WELCOME TO C360

These C360 Solution Subscription Terms (Subscription Terms) govern the access to and use of the 360 Solution.

1. What these Subscription Terms do

   
   

   1. By registering for an Account and clicking to confirm acceptance of these Subscription Terms, the Customer warrants and represents to CCD that it or anyone acting on its behalf has the legal authority to bind or be bound by, and is lawfully able to enter into a contract with CCD.

      
      

   2. By allowing a User to access or use the C360 Solution or continue to use the C360 Solution following our notification of any changes to these Subscription Terms, the Customer is agreeing to comply with them.

      
      

   3. If you do not have authority to act on behalf of the Customer, or the Customer does not agree to be bound by and comply with these Subscription Terms, do not complete the on-line registration process, register for an Account or allow Users to use the C360 Solution, and/or continue to use the C360 Solution, and the Customer must close or deactivate the Account, where it already has one with us.

      
      

   4. These Subscription Terms set out:

      
      

      1. who we are;

         
         

      2. the terms on which we provide access to the C360 Solution to you;

         
         

      3. how to close or deactivate an Account or terminate a Subscription;

         
         

      4. how changes can be made to Subscriptions, Accounts, the C360 Solution and these Subscription Terms; and

         
         

      5. other important information, in particular limitation of liability as set out in Condition 13.

         
         

   5. In some areas, you will have different rights under these Subscription Terms depending on whether you are the Customer or just a User on behalf of a Customer.

      
      

2. Who we are

   
   

   1. We are Customs Connect Digital Solutions Limited, a company registered in England and Wales under company number 11296330 and whose registered office is located at HQ Clippers Quay The Quays, Salford, Manchester, Greater Manchester, United Kingdom, M50 3XP (CCD, We, Us, Our).

      
      

   2. To contact us, please do so in writing:

      
      

      1. by e-mail to: info@ccdigitalsolutions.co.uk; or

         
         

      2. by post at: HQ Clippers Quay The Quays, Salford, Manchester, Greater Manchester, United Kingdom, M50 3XP.

         
         

3. There are other terms that may apply to you

   
   

   1. These Subscription Terms refer to the following additional terms, which will also apply to your use of the C360 Solution:

      
      

      1. our Privacy Notice which sets out details of how we collect, use and look after personal data provided or collected as part of a User’s access to and use of the C360 Solution, to subscribed to the C360 Solution, create access rights for Users, to sign up for and create an Account; and

         
         

      2. our Cookies Policy, which sets out information about the cookies used within our C360 Solution.

         
         

   2. These additional terms can be found in the Account Preferences.

      
      

4. Definitions and Interpretation

   
   

   1. Unless the context requires otherwise, the following words and expressions shall have the following meanings:

      
      

      A Widget	a Widget that is provided as standard as part of the C360 Solution, the number of and type of which vary according to the Subscription Level the Customer has activated at a given time;
      Account	the Customer’s account, being either an:
      Account Preferences	the area within the Account where the Admin Users or Single Users and/or the Customer can view and manage Subscription Levels, Widgets and other information relating to its Subscription;
      Admin User	the designated User that has enhanced access rights to the C360 Solution, including the right for that User to amend the Subscription Level and activate or deactivate B Widgets;
      Annual Subscription	a Subscription where the Customer pays the Subscription Charges in respect of each Contract Year (or part thereof) annually in advance;
      Applicable Data Protection Laws	means:
      Applicable Law	all applicable statutory and other laws, rules, regulations, instruments, orders and/or provisions in force from time to time (including the Applicable Data Protection Laws) to which a Party is subject from time to time;

      
      

      1. account that is set up for use by a Single User only; or

      2. account that is set up for use by multiple Users and has an Admin User;

      1. to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;

      2. to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which CCD is subject, which relates to the protection of personal data;

      
      

      B Widget:	a paid for Widget that can be activated or deactivated from time to time in accordance with Condition 5.9;
      C360 Solution:	the right to access the Software and the Documentation in order to use the Functionality as dictated by the Subscription the Customer has in place from time to time, each in accordance with these Subscription Terms;
      CCD Group Company	CCD and/or its holding company or subsidiaries from time to time and any subsidiary from time to time of Customs Connect Group Limited (CN: 9917825) and/or any other company within the same group of companies (as appropriate);
      CCD Representatives	any employees or officers of any CCD Group Company or its Contractors that are involved in the performance and/or delivery of the C360 Solution;
      Charges	all and any fees and charges payable by the Customer to CCD under or in connection with these Subscription Terms, including Subscription Charges and Widget Charges;
      Commencement Date	the date the Registration Process is completed, where the Account is created and these Subscription Terms have been accepted;
      Condition	a condition of these Subscription Terms;
      Confidential Information	any and all information of whatever nature disclosed directly or indirectly (whether before or after the Commencement Date and whether given in writing, verbally or by any other means) by a Party or (where CCD is the disclosing party, by CCD Representatives) to the other Party, including any information relating to its business affairs, customers, clients, suppliers, operations plans or intentions, concepts, ideas and business strategies of CCD or CCD Representatives products and services (including the C360 Solution, the Software, Widgets and other software products or services), technical information databases, interest services data, financial information, marketing information, analyses, documents, data (including Supply Chain Data), formulae, processes, designs, know-how, source code, object code, trade secrets and Intellectual Property Rights, which information is designated in writing to be confidential or proprietary, or which information would, under the circumstance, appear to a reasonable person to be confidential or proprietary;
      Contract Year
      Contractor	a person to whom CCD subcontracts any of its obligations under these Subscription Terms from time to time;
      Control	shall be as defined in section 1124 of the Corporation Tax Act 2010, and Change of Control shall be construed accordingly;
      Customer	an individual, firm, company or other legal entity who registered for or in respect of which the Account is created;

      1. in respect of the first Contract Year, the period commencing on the Registration Date and ending the expiry of 12 months from the Trial Expiry Date; and

      2. in respect of any other Contract Year, a consecutive period of 12 months commencing on an anniversary of the Trial Expiry Date;

      
      

