years after the end of the Contract Term, after that period such information shall not be treated as confidential.

You will treat as confidential to Us, other information other than that referred to in clauses 6.2, 6.3, and 6.4 in any form and on any medium disclosed by Us or on Our behalf to You, regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure. You will not, and You will ensure that Users will not, disclose it or any part of it other than as envisaged by this agreement for five (5) Years after the end of the Contract Term, after that period such information shall not be treated as confidential.
Information will not be considered as confidential to You to the extent, but only to the extent, that such information is (a) or becomes generally known to the public without breach of any obligation owed to You by Us; (b) known to Us free from any confidentiality or other restriction prior to its disclosure by or on Your behalf to Us without breach of any obligation owed to You; (c) independently developed by Us without breach of any obligation owed to You by Us and without reference to any information confidential to You; or (d) subsequently received by Us from a third party free from any confidentiality or other restriction and without breach of any obligation owed to You.
Information will not be considered as confidential to Us to the extent, but only to the extent, that such information is (a) or becomes generally known to the public without breach of any obligation owed to Us by You; (b) known to You free from any confidentiality or other restriction prior to its disclosure by or on Our behalf to You without breach of any obligation owed to Us; (c) independently developed by You without breach of any obligation owed to Us by You and without reference to any information confidential to Us; or (d) subsequently received by You from a third party free from any confidentiality or other restriction and without breach of any obligation owed to Us.
You will not use and will ensure that Users will not use, anything that is confidential to Us and/or that is confidential to SFDC for any purpose other than the normal use of Minutz in strictly accordance with the Minutz User Guide and this agreement for Your own internal purposes.
We will not use anything that is confidential to You for any purpose other than performing Our obligations under this agreement.
Notwithstanding the confidentiality and use restrictions in this clause 6 We and You may disclose and use information which is confidential to the other to the extent that such disclosure and use is required by a valid order of a court or governmental body (including for example but without limitation a regulatory authority such as a data protection authority), of competent jurisdiction and authority by applicable law, provided that that one of us who is required to disclose or use the information of the other shall provide to the other (and where You are required to disclose information of SFDC You shall provide to Us), prior notice of such compelled disclosure and/or use to the extent legally permitted, and upon request from the other will provide reasonable assistance, at that other’s cost, if that other wishes to contest the disclosure.
Notwithstanding the confidentiality restrictions in this clause 6, We and You may disclose and permit the use of information which is confidential to:
each of our own respective legal, accounting and tax advisors to the extent that such disclosure and use is required for a bona fide legal, accounting or tax purpose, provided that the person disclosing the information will ensure that such persons comply with the confidentiality restrictions in this agreement,
the extent necessary to enforce this agreement through legal process, and or the extent necessary to defend an actual or threatened claim any claims, demands, suits, proceedings, and the threat of all and any of them, by any third party and/or third parties (including for example but without limitation a regulatory authority such as a data protection authority), and
the extent necessary to comply with applicable legal and regulatory obligations (including for example but without limitation data protection law and regulation).
In the event of a breach or threatened breach by You or Us of any of the provisions in this clause 6 You and We acknowledge that damages may not be an adequate remedy for the other and, accordingly, that other may be entitled, in addition to any other remedies available to it, to seek injunctive relief against such breach or threatened breach.
Performance of Minutz
You acknowledge that You have either had a trial subscription to Minutz or have had the opportunity to do so, You further acknowledge that Minutz is supplied “as is”, and that You have satisfied Yourself of Minutz performance, availability, merchantability, quality, and suitability and fitness for the purposes for which You will use it, taking into consideration the cost of Minutz subscriptions. We make no warranty or representation of any kind with respect to Minutz including for example but without limitation its performance or availability, and to the greatest extent permitted by law exclude all express and implied warranties statutory or otherwise including for example but without limitation any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third party rights.
Liability
Nothing in this agreement limits or excludes liability of either party for death or personal injury caused by it’s negligence, or for fraud or fraudulent misrepresentation.
Subject to clause 8.1, Our total aggregate liability arising out of or in connection with this agreement in any Subscription Term, including for example but without limitation Your and/or Users use of Minutz and in respect of meeting attendees, however that liability arises, including for example but without limitation in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to 125% of the sum of the charges that You have paid for User Subscriptions for that Subscription Term excluding VAT and/or other applicable sales taxes (so not including any advance payment for any subsequent subscriptions, including for example but without limitation on renewal, but including part Year subscriptions for Users added during the subscription Year concerned, as those added subscriptions are coterminous with those for the then current full Year subscription) . For example if at the relevant time this agreement was entered into the then current list price for Admin Users are US$15 per month, and Meeting Organisers are US$10 per month for 1 Admin User and 9 Meeting Organisers, then US$15 + US$90 = $105, this is multiplied by 12 (as there are 12 months in a Year) to equal US$1260, if 2 Meeting Organisers are added half way through the Year at US$5 each being half of the full Year subscription those charges would be added to make US$1270, but no advance renewal payment for the following Year’s subscriptions is included so the total of US$1270 would remain the same. The total is then multiplied by 125% which equals US$1587.50.

