1. Definitions
    • “Client” is defined on the front page of this Contract.
    • “Contract Period” is the period of this Contract, as shown on the front page of this Contract.
    • “Services” means the provision of IAM Cloud’s Identity and Access services specified in this Contract – specifically the ‘Order Details’ outlined on the front page of this Contract.
    • “Partner” means the company authorised by IAM Cloud to resell the Services to the Client.
    • “Commencement Date” is defined on the front page of this Contract.
    • “Contracted Users” is defined as the quantity and type of users defined on the front page of this Contract.
    • “Non-Contracted Users” is defined as the quantity and type of users additional to the Contracted Users.
  1. Formation and period
    1. This Contract shall commence on the Commencement Date, or other such date as mutually agreed.
    2. Once commenced the Contract shall continue for the Contract Period.After the Contract Period, the Contract will continue on an ongoing monthly basis using current (at the time) published pricing. Notice of termination may be given, with a minimum of 28 calendar days’ notice.
    3. Should IAM Cloud reasonably wish to vary these terms it may do so by notifying the Client of the revision in writing or some other reasonable method of communication. The Client shall be mutually deemed to have accepted any such revision notified after a reasonable time unless the Client serves written notice on IAM Cloud to the contrary.
  1. Services
    1. During the Contract Period IAM Cloud will provide the Services to the Client.
  1. Price
    1. The price to be paid for Contracted Users is as shown on the front of the Contract.
    2. The price to be paid for Non-Contracted Users is calculated on a calendar-monthly basis on the 1stworking day of the calendar month for the previous calendar month, and is based on 130% of the per-user monthly (pro-rated) Contracted Users price as specified on the front page of this Contract. An invoice will be sent to Client by the 8thday of the calendar month.
    3. Due and punctual payment of the Price is of the essence of this Contract.
    4. All amounts due and payable by the Client to IAM Cloud are stated exclusive of any VAT, sales taxes, other taxes, charges or levies which may be imposed on such payment; the Client shall pay any such that becomes applicable in addition to the Price on the same terms.
  1. Payment and Billing
    1. Client will provide IAM Cloud with valid Credit Card details (or Direct Debit details (UK Only)) on commencement of this Contract for use for monthly or annual payment of Contracted Users (if required), monthly payment of Non-Contracted Users and for monthly payments after the Contract Period if no Contract supersedes this Contract, and no notice of termination is received as specified in 2.2 above.
    2. Where the Services are paid for monthly, the initial payment will be taken on the date of this Contract and will be for the first month from the Commencement Date and the same day of the following months.  Subsequent payments will be taken on the same day of each calendar month (for Contracted Users).  Should this date fall on the 29th, 30thor 31st, where this date is invalid, the payment will be taken on the last working day of the calendar month.
    3. The client will pay for the Services for Contracted Users monthly or annually in advance by Credit Card, Direct Debit (UK only), Standing Order (UK Only) or Invoice (electronic payment required, and for annual billing only).
    4. The client will pay for the Services for Non-Contracted Users monthly by Credit Card or Direct Debit (UK only) on or around the 15thday of the calendar month.
    5. The Client must pay all sums due under this Contract for the duration of the Contract Period, and until the termination of this contract following the notice period (see 2.2 above).
    6. If payment in full is not received by IAM Cloud or Partner upon the due date, IAM Cloud or Partner shall be entitled to levy interest on any sums outstanding at 3% above the Royal Bank of Scotland (UK) base rate per month.  Any missed payments must be settled within 7 days’ of the missed payment date to avoid interruption in the Services.
    7. IAM Cloud provides no credit Services under this form.
    8. All sums due to IAM Cloud or Partner under this Contract shall be paid in full by the Client and the Client shall have no rights of set-off for whatever reason.
    9. All charges payable under this Contract shall be calculated by reference to data recorded or logged by IAM Cloud and not by reference to data recorded or logged by the Client.
    10. If any payment is cancelled or returned unpaid by the Client, within 7 days of its date, then without prejudice to any right of remedies under this Contract (including the payment of interest), IAM Cloud and Partner will be entitled to charge an administration fee of £100.00. Client must be settle the payment within 7 days’ of this date to avoid interruption in the Services.
    11. Should the Client dispute the Price then the Client shall give written notice to IAM Cloud and Partner of the amount in dispute and the reason for the dispute. Such notice must be received by IAM Cloud and Partner prior to the date upon which the payment in question falls due and any undisputed amount must be discharged in accordance with Clause 4 hereof.