      Customer Data:	any Data belonging to and inputted by the Customer and/or its Users, or CCD on the Customer’s behalf, into the C360 Solution (including the Supply Chain Data) and any Output Data;
      Customer Environment	the environment which the Customer or Users use with or to access and use the C360 Solution, including any and all information technology communication links required by the Customer to facilitate the Customer’s and Users’ access to the C360 Solution;
      Data:	data of any form, nature or structure, that can be created, uploaded, inserted into or derived from or with the C3 Product;
      Documentation	the electronic operating and user instructions relating to the Software and the Functionality, accessible via https://www.ccdigitalsolutions.com/ c360.co.uk;
      EU GDPR	the General Data Protection Regulation ((EU) 2016/679);
      Event of Force Majeure	any cause preventing CCD from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable contemplation and control of including, strikes, lockouts or other industrial disputes (whether involving the workforce of or otherwise) act of God, epidemic or pandemic, war, riot, civil commotion, civil emergency, radioactive, nuclear or chemical acts, malicious damage, cyber-attacks, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors;
      Free Trial	the 30-day free trial period which shall commence on the Registration Date and shall end on the Trial Expiry Date;
      Functionality	the functions accessible to a User through the Software according to the Subscription Level which includes the functionality of the A Widgets and any B Widgets the Customer subscribes to from time to time;
      Holding Company and Subsidiary:	a holding company and subsidiary as each are defined in Section 1159 of the Companies Act 2006;
      Hosting Environment	the environment used by CCD to host the C360 Solution, the details of which as at the Commencement Date are set out in the DigitalOcean LLC, Platform as a Service (PaaS) product, app platform;
      Hosting Provider:	DigitalOcean LCC Company Reg: 5118787 251 Little Falls Drive, Wilmington, New Castle, DE, 19808;
      Hosting Provider Terms:	the terms and conditions for the provisions of the Hosting Environment as between CCD and the provider of the Hosting Environment available at https://www.ccdigitalsolutions.com/ c360.co.uk;
      Incident	a failure of C360 Solution to operate substantially in accordance with the Documentation;
      Insolvency Event:	one or more of the following events: (a) any distress, execution or other process levied upon any of the assets of the Customer; (b) where the Customer suspends, or threatens to suspend, payment of its debts or is, or is deemed, unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986; (c) where the Customer convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory),

      
      

      	or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or any court proceedings once commenced, notice given or petition passed for any of the foregoing; or (d) an event similar or analogous to (a) to (c) above in England and Wales or in any other jurisdiction;
      Intellectual Infringement:	Property	has the meaning set out in Condition 11.3;
      Intellectual Rights:	Property	any and all copyrights, moral rights, related rights, patents, supplemental protection certificates, rights in software, trade marks, trade names, service marks, design rights, database rights, website rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair competition rights, and other intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
      Liability Event	has the meaning set out in Condition 13.1;
      month	the period from any day of the month in one calendar month to the end of the day preceding the same day of the month in the next calendar month and the term monthly shall be construed accordingly;
      Monthly Subscription	a rolling Subscription where the Customer pays the Subscription Charges in respect of each month (or part thereof) monthly in advance;
      Notice Period	30 days;
      Open Source Software	open source or free software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org);
      Output Data	any Data generated through the use of the C360 Solution by Users;
      Party:	the Customer and CCD and Parties shall be construed accordingly;
      Permitted Use:	the use by Users of the C360 Solution for the purpose of the Customer’s internal business operations only;
      Registration Date	the date the Registration Process is completed and these Subscription Terms are accepted by or on behalf of the Customer;
      Registration Process	CCD’s on-line registration process to register the Company as a customer that wishes to subscribe to and access the C360 Solution and the creation of the Account upon acceptance of these Subscription Terms;
      Single User:	where the Account has been set up on the basis that there will only be one User, that User, who, by the nature of the Account will be able to amend the Subscription Level and activate or deactivate B Widgets;
      Software	the online software application CCD makes https://www.ccdigitalsolutions.com/ c360.co.uk;	available	via
      Subscription:	the Customer’s subscription to the C360 Solution, which following the Free Trail shall be at a particular Subscription Level from time to time, the details of which are set out in the Account Preferences and which will, as at the Registration Date, be the Subscription Level chosen as

      
      

      
      

      	part of the Registration Process;
      Subscription Charges:	the Charges payable by the Customer for the Subscription as set out in the Account Preferences as may be varied from time to time in with these Subscription Terms;
      Subscription Levels	the levels of subscription CCD offers from time to time, which offer different Functionality and A Widgets as part of C360 Solution;
      Subscription Period:	has the meaning set out in Condition 5.2;
      Subscription Preferences:	the subscription preferences in the customer account settings area of the C360 Solution;
      Supply Chain Data:	the Customer’s import and export data, which means: in each case, which may be uploaded to the C360 Solution in such prescribed format;
      Supply Chain Data Template:	the template provided or made available by CCD for the Supply Chain Data, which shall be populated by the Customer in accordance with Condition 9.1.1 prior to being uploaded to the C360 Solution;
      Support	the support services provided by CCD in accordance with and as required by the Support SLA;
      Support SLA	CCD’s standard support SLA from time to time, the current version of which is set out in the Account Preferences;
      Term:	the period from the date the Registration Process is completed up to the date the Subscription is terminates in accordance with these Subscription Terms;
      Trial Expiry Date:	the date on which the Free Trail Period automatically expires, and the Customer is required to pay Subscription Charges for its continued access and use of the C360 Solution;
      UK GDPR	has the meaning given to it in the Data Protection Act 2018;
      Users	those employees and officers of the Customer to whom the Customer allows to access and/or use the C360 Solution;
      VAT:	value added tax chargeable under the Value Added Tax Act 1994 or any other equivalent applicable sales tax in force from time to time;
      Widget	a set of functions comprising part of the overall functionality potentially available through access to the Software, the functions available through each particular Widget being as more specifically set out in Documentation;

      
      

      1. in respect of any Customer registered outside of the United Kingdom, the import and export data set out in, and in the form prescribed by, the Supply Chain Data Template; and

      2. in respect of any Customer registered in the United Kingdom (and which receives management support system data from HMRC), the management support system data relating to imports and exports in the form prescribed by HMRC,

      
      

      
      

      Widget Charges	the monthly charges payable for the B Widgets activated and/or active in a given month, the details of which are displayed as part of the activation process for the Widget, and as displayed in the Account Preferences;
      Working Day	any day other than a Saturday, Sunday or public holiday in England when the clearing banks in the City of London are open for business;
      Working Hours	the period from 09:00 to 17:00 on any Working Day.

      
      

      
      

   2. If there is any conflict or ambiguity between the terms of the documents listed below a term contain in a document higher in the list shall have precedence over a term contained in a document lower in the list:

      
      

      1. the Hosting Provider Terms;

         
         

      2. these Subscription Terms; and

         
         

      3. any other any document incorporated into these Subscription Terms by reference.