Subject to clause 8.1, in no event shall We have any liability for:
any lost profits;
loss of business;
depletion of goodwill or other similar losses;
loss of use;
loss or corruption of data or information;
cost of procurement of replacement goods or services; or
for any indirect, special, incidental, punitive or consequential damages;
in each case however caused and whether in contract, tort (including negligence), breach of statutory duty, or any other theory of liability, whether or not You have been advised of the possibility of such liability.
You shall indemnify Us against all and any liability, losses, damages, fines, costs, expenses, and fees (including for example but without limitation reasonable legal fees) in respect of any claims, demands, suits, proceedings, and the threat of all and any of them, by Users and/or by meeting attendees and in each case all and any of them, arising out of or in connection with this agreement, including for example but without limitation Users use of Minutz.
You shall indemnify Us against all and any liability, losses, damages, fines, costs, expenses, and fees (including for example but without limitation reasonable legal fees) in respect of any claims, demands, suits, proceedings, and the threat of all and any of them, by any third party and/or third parties (including for example but without limitation SFDC and/or it’s Affiliates and/or Sub-processors) arising out of or in connection with Your breach of this agreement, including for example but without limitation Your and/or Users failure to comply with the restrictions in this agreement, the content You or Users enter into Minutz, breach of all or any of the warranties You give in clause 5 of this agreement, and/or where any representation in clause 5 is false or becomes false.
You shall indemnify Us, SFDC, and all relevant SFDC Affiliate(s), and Sub-processors, against all and any liability, losses, damages, fines, costs, expenses, and fees (including for example but without limitation reasonable legal fees) in respect of any claims, demands, suits, proceedings, and the threat of all and any of them, by any third party and/or third parties (including for example but without limitation any against Us by any or all of SFDC and/or it’s Affiliates and/or Sub-processors, and against any one of them against another one or more of them) arising out of or in connection with any non-compliance with any Data Protection Laws and Regulations by Processing of Customer Data by any or all of Us, SFDC and/or it’s Affiliates and/or Sub-processors in accordance with this agreement. Such third parties may for example but without limitation include regulators and statutory authorities.
You and We, taking all the context of this agreement into account (including for example but without limitation the charges for Minutz), consider the exclusions, limitations, and indemnities in this agreement to be reasonable in all the circumstances. You should consider insuring against all such potential loss, damage, expense or liability as is limited, excluded and/or indemnified.
Publicity
You licence Us to include Your name and logo in Our marketing literature as being a subscriber to Minutz.

You and We agree that neither of us shall make any false, misleading or disparaging statements about the other or it’s technology or services, or their capabilities, features, functions or performance, and You shall ensure that Users do not do so.
Term, termination, and survivals
This agreement is entered into and comes into force immediately upon the last of the parties signing it, be it in counterparts or not, and whether by virtual means or not, which shall be the date entered at the top of this agreement.

Save for the provisions that survive such period this agreement shall terminate at the end of the Contract Term, including for example but without limitation, by expiry of a Subscription Term without renewal for a subsequent Subscription Term, or termination of this agreement, whichever is the earlier. For the avoidance of doubt termination of the use of the “Platform” and/or the “SFDC Service” as defined in the SFDC Services Agreement shall also terminate this agreement, and termination of this agreement shall include termination of the then current Subscription Term, all User subscriptions, and all rights to use Minutz granted by it.
Your use of Minutz may be immediately terminated and/or suspended by notice to You without liability for such suspension and/or termination due to (a) a breach of this agreement by You or any User (including for example but without limitation Your failure to pay invoices when due), (b) the termination or expiration of Our agreement with SFDC pursuant to which SFDC are providing the “Platform” and/or the “SFDC Service” each as defined in the SFDC Service Agreement, and/or (c) a breach by Us of Our obligations to SFDC with respect to subscriptions We are providing to You in connection with this agreement. (. If You use the Minutz in combination with a “SFDC Service Org” as defined in the SFDC Service Agreement other than the Org provisioned solely for the use with Minutz (a “Shared Org”) You acknowledge and understand that (i) access to such Org, including Minutz used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your agreement with SFDC, and (iii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your “Platform” subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of Us or SFDC to You for any compensation.
Subscriptions for Minutz are non-cancellable by You during a Subscription Term.You may export Customer Data as stated elsewhere in this agreement.
Without prejudice to Your other rights under this agreement You may immediately terminate this agreement by notice to Us without liability for such termination if:
We materially breach Our obligations under this agreement;
We disclose or use information confidential to You otherwise than in accordance with this agreement; and
As provided by clause 5.4.
Without prejudice to Our other rights under this agreement We may immediately terminate this agreement by notice to You without liability for such termination if:
You and/or any User breach this agreement, including for example but without limitation any breach of warranty or where You fail to pay any invoice when due;

