Trial Agreement Updated 2017-04-07T19:40:43+00:00

Agreement for a Trial Use of Minutz

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING TO USE MINUTZ.

 

THIS IS A LEGAL AGREEMENT AND THE USE OF MINUTZ IS STRICTLY SUBJECT TO IT.

 

By ticking the box on the Minutz.co website and continuing You are agreeing to this Agreement, including but not limited to disclaimers and exclusions.

 

Minutz is provided for use by a business solely for its internal business purposes.

 

We are Tzatziki Limited, a company registered in England with registered number 08522890, registered office address 591 London Road, Cheam, Sutton, Surrey SM3 9AG. In this agreement we refer to Tzatziki Limited as We, Us, Our, or Tzatziki.

 

We provide Minutz solely for the internal business purposes of the person who enters into this agreement with Us. It is important that the correct person enters into this agreement.

 

If you are an individual, this agreement is between you as an individual and Us, unless you are you are authorised to enter into this agreement on behalf of another legal entity such as a company or a limited liability partnership, are entering into it on behalf of that entity in accordance with that authority, and you have provided the full and correct name and the country of registration/domicile of that legal entity through the Minutz.co website, in which case this agreement is between Us and that legal entity. If you provide incorrect details or are not authorized to enter into this agreement on behalf of that legal entity, the use of Minutz may be unauthorised and may be the subject of legal action, We may also terminate the use of Minutz. In this agreement We refer to the person with whom We have entered into this agreement as You, Your, or Customer.

 

  1. 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;

 

  • “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;

 

  • “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 Support Page” means the on-line user guide for Minutz as updated from time to time and is currently available at https://intercom.help/minutz ;

 

  • “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;

 

 

  • “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;

 

  • “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;

 

  • “Trial Period” means 60 days, that is 60 periods of 24 hours from the time You entered into this agreement by ticking the box on the Minutz.co website and continuing, so the Trial Period expires upon expiry of 60 periods of 24 hours from that time; and

 

  • “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 trial 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.

 

  1. Trial use of Minutz

 

  • 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 11 Users (including 1 Admin User) on trial subscriptions to use during the Trial Period for your own internal business purposes only to You to see whether You would like to subscribe to a paid for subscription.

 

  • The individual who gives his or her details for the trial by ticking the box on the Minutz.co website and continuing, whether acting on their own behalf or on behalf of another legal entity will be made the Admin User. The Admin User may add up to 10 additional Users, not being Admin Users, using the functionality in Minutz. Each trial 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). The Admin User may use the functionality in Minutz to so reassign subscriptions. We may audit the Use made by Users.

 

  • Unless We have agreed otherwise with You in writing before the expiry of the Trial Period, including for example but without limitation by You entering into a written agreement with Us for a paid for subscription, We shall deactivate Your and Users access to Minutz at the end of the Trial Period. 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 the audit results, (which We will communicate to You where You have provided Us with correct and current contact details for Us to do so) 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, or subsequent terms (for which further charges will be payable). This includes the Trial Period and any subsequent paid for subscription, and such charges are in addition to Our charges for the Use of Minutz including for example but without limitation paid for subscriptions to 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. We will deal with data in more detail below but as SFDC is mentioned here We want to specifically point out to You that by entering into this agreement You agree that Your registration information will be disclosed to SFDC and will be used by SFDC pursuant to its privacy policy available at http://www.salesforce.com and that SFDC may contact You.

 

  • 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.

 

  • For the purposes of trial use there are usage land storage imits for Minutz. Each User is limited to 200 emails per day, any single attachment is limited to 10Mb, and while there are no limits on the number of meetings there is an overall data storage limit of 1Gb for the entire Trial Period.

 

  1. 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.
  2. 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.

 

  1. 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).

 

  • Where You have provided Us with correct and current contact details for Us to do so 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 You have provided Us with correct and current contact details for Us to do so.

 

  • 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, and You have provided Us with correct and current contact details for Us to do so, 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 Trial Period. You and Users may transmit Customer Data outside Minutz, for example but without limitation to 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, and You have provided Us with correct and current contact details for Us to do so, 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 and You have provided Us with correct and current contact details for Us 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, and You have provided Us with correct and current contact details for Us 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 and You have provided Us with correct and current contact details for Us 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 the Trial Period, 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 expiry of the Trial Period or termination of this Agreement whichever is earlier, 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. Where You enter into a paid for subscription by entering into an agreement in writing with Us prior to the expiry of the Trial Period existing Customer Data will be included in the Org of that paid for subscription and be subject to the terms of the agreement relating to that paid for subscription.

 

  • 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.