         
         

   3. A reference in these Subscription Terms to:

      
      

      1. a person includes an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns;

         
         

      2. the singular shall include the plural and vice versa and the masculine shall include the feminine and the neuter and vice versa;

         
         

      3. writing or written excludes fax, but includes e-mail;

         
         

      4. include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation;

         
         

      5. a statute or statutory provision is reference to it as amended, extended or re- enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision;

         
         

      6. an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction; and

         
         

      7. any times of day shall refer to the relevant time in the UK .

         
         

   4. The headings in this Agreement are included for convenience only and shall not affect its interpretation or construction.

      
      

   5. For the purpose of these Subscription Terms the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

      
      

   6. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

5. Term, Account activation and Subscription Levels

   
   

   1. The Subscription Terms apply to the arrangements which are the subject matters of these Subscription Terms to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

      
      

   2. The Subscription shall commence on the Registration Date and shall continue in effect for the Free Trial and shall automatically renew and continue thereafter for either (i) successive periods of twelve months each commencing on the Trial Expiry Date or an anniversary thereof (as applicable) where the Customer pays for an Annual Subscription or (ii) rolling monthly periods (where the Customer pays the Subscription Charges on a monthly basis)(as applicable) (each a Subscription Period) unless or until:

      
      

      1. prior to the upon the Trial Expiry Date, the Customer closes the Account and no longer allows access to the Account by any User;

         
         

      2. a Party gives to the other Party written notice of not less than the Notice Period to terminate the Subscription, such notice to terminate upon the expiry of the current Subscription Period. The Customer acknowledges that if it provides notice of less than the required Notice Period, the Subscription shall automatically renew and continue for another Subscription Period; or

         
         

      3. the Subscription is otherwise terminated in accordance with these Subscription Terms.

         
         

   3. The Account is created by following the Registration Process and submitting the Customer’s details and providing valid payment details (Payment Details) which will be used following the Free Trial to take payment of the Charges due from time to time, including Subscription Charges for Subscription Periods. Once the registration process has been completed, we will send an email to confirm activation of the Account. The Account must be activated before Users can be given access to the C360 Solution. The Payment Details can be updated at any time by amending the Payment Details stored within Account Preferences.

      
      

   4. By completing the Registration Process the Customer or person acting on behalf of the Customer warrants that the Customer is legally capable of entering into a contract with us; and the person completing the Registration Process has the authority to bind the Customer to these Subscription Terms.

      
      

   5. The Customer may change its Subscription by accessing the Account Preferences and altering the settings within the Account Preferences. Such change shall take effect from:

      
      

      1. the start of the next month where the Customer is changing its Subscription Level to a higher level;

         
         

      2. the end of the current Subscription Period where the Customer is changing its Subscription Level to a lower level.

         
         

         and the Subscription Charges shall be amended to the Subscription Charges due for the chosen Subscription Level, such Subscription Charges shall be collected within 5 days of the change to the Subscription Level coming into effect.

         
         

   6. Unless the Customer changes its Subscription Level in accordance with Condition 5.5, at the end of each Subscription Period, the Subscription shall automatically renew at the current Subscription Level. CCD will notify the Customer (within the Account Preferences) that its Subscription is due to renew.

      
      

   7. The Subscription Level the Customer is subscribed to will determine the Functionality (including A Widgets) made available to Users from time to time.

      
      

   8. CCD reserves the right to change its Subscriptions Levels, Functionality and Widgets from

      time to time in accordance with Condition 6.3.

      
      

   9. The Customer and Admin Users or Single Users (as applicable) may, subject to the Customer paying the Widget Charges due in respect of the same, activate B Widgets within the Account Preferences. Access to a B Widget is on a rolling monthly basis and the Widget Charges due for access to the B Widget are payable monthly in advance. To deactivate a B Widget that the Customer no longer wishes to have access to, the Customer or the Admin User or Single User (as applicable) must deactivate the B Widget within the Account Preferences before the end of the current month otherwise the B Widget will automatically renew, and the Widget Charges will become payable for the next month. The Customer acknowledges that such deactivation will take effect from the start of the next month, and the Customer shall not be entitled to any refund of the Charges paid for the B Widget.

      
      

6. Access to and supply of the C360 Solution

   
   

   1. Subject to the Customer paying the Charges due from time to time and complying with its obligations under these Subscription Terms, and subject to the other terms and conditions of these Subscription Terms, CCD shall, from the Registration Date:

      
      

      1. grant to the Customer a non-exclusive, non-transferable licence, without the right to grant sub-licences, to permit the Users to access and use the C360 Solution, for the purposes of, and to the extent necessary for the Permitted Use only; and

         
         

      2. use reasonable endeavours, to:

         
         

         1. make the C360 Solution available 24 hours a day, seven days a week, except for:

            
            

            1. planned maintenance carried out during the maintenance window of 10.00 pm to 5.00 am; and

               
               

            2. unscheduled maintenance performed outside Working Hours, provided that CCD has used reasonable endeavours to give the Customer at least 6 Working Hours' notice in advance;

               
               

         2. provide a help desk service for third-line support (the Help Desk) that can be contacted by emailing support@ccdigitalsolutions.co.uk or submitting a ticket directly through the C360 Solution or by such other means of contact as CCD shall make available to its Customer from time to time;

            
            

         3. make the latest version of the Software available to the Customer as CCD generally makes such versions available to its customers;

            
            

         4. inform the Customer of any required upgrades to the Customer Environment; and

            
            

         5. provide guidance/training on new Functionality and common issues; (the Support).

   2. CCD shall:

      
      

      1. provide the C360 Solution and Support:

         
         

         1. in accordance with these Subscription Terms in all material respects; and

            
            

         2. in accordance with the requirements of any Applicable Law;

      2. comply with its other responsibilities and obligations set out in these Subscription Terms.

         
         

   3. CCD may make changes to the C360 Solution (including the Subscription Levels, Functionality and Widgets offered by CCD), the Hosting Environment, the Documentation and the Support:

      
      

      1. where CCD deems such changes necessary to comply with any Applicable Law; and

         
         

      2. where such changes will not materially affect the nature or quality of the C360 Solution or the Support.

         
         

   4. The Customer acknowledges that the Software incorporates Open Source Software and that the use of the Software, may be subject to additional terms associated with the use of such Open Source Software, which the Customer agrees to comply with, and therefore any breach by the Customer of such terms shall be a breach of these Subscription Terms.

      
      

   5. The Customer shall indemnify and hold CCD harmless against any loss or damage which CCD may suffer or incur as a result of the Customer's breach of any additional terms relating to Open Source Software of the type referred to in Condition 6.4.