Where any representation given by You in connection with this agreement is false or becomes false or We suspect that it is false (at Our own discretion), whether or not as a result of a notice from You;
You or Users use Minutz or any part of it otherwise than in accordance with this agreement;
You or Users disclose or use information confidential to Us or information confidential to SFDC otherwise than in accordance with this agreement;
We call on, or have the right to call on, any indemnity in this agreement;
You are subject to a Change of Control;
You cease to carry on business or threaten to cease to carry on business;
You are unable to pay Your debts as they fall due or are the subject of any insolvency event including for example but without limitation bankruptcy, liquidation (compulsory or voluntary), administration, an arrangement with creditors, or anything analogous to an insolvency event, in each case in any jurisdiction; or
A Force Majeure Event persists for more than 30 days.
We may immediately terminate this agreement by notice at any time, such notice to take effect at the end of any Subscription Term.
Any termination of this agreement shall be without prejudice to any other rights or remedies of either party to this agreement or under law and will not affect any accrued rights or liabilities of either party at the date of termination.

The following provisions of this agreement and those specified as surviving the termination of this agreement, and all other provisions necessary to their interpretation or enforcement, shall survive indefinitely after the expiration or termination of this agreement and will remain in full force and effect and be binding on the parties as applicable:
the reservation of rights element of clause 2.10;
clauses 2.4, 2.7, 2.8, 2.11, clauses 2.14 to 2.21 inclusive, 4.2, 5, 6, 7, 8, 9, 10.8, 10.9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 ; and
to the extent not covered by the above the provisions of this agreement that should reasonably survive.
Bribery and corruption
You and We will comply with the U.K. Bribery Act and with the anti-corruption laws of other countries, to the extent that they are applicable. An example of a law of another country is the U.S. Foreign Corrupt Practices Act.
Third party rights
Save for SFDC, SFDC Affiliates, and Sub-processors as provided for in this clause 12 a person who is not a party to this agreement has no right to benefit under or enforce this agreement.
SFDC shall be a third party beneficiary to this agreement as it relates to:

the SFDC Service Agreement;

the note of non-responsibility in clause 5.24;

licence rights granted to it in clause 4.1;

audit rights granted to it;

indemnities in favour of it; and

information confidential to it.
SFDC Affiliates and Sub-processors shall each be a third party beneficiary to this agreement as it relates to licence rights granted to them in clause 4.1, and indemnities in favour of them.
subject to clauses 12.1, 12.2, and 12.3 above, the parties confirm their intent not to confer any benefit on any other third party or third parties by virtue of this agreement.
The parties to this agreement do not require the consent of any third party to terminate, rescind or agree to any variation, waiver or settlement in relation to it.
Notices
Where You are required to give Us notice You shall do so in writing, clearly identified as a legal notice, and such notice shall be given upon (i) personal delivery, or (ii) the second business day after posting first class in England, or (iii) confirmed signed for delivery by a reputable international courier. Notices may not be given by e-mail or facsimile. Notices to Us shall be addressed to The Chief Executive Officer, Tzatziki Limited, at Our address given at the head of this agreement (parties) or such other address that We notify to You.

Where We are required to give You notice We shall do so in writing, clearly identified as a legal notice, and such notice shall be given upon (i) personal delivery, or (ii) the second business day after posting first class in England, or (iii) confirmed signed for delivery by a reputable international courier. Notices may not be given by e-mail or facsimile. Notices to You shall be addressed to addressed to The Chief Executive Officer at Your organisation name and address given at the head of this agreement (parties) or such other name for Your organization, and/or address that You notify to Us.
Force Majeure
Except with respect to obligations You have to pay and/or indemnify, and/or warranties, and/or representations You give, in each case in this agreement, neither party shall be responsible for a delay or failure in performance of it’s obligations under this agreement to the extent, but only to the extent, that the delay or failure has occurred because of a Force Majeure Event providing that party promptly takes all reasonable steps to overcome the delay or failure as the case may be.