 

  • Upon You ticking the box on the Minutz.co website and continuing and this agreement coming into force You and Users may be sent automated emails to help provide support Users through set-up, and provide a route to a paid for subscription for Minutz should this be desired. You agree that in doing this We are acting on your instructions and Processing data on your behalf.

 

  • As mentioned in clause 2.8 We want to specifically point out to You that by entering into this agreement You agree that Your registration information will be disclosed to SFDC and will be used by SFDC pursuant to its privacy policy available at http://www.salesforce.com and that SFDC may contact You. You agree that in doing this We are acting on your instructions and Processing data on your behalf.

 

  1. 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 Trial Period, 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 Trial Period, 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 in the case of Us giving notice to You that You have provided full and correct details to enable Us to lawfully do so), 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.

 

  1. Performance of Minutz

 

  • You acknowledge that this is an agreement for the trial use of Minutz for You to see whether You would like to subscribe to a paid for subscription and that this trial is provided without charge, You further acknowledge that Minutz is supplied “as is”. Accordingly You and Users make use of Minutz as is, and 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.

 

  1. 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.

 

  • You acknowledge that this is an agreement for the trial use of Minutz for You to see whether You would like to subscribe to a paid for subscription only and that this trial is provided without charge. Accordingly except in relation to clauses 5 (Customer Data) and 6 (Confidentiality) (the liability in respect of which is dealt with in clause 8.3), and subject to clause 8.1, to the maximum extent permitted by law We exclude all liability arising out of or in connection with this agreement, 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.

 

  • Subject to clause 8.1, in respect of Our obligations in clause 5 (Customer Data) and 6 (Confidentiality) Our total aggregate liability arising out of or in connection with this agreement, 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 excluding VAT and/or other applicable sales taxes that We would have made for Your User’s subscriptions had they been paid for one year subscriptions, apportioned for the number of days of the Trial Period being less than a year, but in no circumstances more than a year (a year being the usual paid for subscription period of 365 periods of 24 hours, and a period of 24 hours being a day). 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, then divided by 365 to give the number of days, which in this example equals US$3.45, then multiplied by the number of days in the Trial Period, being, in this example, 60 days which equals US$207.12, and then multiplied by 125% which equals US$258.90.
  • 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, 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.

 

  1. Publicity

 

  • You licence Us to include Your name and logo in Our marketing literature as having undertaken a trial of 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.

 

  1. Term, termination, and survivals

 

  • This agreement is entered into and comes into force immediately upon You ticking the box on the Minutz.co website and continuing.
  • Save for the provisions that survive such period this agreement shall terminate at the end of the Trial Period unless terminated earlier in accordance with its terms (including for example but without limitation where this agreement is terminated as a result of You entering into an agreement with Us for a paid for subscription). 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 all rights to use Minutz granted by it.

 

  • Your use of Minutz may be immediately terminated and/or suspended without notice without liability for such suspension and/or termination due to (a) a breach of this agreement by You or any User, (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, (c) a breach by Us of Our obligations to SFDC with respect to subscriptions We are providing to You in connection with this agreement, and/or (d) If the person entering into this agreement provides incorrect details for themselves and/or the legal entity on behalf of which they enter into this agreement, or do not have authority to enter into this agreement on behalf of that legal entity. 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, including for example but without limitation the Trial Period. You may export Customer Data as stated elsewhere in this agreement, and the trial subscriptions under this agreement may be replaced by paid for subscriptions by You entering into a written agreement with Us for a paid for subscription.

 

  • 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 without liability for such termination if:

 

  • You and/or any User breach this agreement, including for example but without limitation any breach of warranty;

 

  • 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.

 

  • This agreement shall terminate automatically upon an agreement for a paid for subscription to Minutz taking effect, so that there is no gap in Your use of minutes, but no overlap of that agreement with this agreement.

 

  • 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:

 

  • disclosure and contact elements of clause 2.8;

 

  • the reservation of rights element of clause 2.9;

 

  • clauses 2.3, 2.6, 2.7, 2.10, 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.

 

  1. 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.

 

  1. 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.

 

  1. 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, 591 London Road, Cheam, Sutton, Surrey SM3 9AG.
  • Where We are required to give notice to You, We shall only be required to do so where You have provided Us with correct and current contact details for Us to do so, where this is the case 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.
  2. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.
  1. 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.
  1. 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.

 

  1. 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.

 


 

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.

 

  1. 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 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. Subscriptions Non-Cancellable. Subscriptions for the Platform are non-cancellable during a subscription term, unless otherwise specified in Your agreement with Reseller.

 

  1. 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.

 

  1. 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.

 

  1. Further contact. SFDC may contact You regarding new Platform and SFDC Service features and offerings.

 

  1. 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