      
      

   6. CCD shall be entitled to monitor and audit the use of the C360 Solution by the Customer and each User in order to monitor compliance with these Subscription Terms and to calculate the Charges that the Customer has incurred.

      
      

   7. The Customer acknowledges that:

      
      

      1. CCD hosts the C360 Solution, and any Customer Data stored using the C360 Solution from time to time, in the Hosting Environment, and that nothing in these Subscription Terms shall oblige CCD to install the Software on any server outside the Hosting Environment.

         
         

      2. the Hosting Environment is be provided to the Customer by the Hosting Provider on the Hosting Provider Terms which shall apply as between CCD and the Customer mutatis mutandis (including to any variation made by the Hosting Provider from time to time); and

         
         

      3. in relation to any failure of the C360 Solution to perform substantially in accordance with the Documentation for whatever reason or a failure of the C360 Solution which arises due to any problem relating to the Hosting Environment, the Customer’s remedy shall be limited to CCD taking reasonable steps in accordance with the Hosting Provider Terms to require the Hosting Provider to restore the Hosting Environment.

         
         

7. Customer's obligations

   
   

   1. The Customer:

      
      

      1. shall ensure that its network and systems comply with the relevant specifications provided by CCD from time to time, and, to the extent permitted by Applicable Law and except as otherwise expressly provided in these Subscription Terms;

         
         

      2. shall implement and operate appropriate up-to date IT security, including anti-virus

         / anti-malware software and vulnerability management, within its network and systems;

         
         

      3. shall be solely responsible for procuring, maintaining and securing the network

         connections and telecommunications links from its systems to the Hosting Environment; and

         
         

      4. acknowledges that CCD has no liability for any problems, conditions, delays, delivery failures or other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

         
         

      5. shall co-operate with CCD and its Contractors on all matters relating to these Subscription Terms, the C360 Solution and Support;

         
         

      6. only upload the Customer Data to the C360 Solution which the C360 Solution is able to support and not Data belonging to any other third party (provided that the Customer may upload Data belonging to its holding company or subsidiaries and any subsidiary of such holding company (from time to time));

         
         

      7. provide CCD with full access to all information as may be required by CCD or its Contractors in order to provide the C360 Solution and otherwise exercise its rights or fulfil its obligations under these Subscription Terms, including the Customer Data;

         
         

      8. maintain the Customer’s Environment in order to ensure the security of and efficient use of the C360 Solution by the Customer and Users;

         
         

      9. maintain, and procure that its Users maintain, the confidentiality of all passwords issued and/or used for the purpose of the C360 Solution;

         
         

      10. prevent any unauthorised access to, or use of, the C360 Solution (and notify CCD promptly of any such unauthorised access or use upon becoming aware of the same); and

          
          

      11. ensure that the Users use the C360 Solution in accordance with these Subscription Terms;

          
          

      12. without affecting its other obligations under these Subscription Terms, comply with all Applicable Law which applies to the Customer in connection with these Subscription Terms;

          
          

      13. obtain and maintain all necessary licences, consents and permissions necessary to enable CCD to provide, and the Customer to enjoy the benefit of, the C360 Solution and Support;

          
          

      14. comply with its other responsibilities and obligations set out in these Subscription Terms in a timely and efficient manner.

          
          

   2. The Customer shall not and shall procure and ensure that Users shall not access, store, distribute, transmit, upload or allow to be uploaded to the C360 Solution any material (including Customer Data) which:

      
      

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which is otherwise illegal or which may cause harm to any person or property; and/or

         
         

      2. (if applicable) violates the Hosting Provider Terms (or any other Contractor’s terms from time to time); and/or

         
         

      3. contains any viruses (including any device, C360 Solution, code, file or programme which may prevent, impair or otherwise adversely affect the operation of any computer C360 Solution, hardware or network or network or any other service or device) or its not supported by the C360 Solution.

   3. The Customer shall not and shall procure and ensure that Users shall not at any time:

      
      

      1. (except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Subscription Terms), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the C360 Solution in any form or media or by any means or to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the C360 Solution; or

         
         

      2. access, copy or infringe all or any part of the C360 Solution in order to build a product or service which competes with the same; or

         
         

      3. license, sell, rent, lease, transfer, assign or otherwise distribute the C360 Solution or otherwise exploit or use the C360 Solution other than for the Permitted Use.

         
         

   4. The Customer shall indemnify and keep CCD fully indemnified and hold CCD harmless against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any breach by the Customer or its Users of this Condition 7.

      
      

   5. Any obligation or restriction on the Customer under these Subscription Terms shall, to the extent it also relates to the Users, be deemed to be an obligation on the Customer to procure that the Users shall also undertake such obligation or comply with such restriction (as appropriate). The Customer shall be responsible for the User’s use of the C360 Solution and shall be liable for the acts and omissions of the Users and for any breach by any User of any provision of these Conditions.

      
      

   6. Upon the request of CCD, the Customer shall suspend entry or processing of data and shall, if it is reasonably necessary to maintain the integrity of the Customer Data, enter or re-enter data and use backed-up versions of data.

      
      

   7. The Customer warrants that the processing of the Customer Data by CCD in accordance with these Subscription Terms shall not infringe the Intellectual Property Rights of any third party.

      
      

8. Charges and Payment Terms

   
   

   1. CCD shall be entitled to issue its invoices for the Subscription Charges in accordance with the Subscription Level and payment intervals chosen by the Customer as part of the Registration Process or as amended by the Customer in the Account Preferences from time to time, and:

      
      

      1. in respect of the Subscription Fees due following Free Trial, CCD shall be entitled to raise its invoice in advance of the Trail Expiry Date and the Customer must pay the Subscription Charges due in full by the Trial Expiry Date in order to continue to have access to the C360 Solution and Support;

         
         

      2. in respect of the Subscription Fees due for a Subscription Period, annually or monthly in advance, according to the payment intervals chosen by the Customer; or

         
         

      3. in respect of any other Charges, including Widget Charges, following the Customer’s request that gives rise to such Charges and such invoices shall be payable immediately upon receipt.

         
         

   2. Payment of the Subscription Charges shall be made using the Payment Details.

      
      

   3. The Customer shall pay all Charges in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by Applicable Law). CCD may at any time, without limiting any other rights or remedies it may have, set off any amount owing

      to it by the Customer against any amount payable by CCD to the Customer.

      
      

   4. All Charges are expressed exclusive of value added tax (or other relevant sales tax), which shall be added to payments of the Charges at the appropriate rate.