For the avoidance of doubt clause 14.1 shall not apply to for example but without limitation:
labour disputes of the party concerned;
actions or inactions of Users and/or meeting attendees.
Counterparts
This agreement and any variation to this agreement as envisaged by clause 22 may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute one and the same agreement.
Waiver

No consent or waiver by a party to or of any breach or default by the other party in its performance of its obligations under this agreement will be (a) effective unless in writing and signed by both parties; or (b) deemed or construed to be a consent or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that other party. The parties respective rights and remedies under this agreement are cumulative and not exclusive of any other rights or remedies to which the parties may be lawfully entitled under this agreement or at law or equity, and the parties will be entitled to pursue any and all of their respective rights and remedies concurrently, consecutively and alternatively.

Severability
If any provision or part of a provision of this agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, then that provision or part provision will be, to the necessary extent only, deemed to be severed from this agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this agreement would fail in its essential purpose.
Assignment
You may not assign, subcontract or otherwise deal with this agreement or any of Your rights or obligations under it, and shall make no attempt to do so whether by operation of law or otherwise and any attempt to do so will be void and of no effect.
We may assign Our rights under this agreement, and may subcontract Our obligations under it.
Nature of relationship
The parties are non-exclusive independent contractors and nothing in this agreement or done pursuant to it will constitute or imply any partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties other than the contractual relationship expressly provided for in this agreement.
Export control
Minutz and/or parts of Minutz, and derivatives thereof may be subject to export laws and regulations of the United Kingdom, United States, and other jurisdictions. Each party represents that it is not named on any U.K. or U.S. government denied-party list or the equivalent thereof. You shall not, and shall not permit Users to, access or use Minutz in and/or from any country that is embargoed by any applicable jurisdiction including for example but without limitation a U.K. embargoed country or U.S. embargoed country (countries which are or have been U.S. embargoed counties are Cuba, Iran, North Korea, Sudan and Syria) or in violation of any applicable export law or regulation including for example but without limitation U.K. and/or U.S export laws or regulations.

Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges that in entering into this agreement it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this agreement (whether negligently or innocently made), except for any representation made fraudulently.

Variation
No variation of this agreement shall be valid unless confirmed in writing by authorised signatories of both parties on or after the date of this agreement.
Law and jurisdiction.
This agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of England, without regard to its conflicts of laws provisions.

The place of performance of this agreement is agreed by the parties to be England.

The English courts shall have exclusive jurisdiction to adjudicate any disputes relating to this agreement and each party submits to the exclusive jurisdiction of the English courts save that We shall have the right to take such action as We see fit (including legal action):

to recover any liability, losses, damages, fines, costs, expenses, and fees (including for example but without limitation enforcing an indemnity) in any jurisdiction in which You are operating or have assets; and

for infringement of intellectual property rights and/or any unlawful act in relation to proprietary information and/or trade secrets in any country where We believe that infringement and/or any unlawful act is or may be taking place.
You recognise that Our business relies upon the protection of intellectual property, proprietary information and trade secrets, and that in the event of a breach or unlawful use, or threatened breach or unlawful use of all or any part of any of these We may be entitled to injunctive relief.

By ticking the box I have read and agree to the terms and conditions

in the Subscribe Now page you are accepting this contract as legal and binding.
Executed by the parties on the date set out at the top of this agreement
Schedule 1
SFDC Services Agreement
“AppExchange” means the online directory of on-demand applications that work with the SFDC Services, located at http://www.appexhange.com or any successor websites.
“Platform” means the online, Web-based platform service provided by SFDC to Reseller in connection with the Reseller’s provision of the Reseller Application to You.
“Reseller” means Tzatziki Limited a company registered in England with company number 08522890 whose registered office address is 591 London Road, Cheam, Sutton, Surrey, England, SM3 9AG.
“Reseller Application” means the software element of Minutz, not being the Platform or the SFDC Service or part of either of them. Minutz is described in the Minutz User Guide as updated from time to time and is currently available at https://minutz.co/UserGuide/. Minutz allows the creation and supports the delivery of meeting agendas and minutes, and tracks actions and attendance.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Services Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com EMEA Limited a limited liability company with it’s registered office at Floor 26 Salesforce Tower, 110 Bishopsgate, London EC2N 4AY;
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorised to use the Platform subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by SFDC or Reseller at Your request).
“You” and Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller.
“Your Data” means all electronic data or information submitted by You as and to the extent it resides in the Platform or SFDC Service.
Use of Platform