      
      

   5. CCD may, by serving written notice on the Customer, increase any Charges under these Subscription Terms to reflect any increases in the cost to CCD in providing the C360 Solution which are beyond CCD’s reasonable control (including any increases in the fees charged by any third party suppliers for any services connected to the C360 Solution, any increase in the fees charged by Hosting Provider or other Contractors, foreign exchange fluctuations, increases in tax and duties and increases in other costs associated with the provision of the C360 Solution). Upon written notice being served, increase in the Charges shall be deemed to be agreed and accepted incorporated into these Subscription Terms.

      
      

   6. Notwithstanding Condition 8.5, CCD may otherwise increase any Charges under these Subscription Terms during the Term by giving not less than one months’ written notice of such increase to the Customer. If the Customer has an Annual Subscription, such increase in any Charges shall only become effective at the end of the present Annual Subscription.

      
      

   7. The Customer agrees and acknowledges that in the event that CCD has issued its invoice to the Customer under Condition 8.1 and the Customer has not paid any Charge that is due in full to CCD by its due date, the Customer will not have access to the C360 Solution and will not be able to login to the Account while such sum remains outstanding in full or in part.

      
      

9. Customer Data

   
   

   1. The Parties acknowledge and agree that:

      
      

      1. where the Customer is registered in a territory outside of the United Kingdom, CCD shall supply to the Customer the Supply Chain Data Template, which the Customer shall populate (or shall procure that its data broker shall populate) with the required import and export data. Once populated, the Supply Chain Data Template may be uploaded to the C360 Solution in the prescribed form;

         
         

      2. where the Customer is registered in a country within the United Kingdom (and the Customer receives management support data from HMRC), the Customer may submit the management support system data relating to exports and imports in the form prescribed by HMRC without the requirement to populate the Supply Chain Data Template; and

         
         

      3. whilst CCD shall endeavour to ensure that the C360 Solution shall remain compatible with the formats of Supply Chain Data referred to in Conditions 9.1.1 and 9.1.2, there may be circumstances in which this is not possible (for example, where HMRC changes its prescribed format, or where the type of data which the Customer attempts to upload is not compatible due to the nature of the data). CCD does not offer any warranty and shall not (to the fullest extend permitted by Applicable Law) be liable to the Customer for any failure relating to the functionality of the C360 Solution to be compatible with such data formats, save that CCD shall use its reasonable endeavours to remedy any such issues upon being notified of the same by the Customer.

         
         

   2. The Customer shall have sole responsibility for and hereby warrants the legality, reliability, integrity, accuracy and quality of the Customer Data. If the Customer submits Supply Chain Data by populating and uploading the Supply Chain Data Template, the Customer shall be solely responsible for ensuring that the Supply Chain Data Template is fully, accurately and properly completed and that the Supply Chain Data is supplied in the currency prescribed by the Supply Chain Data Template.

      
      

   3. The Customer acknowledges that the C360 Solution is not intended to be a Data storage

      facility and the Customer agrees that it shall keep its own copies of any Customer Data which it uploads to the C360 Solution. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for CCD to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CCD, the Hosting Provider or any other relevant Contractor from time to time (as appropriate).

      
      

   4. The Customer agrees that CCD and other CCD Group Members (and their officers, employees, contactors and agents) may access the Customer’s Supply Chain Data uploaded during the Free Trial only and use the same in order to review and analyse such Data in such manner as CCD (or the relevant CCD Group Member) may determine in its sole discretion (provided always that CCD shall be subject to the obligations of confidentiality set out in Condition 12 in respect of its use of the same).

      
      

   5. The Customer further consents and agrees that CCD (or the relevant CCD Group Member) may contact the Customer (by electronic means or otherwise, including by e-mail, post and/or telephone) to offer consultancy or other services based on the findings from its review of the Customer’s Supply Chain Data uploaded during the Free Trial (such consultancy or other services will be subject to the Customer and the relevant CCD Group Member entering into an contract for the provision of the same).

      
      

10. Data Protection

    
    

    1. If and to the extent that the provision of the C360 Solution or Support requires CCD to process any personal data on behalf of the Customer, the provisions set out in this Condition 10 shall govern such processing.

       
       

    2. The Customer shall own all right, title and interest in and to all of the Customer Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Personal Data.

       
       

    3. Both Parties shall during the term of these Subscription Terms, comply with their respective obligations under the Applicable Data Protection Laws. This Condition 10 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Applicable Data Protection Laws.

       
       

    4. The Parties acknowledge that:

       
       

       1. if CCD processes any Customer Personal Data on the Customer's behalf when performing its obligations under these Subscription Terms, the Customer is the controller and CCD is the processor for the purposes of the Applicable Data Protection Laws; and

          
          

       2. Part 2 of the Schedule sets out the scope, nature and purpose of processing by CCD, the duration of the processing and the types of personal data and categories of data subject.

          
          

    5. Without prejudice to the generality of Condition 10.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to CCD for the duration and purposes of these Subscription Terms so that CCD may lawfully use, process and transfer the Customer Personal Data in accordance with these Subscription Terms on the Customer's behalf.

       
       

    6. CCD shall, in relation to any Customer Personal Data processed by CCD in connection with the performance of its obligations under these Subscription Terms:

       
       

       1. process that Customer Personal Data only on the documented written instructions of the Customer unless CCD is required by Applicable Law to otherwise process that Customer Personal Data (Purpose). Where CCD is relying on Applicable Law

          as the basis for processing Customer Personal Data, CCD shall notify the Customer of this before performing the processing required by the Applicable Law unless those Applicable Law prohibits CCD from so notifying the Customer on important grounds of public interest. CCD shall inform the Customer if, in the opinion CCD, the instructions of the Customer infringe Applicable Data Protection Laws;

          
          

       2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

          
          

       3. ensure that those employees of CCD who have access to, and process Customer Personal Data are obliged to keep it confidential;

          
          

       4. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or Regulators;

          
          

       5. notify the Customer without undue delay on becoming aware of a personal data breach;

          
          

       6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination or expiry of the Subscription unless required by Applicable Law to store the Customer Personal Data; and

          
          

       7. maintain complete and accurate records and information to demonstrate its compliance with this Condition 10 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of CCD, an instruction infringes the Applicable Data Protection Laws.

          
          

    7. The Customer hereby provides its prior general authorisation for CCD to:

       
       

       1. appoint third parties as third-party processors of the Customer Personal Data. CCD confirms that it has or will have entered into an agreement with the third parties on the terms, which incorporate substantially the same terms to those set out in this Condition 10. As between CCD and the Customer, CCD shall remain fully liable for all acts or omissions of any third-party processor appointed by it;

          
          

       2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that CCD shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of CCD, including any request to enter into standard data protection Conditions adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

          
          

    8. Either Party may, at any time on not less than 30 days' notice, revise this Condition 10 by replacing it with any applicable controller to processor standard agreement or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Subscription Terms).




11. Intellectual Property Rights

    
    

    1. The Customer acknowledges and agrees that CCD or the relevant CCD Group Member and/or their licensors own all Intellectual Property Rights in the C360 Solution (including the results generated by the C360 Solution). Except as expressly stated herein, these Subscription Terms do not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the C360 Solution (including the results generated by the C360 Solution).

       
       

    2. The Customer shall immediately give written notice to CCD if it becomes aware of any actual, threatened, or suspected infringement and/or challenge to CCD’s or any CCD Group Member or their licensor’s Intellectual Property Rights which relate to the C360 Solution.

       
       

    3. Subject to the remainder of this Condition 11.3 and Condition 13 (Limitation of Liability) CCD shall, at its own expense, defend (or at its option, settle) any action brought against the Customer, which consists of a claim that the use of the C360 Solution by the Customer in accordance with these Subscription Terms infringes any Intellectual Property Rights belonging to a third party (except where such claim relates entirely or in part to any Open Source software contained in the C360 Solution) (Intellectual Property Infringement) CCD agrees to indemnify the Customer against any damages that may be awarded or payable by the Customer in connection with any such claim provided that the customer:

       
       

       1. gives written notice to CCD of any suspected Intellectual Property Infringement immediately upon becoming aware of the same and specifies the nature of the claim in reasonable detail

          
          

       2. gives CCD the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement; and

          
          

       3. acts in accordance with the instructions of CCD and gives to CCD such information and assistance, as it shall reasonably require in respect of the conduct of the said defence.

          
          

       4. does not make any admission of liability, agreement or compromise in relation to such claim without the prior written consent of CCD.

          
          

    4. CCD shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same arises as a result or is otherwise attributable to:

       
       

       1. any breach by the Customer of the obligations under these Subscription Terms (howsoever arising);

          
          

       2. the Customer’s gross negligence or wilful misconduct;

          
          

       3. Open Source Software to the extent that CCD has complied with the applicable licence for the same; or

          
          

       4. the combination, linking or incorporation of the C360 Solution with any third party hardware, software or services.

          
          

    5. In the event of an Intellectual Property Infringement CCD shall be entitled at its own option either to:

       
       

       1. procure the right for the Customer to continue using the C360 Solution;

          
          

       2. make such alterations, modifications, adjustments or substitutions to the C360 Solution so that it becomes non-infringing; or

          
          

       3. terminate the Subscription.

    6. This Condition 11.6 and Condition 13.4 state the Customer's sole and exclusive rights and remedies, and CCD's entire obligations and liability, for any Intellectual Property Infringement.

       
       

12. Confidentiality

    
    

    1. Each Party may be given access to the Confidential Information of the other Party in order to perform its obligations under these Subscription Terms. A Party's Confidential Information shall not be deemed to include information that:

       
       

       1. is or becomes publicly known other than through any act or omission of the receiving Party;

          
          

       2. was in the other Party's lawful possession before the disclosure;

          
          

       3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

          
          

       4. is independently developed by the receiving Party, which independent development can be shown by written evidence; or

          
          

       5. is required to be disclosed by any Applicable Laws, by any court of competent jurisdiction or by any regulatory or administrative body.

          
          

    2. Each Party shall hold the other's Confidential Information in confidence and, unless required by Applicable Law and subject to Condition 9.4, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the for the purposes envisaged or permitted by these Subscription Terms, save that in the case of CCD, the Customer agrees that its Confidential Information and any Customer Data can be disclosed to Hosting Provider and/or the Contractors.

       
       

    3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Subscription Terms (and each Party shall be responsible for any such breach by their employees or agents).

       
       

    4. The Customer shall notify CCD if any Users or any of its officers, employees or agents in receipt of the CCD’s Confidential Information become aware of any unauthorised disclosure of any of CCD’s Confidential Information and shall afford reasonable assistance to CCD at reasonable cost, in connection with any enforcement proceedings which CCD or its Contractors may elect to bring against any person.

       
       

13. LIMITATION OF LIABILITY

    
    

    1. The following provisions set out the entire liability of CCD (including any liability for the acts and omissions of CCD’s officers, employees, agents and Contractors) in respect of:

       
       

       1. any breach of its contractual obligations arising under and/or in connection with these Subscription Terms; and

          
          

       2. any use made by the Customer of C360 Solution, Support or any part of them; and

          
          

       3. any misrepresentation, mis-statement or tortious act or omission (including negligence but excluding any of the same made fraudulently) arising under or in connection with these Subscription Terms

          
          

          (a Liability Event).

    2. Notwithstanding anything to the contrary in these Subscription Terms, nothing in these Subscription Terms shall limit or exclude CCD’s liability:

       
       

       1. for death or personal injury resulting from its own negligence or that of CCD Representatives; or

          
          

       2. fraud or fraudulent misrepresentation; or

          
          

       3. to the extent that such liability action or exclusion is not permitted by Applicable Law.

          
          

    3. Except as expressly and specifically provided in these Subscription Terms:

       
       

       1. the Customer assumes sole responsibility for results obtained from the use of the C360 Solution by the Customer, and for conclusions drawn from such use. CCD shall have no liability for any damage caused by errors or omissions in any information, instructions, widgets or scripts provided to CCD by the Customer in connection with the C360 Solution, or any actions taken by CCD at the Customer's direction; and

          
          

       2. the C360 Solution is provided to the Customer on an "as is" and “as available” basis.

          
          

    4. Subject to Condition 13.2, the total liability of CCD in respect of any Liability Events arising in relation to:

       
       

       1. any breach of Conditions 9.1 and 12; shall be limited to £20,000 in respect of all such Liability Events arising in any Contract Year; and

          
          

       2. in respect of all other Liability Events arising on relation to the C360 Solution, Support or otherwise under these Subscription Terms, shall in any Contract Year be limited to damages of an amount equal to 125% of the Charges that have been paid to CCD in respect of the immediately preceding Contract Year or, in respect of the first Contract Year, 125% of the Charges paid by the Customer to CCD in respect of that Contract Year.

          
          

    5. Subject to Condition 13.2, CCD shall not be liable to the Customer in respect of any Liability Events for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

       
       

       1. loss of profits;

          
          

       2. loss of turnover;

          
          

       3. loss of anticipated savings;

          
          

       4. loss of business opportunity;

          
          

       5. loss of goodwill;

          
          

       6. loss or corruption of data;

          
          

       7. damage to reputation; or

          
          

       8. any special indirect or consequential loss.