Each User subscription to the Reseller Application shall entitle one User to use the Platform via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by the Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally or to use it in connection with applications other than the Reseller Application. If You wish to use the SFDC Service or any of its functionalities or services other than those included in the Reseller Application or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.saleforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any Platform or SFDC Service functionality within it that is in excess of the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access or use such functionality, and You agree that Your use of such functionality, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement.
If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You with any fees paid by You to Reseller.
You (i) are responsible for all activities occurring under User subscriptions; (ii) are responsible for all the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorised access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or SFDC promptly of any such unauthorised use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform.
You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorised access to the Platform or the SFDC Service or its related systems or networks.
You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service in order to (a) build a competitive product or service, or (b) to copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of Third-Party Applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customisation and other consulting services related to customer’s use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform and/or the SFDC Service such as by exchanging data with the Platform and/or the SFDC Service or by offering additional functionality within the user interface of the Platform and/or the SFDC Service through use of the Platform and/or the SFDC Services application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application, or any other product or service of Reseller, whether or not such products or services are designated by SFDC as “certified”, “validated” or otherwise. Any exchange of data or other interactions between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any Product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g. Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
Access by Reseller. To the extent Reseller serves as the administrator of the Reseller Application for You, You acknowledge that your use of the Reseller Application may be monitored by Reseller and Reseller may access Your Data submitted to the SFDC Service or Reseller Application. By agreeing to this SFDC Service Agreement, you are consenting to such monitoring and access by Reseller.
Processing of Your Data. SFDC’s processing of Your Data is limited to the extent and in such a manner as is necessary, for the performance of SFDC’s obligations under its agreement with Reseller with regard to provisioning the Platform in connection with the Reseller Application and shall not include processing Your Data for any other purpose without Your or Your Reseller’s written instruction as appropriate. For clarity, the following processing is deemed as an instruction by Reseller and/or You: (a) processing necessary for the performance of SFDC’s obligations under its agreement with Reseller with regard to provisioning the Platform in connection with the Reseller Application; and (b) processing initiated by Your Users in their use of the Reseller Application.
Return of Your Data. You have thirty (30) days from the date of termination of your Reseller Application subscription term in which to request a copy of Your Data, which will be made available to You in .csv format. Any modifications to such Your Data made by the Reseller Application outside of the Platform (if any) will not be captured in Your Data as returned and the return of any such modified data shall be the responsibility of Reseller.
Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly se forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
Suggestions. You agree that SFDC shall have a royalty free, worldwide, transferable, sublicenseable, irrevocable, perpetual licence to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.
Suspension and Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for the use with the Reseller Application (a “Shared Org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
Subscriptions Non-Cancellable. Subscriptions for the Platform are non-cancellable during a subscription term, unless otherwise specified in Your agreement with Reseller.
No Warranty. SFDC MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
No Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, COST OF PROCUREMENT OF REPLACEMENT GOODS OR SERVICES, LOST BUSINESS, LOSS OF USE, LOSS OF OR CORRUPTION OF DATA, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBLILITY OF SUCH DAMAGES.
Further contact. SFDC may contact You regarding new Platform and SFDC Service features and offerings.
Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.

Schedule 2
Types of Personal Data and categories of Data Subjects Processed under this agreement
Categories of Data Subjects
You and Users may submit Personal Data to Minutz. You, at Your sole discretion determine and control the extent to which Personal Data is submitted. Such Personal Data may include, but is not limited to Personal Data relating to the following categories of data subjects:
Prospects, customers, business partners and vendors

Employees, officers, or contact persons of prospects, customers, business partners and vendors

Your employees, agents, advisors, freelancers

Users and meeting attendees.
Categories of Personal Data
You and Users may submit Personal Data to Minutz. You, at Your sole discretion determine and control the extent to which Personal Data is submitted. Such Personal Data may include, but is not limited to Personal Data relating to the following categories of Personal Data:
First and last name

Title

Position

Employer

Contact information (company, e-mail, phone, physical business address)

ID data

Professional life data

Personal life data

Connection data

Localisation data
Schedule 4
Charges for the numbers of User subscriptions for the first Subscription Term as at the Effective Date.
Admin Users [in USDollars] Meeting Organisers [in USDollars]