          
          

          provided that this Condition 13.5 shall not prevent claims for direct financial loss that are not excluded by Conditions 13.5.1 to 13.5.8 (inclusive).

    6. CCD shall not be liable for any damage or losses to the extent they arise as a result of or in connection with:

       
       

       1. any failure of the Customer to observe and perform its obligations under these Subscription Terms or a breach by the Customer of a User of these Subscription Terms;

          
          

       2. any unauthorised or incorrect access or use of the C360 Solution or Support or use other than in accordance with these Subscription Terms or CCD’s instructions; or

          
          

       3. any modification or alteration of C360 Solution by any party other than CCD or CCD’s duly authorised Contractors;

          
          

       4. problems caused by the Customer Environment;

          
          

       5. error or omissions to the extent they are based on and/or relate to the information or instructions provided by the Customer or its employees, agents or representatives to CCD;

          
          

       6. any actions take by CCD at the Customer’s direction;

          
          

       7. the Customer’s or User’s use of the Solution after the Customer or a User became or should have become aware of an Incident but before CCD has confirmed that a resolution has been implemented.

          
          

    7. If at any time the Customer’s operational requirements of the C360 Solution exceeds the operational capabilities of the same, including storage capacity to be provided as part of the Hosting Environment, then the Customer acknowledges that it may have an adverse impact on the capability, functionality and/or performance of the Solution and as a result CCD shall not be liable to the Customer for any loss or damage arising in respect of such impact on the capability, functionality and/or performance of the C360 Solution.

       
       

    8. If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under these Subscription Terms.

       
       

    9. CCD shall have no liability to the Customer in respect of any Liability Event unless the Customer shall have served notice of the same upon CCD within 3 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.

       
       

    10. All references to “CCD” in this Condition 13 shall, for the purposes of this Condition 13 and Clause 20.3 only, be treated as including all employees and Contractors, all of whom shall have the benefit of the exclusions and limitations of liability set out in this Condition, in accordance with clause 20.3

        
        

    11. The Customer declares and acknowledges that it has considered the provisions of this Condition 13 in detail including each of the limitations on liability contained in Clauses 13.3 to

        13.10 (inclusive) and considers them reasonable in the circumstances having taken into account among other factors the subject matter of these Subscription Terms and having had the opportunity to obtain independent legal advice on the same.

        
        

14. Termination and Closing an Account

    
    

    1. If the Customer fails to pay any Charges on their due date for payment or if CCD is otherwise entitled to terminate the Subscription CCD may, without prejudice to any of its other rights and remedies, at its sole discretion, restrict or suspend the Customer's access to the C360 Solution and/or the Account (until such time as the breach has been remedied to the satisfaction of CCD) without the requirement to give notice.

    2. CCD may terminate the Subscription at any time with immediate effect (or following such notice period as it sees fit) by written notice to the Customer if the Customer:

       
       

       1. fails to pay any amount due under these Subscription Terms on the due date for payment and remains in default for not less than 20 Working Days thereafter;

          
          

       2. commits a material breach of any term of these Subscription Terms which is irremediable or, if remediable, is not remedied within 20 Working Days after being notified in writing by CCD to do so;

          
          

       3. repeatedly breaches any of the terms of these Subscription Terms;

          
          

       4. suffers an Insolvency Event or suspends or ceases (or threatens to suspend or cease) to carry on all or a substantial part of its business;

          
          

       5. suffers a Change of Control;

          
          

       6. commits a breach of the Hosting Provider Terms (or any other Contractor’s terms and conditions from time to time),

          
          

          or where CCD otherwise has a right to terminate the Subscription in accordance with any of the provisions of these Conditions.

          
          

    3. On termination of the Subscription by either Party for any reason:

       
       

       1. where:

          
          

          1. the Customer is the terminating Party, the Customer must take steps to close the Account;

             
             

          2. CCD is the terminating Party, CCD shall be entitled to deactivate the Account;

             
             

             and the Customer acknowledges that closure or deactivation of the Account the Customer and Users will no longer be able to or have any right to login to the Account or access and use the C360 Solution or Support.

             
             

       2. all licences and rights granted by CCD to the Customer under these Subscription Terms shall immediately terminate;

          
          

       3. the Customer shall immediately pay to CCD any outstanding Charges and CCD shall be entitled to raise and submit further invoices for any Charges which are due but have not yet been invoiced;

          
          

       4. no Subscription Charges or Widget Charges shall be refundable for any reason;

          
          

       5. CCD may (at its discretion) destroy or otherwise dispose of any of the Customer Data in its possession;

          
          

       6. each Party shall as soon as reasonably practicable, return or destroy as directed in writing by the other Party any documents in its possession or control which contain or record any Confidential Information of the Party;

          
          

       7. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected or prejudiced; and

          
          

       8. any Conditions which expressly or by implication survive termination of the Subscription or come into force on termination shall continue in full force and effect.

15. Event of Force Majeure

    
    

    CCD shall not be deemed to be in breach of these Subscription Terms (or otherwise liable to the Customer) in any manner whatsoever for any failure or delay in performing its obligations under these Subscription Terms due to an Event of Force Majeure.

    
    

16. Warranties

    
    

    1. CCD warrants to the Customer that it will and will procure that CCD Representatives will perform its obligations under these Subscription Terms with reasonable care and skill.

       
       

    2. The Customer acknowledges and accepts that:

       
       

       1. that the C360 Solution may contain Open-Source Software and is made available to the Customer on an ‘as-is’ as available basis and CCD expressly excludes any related liability for any third-party claim for breach of any Intellectual Property Right;

          
          

       2. CCD does not warrant or guarantee that the C360 Solution will meet the Customer's data processing requirements and the Customer agrees that the existence of Incidents shall not automatically constitute a breach of warranty or these Subscription Terms;

          
          

       3. CCD does not warrant that the Customer's use of the C360 Solution will be uninterrupted or error-free;

          
          

       4. computers need routine maintenance and sometimes break down and accordingly the C360 Solution may not operate continuously and in an error-free manner. As a result, CCD does not guarantee to anyone that the Customer, or Users will be able to access the C360 Solution or any part thereof at any particular time and the Customer agrees that CCD shall have no liability to the Customer if any such persons are temporarily not able to access the C360 Solution at such time;

          
          

       5. computer software including the C360 Solution, is not error, fault or bug free, nor secure from persons wishing to misuse, tamper with, erase, alter or in any other way corrupt computer systems and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences;

          
          

       6. CCD is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities;

          
          

       7. the C360 Solution has been developed for use in the United Kingdom and to the extent that the C360 Solution can be and is accessed or used outside the United Kingdom, any such access and/or use is at the Customer’s own risk and shall not, unless otherwise agreed in writing by CCD, form part of these Subscription Terms and CCD shall not be liable for any such access or use by or on behalf of the Customer;

          
          

       8. that any results generated by the C360 Solution (including the presentation of Supply Chain Data) are intended to be for the purpose of providing an overview of such Data and Output Data is dependant upon the Supply Chain Data and Users use of the C360 Solution and as such CCD does not warrant the accuracy or completeness of Output Data or that any Output Date is fit for any particular purpose (such as identifying any overspends or savings). The Customer agrees that it shall analyse, interpret and/or use Output Data at its own risk;

          
          

       9. whilst the C360 Solution may offer features to convert currencies, any conversion rates used for such function are based on HMRC’s conversion rates as at the time the C360 Solution last accessed the same. The Customer agrees that any

          conversions carried out by the C360 Solution shall be done so at the Customer’s own risk and CCD shall not be responsible for any discrepancy or inaccuracy relating to any currency conversion, or for any other loss or liability arising as a result of the same;

          
          

       10. the C360 Solution is provided as a tool to aid the Customer’s business but should not be relied upon in a business critical manner;

           
           

       11. CCD cannot and does not warrant that the Customer’s use of the C360 Solution will ensure its compliance with any requirements of a regulator, or any Applicable Law from time to time and the Customer is responsible for such compliance.

           
           

    3. Subject to the foregoing, all warranties, conditions, terms and undertakings, express or implied, statutory or otherwise, in respect of the C360 Solution, the Documentation or Support are excluded to the fullest extent permitted by Applicable Law.

       
       

17. Contractors

    
    

    1. CCD shall be entitled to delegate any of its obligations under these Subscription Terms to any Contractor and the Customer agrees that such services may be subject to the relevant Contractor’s standard terms and conditions as between the Customer and Contractor (which shall apply to the Customer mutatis mutandis and which the Customer agrees it shall comply with, provided that such terms and conditions have been notified to the Customer by CCD).

       
       

    2. The Customer shall only be entitled to recover losses or damages from CCD for a failure to provide any outsourced services by a Contractor if and to the extent that CCD has been able to recover such losses or damages from the Contractor.

       
       

    3. CCD shall be entitled to change any Contractor to such other Contractor as it may (in its sole discretion) determine from time to time or to assume those obligations itself). In the event that CCD appoints another Contractor or to provide the any such Services, CCD shall give notice to the Customer of the same together with the relevant Contractor’s terms and conditions and the Customer shall comply with such terms and conditions.

       
       

18. Assignment

    
    

    1. The Customer shall not be entitled to assign, charge or otherwise transfer these Subscription Terms nor any of its rights or obligations under these Subscription Terms, sub-license the right to use the C360 Solution or receive the C360 Solution or hold the benefit of these Subscription Terms in trust for any other person without the prior written consent of CCD.

       
       

    2. CCD shall be entitled to delegate any of its obligations under these Subscription Terms to any third party and to deal with these Subscription Terms in the manner set out in Condition 18.1 without the consent of the Customer.

       
       

19. Entire agreement

    
    

    1. These Subscription Terms and any documents expressly referred to in it contains the entire understanding between the Parties in relation to its subject matter and supersedes all (if any) subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the same.

       
       

    2. Each Party acknowledges that in entering into these Subscription Terms it has not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Subscription Terms. Each Party agrees and acknowledges that its only remedy in respect of those representations,

       statements, assurances or warranties set out in these Subscription Terms will be for breach of contract, in accordance with the terms of these Subscription Terms, provided always that nothing in these Conditions shall exclude or limit the liability of a Party to the other Party for any fraudulent misrepresentation or warranty fraudulently given and upon which the other Party can prove it has placed reliance.

       
       

20. General

    
    

    1. The Customer shall at all times after Commencement Date do and execute or procure to be done and executed all other necessary acts, deeds, documents and things to give effect to these Subscription Terms.

       
       

    2. CCD may modify these Conditions at any time by providing prior written notice to the Customer, save in respect of adverse changes, in respect of which CCD will provide at least

       20 Working Days prior written notice. Subject to the foregoing, no variation of these Subscription Terms, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by CCD.

       
       

    3. Notwithstanding anything to the contrary contained in these Subscription Terms, the Parties agree and intend that nothing in these Subscription Terms shall confer any rights on any third parties whether pursuant to the Contract (Rights of Third Parties) Act 1999 or otherwise.

       
       

    4. A failure, delay or neglect by either Party to exercise any right or remedy or enforce any of the provisions of these Subscription Terms shall not be construed or deemed to be a waiver or continuing waiver of that Party's rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

       
       

    5. The Parties agree that nothing in these Subscription Terms is intended to, or shall be deemed to, establish any partnership or joint venture between them, constitutes any Party the agent of the other Party, nor authorises any Party to make or enter into any commitments for or on behalf of the other Party.

       
       

    6. If any of the provisions of these Subscription Terms shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the Parties, that provision or part-provision shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.

       
       

    7. The Customer shall comply with such policies as CCD may reasonably require the Customer to comply with from time to time.

       
       

21. Notices.

    
    

    1. Any notice required to be given under these Subscription Terms shall be in writing and shall be:

       
       

       1. delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its registered office address (or such other address as may have been notified by that Party for such purposes); or

          
          

       2. sent by e-mail by CCD to the Customer to the relevant e-mail address for the Customer as set out in the Order Form (or such other e-mail address as may have been notified by the Customer from time to time);

          
          

       3. sent electronically by the Customer to CCD by using the “Contact Us” submission form available at https://customsconnect.co.uk/contact-us/.

    2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not made between 08:30 to 17:30 GMT on any Working Day, at 9am on the first Working Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An email notice shall be deemed to be served at the time of transmission.

       
       

22. Governing Law and Jurisdiction

    
    

    1. These Subscription Terms and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law.

       
       

    2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Subscription Terms or its subject matter or formation (including non-contractual disputes or claims).

Schedule Part 1 C360 SOLUTION

C3 Connects the user with Clarity and Control over the import declarations made by the business or by agents on behalf of the business.

C3 will display key metrics to help you analyse and understand the supply chain and costs associated with the imported goods. The information will be accessed from a unique account profile that will allow for data to be uploaded on a regular basis, enabling the user to keep the data up to date and build a timeline of data for historical comparisons and analysis.

Part 2 DATA PROCESSING TABLE