  1. Termination
    1. Either party shall be entitled forthwith to terminate this Contract by giving written notice to the other if:
      1. The other commits a continuing or material breach of this Contract and, if the breach is capable of remedy, fails to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied or an administrator takes possession or a receiver is appointed over any of the property assets of the other party, the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party goes into liquidation (except for the purposes of reorganisation so the company resulting effectively agrees to be bound by or to assume the obligations imposed on the other party under this Contract), or
      2. The other party ceases, or threatens to cease, to carry on business, or
      3. The contract period has expired, with 28 calendar days’ notice.
    2. IAM Cloud may terminate this Contract immediately if:
      1. Any license or Contract under which the Client has the right to run the Services and connect it to the IAM Cloud system is revoked, amended or otherwise ceases to be valid, or
      2. If IAM Cloud has a reasonable suspicion that the Client has engaged or may engage in an activity which IAM Cloud considers in its absolute discretion to be illegal or immoral, or
      3. If any payments due under this Contract remain unpaid for a period of 14 days.
      4. If the Client gives less than the specified amount of written notice to terminate this Contract or ceases to use the Services or part thereof (including a reduced usage) or attempts to terminate this Contract prior to the expiry of the Contract Period or any subsequent Term, IAM Cloud reserves the right to invoice the Client, at any time, for loss of revenue for the short notice given for the balance of the Contract Period or the subsequent Term (as the case maybe) in which periods the Client has made full use of the Services (or such lesser periods as may be available).
    3. Upon termination of this Contract the Client shall be obliged to pay on demand all sums due to IAM Cloud and/or Partner.
    4. In the event of termination by either party for any reason, the Client shall pay IAM Cloud the outstanding costs including, but not limited to the cost of all liabilities, claims, costs, losses and expenses incurred by IAM Cloud for supplying the Services.
  2. Guarantees and Limitations on remedies
    2. Services under these Terms will be provided using the reasonable skill and care of a professional in the area of Services provided. All other guarantees or warranties from IAM Cloud of any nature, whether implied or otherwise expressed, are excluded to the maximum extent permitted by law.IAM Cloud does not guarantee Services will not be detrimental to the Client, nor that they will achieve any particular result, nor that they will be free from minor defects;
    3. If the Client gives anything to IAM Cloud in connection with this Service Contract then the Client indemnifies IAM Cloud against any losses IAM Cloud incurs for any allegation that such thing infringes the rights (including copyright or other intangible property) of any third party.
    4. In view of the nature of the area of the Services, the Price, and the guarantees given, it is agreed that:
      • IAM Cloud shall have no liability for outcomes that result from third parties – such as third party responses, or adverse reactions to any strategy IAM Cloud may employ in any Services;
      • Provided IAM Cloud shall make reasonable judgements as to the likely outcome of any of its decisions IAM Cloud shall have no responsibility for the actual outcome of discretionary judgements made in providing the Services.
    5. Except as expressly provided otherwise in these Terms:
      • IAM Cloud shall not be liable to the Client by reason of any representation, warranty, condition or other term, or any duty at common law, or under the express terms of these terms, for any loss of profit, or loss of opportunity, or failure to make savings, or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by IAM Cloud’s negligence or otherwise) which arise out of or in connection with the provisions of this Contract; and
      • the entire liability of IAM Cloud under or in connection with these Terms shall not exceed the amount of the Client shall have paid IAM Cloud under these Terms and where no price has been paid the entire liability of IAM Cloud under or in connection with these terms shall not exceed the amount of £100.00.
    6. IAM Cloud shall not be liable to the Client or be deemed to be in breach of these terms by reason of any delay in performing, obligations under these Terms if the delay was due to any cause beyond IAM Cloud’s reasonable control, or to any instructions of the Client.
  3. General
    1. These Terms constitute the entire Contract between the parties and supersede any previous Contract or understanding. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
    2. Nothing in these Terms is intended for the benefit of any third parties and the provisions of the Contracts (Right of Third Parties) Act 1999 are expressly excluded.
    3. This Contract is personal to the parties and may not be assigned by either party without the other’s consent, not to be unreasonably withheld. IAM Cloud may fulfil its obligations under these Terms by using third parties, although shall not thereby be relieved of those obligations itself.
    4. IAM Cloud’s e-mail address is: contact@iamcloud.com
  1. General Data Protection Regulation
    1. For the purposes of this section, controller, data subject, personal data, processing and processor shall have the meaning given to them in Regulation (EU) 2016/679 (GDPR).
    2. In respect of personal data processed by us, on behalf of you, under the Agreement, the parties agree that the Customer shall be the controller and IAM Cloud shall be the processor.
    3. IAM Cloud shall:
      1. process the personal data solely for the purposes of performing its obligations under the Agreement;
      2. process the personal data on the documented instructions from the Customer, unless required to do so by English, European Union (EU) or EU Member State law to which the Service Provider is subject. In such a case, the Service Provider shall inform the Customer of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest);
      3. not transfer the personal data outside the area comprising the United Kingdom and the European Economic Area without the prior written consent of the Customer;
      4. immediately inform the Customer if, in its opinion, an instruction of the Customer infringes the GDPR or other EU or EU Member State data protection provisions;
      5. ensure that IAM Clouds personnel authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      6. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of the varying likelihood and severity of rights and freedoms of natural persons, in relation to the personal data, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk including considering those measures referred to in Article 32 of the GDPR (‘Security of processing’);
      7. taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising data subjects’ rights laid down in Chapter III (‘Rights of the data subject’) of the GDPR;
      8. taking into account the nature of the processing and information available to you, provide assistance to the Customer in order to assist the Customer in ensuring the Customer’s compliance with the obligations set out in GDPR Article 32 (‘Security of processing’), Article 33 (‘Notification of a personal data breach to the supervisory authority’), Article 34 (‘Communication of a personal data breach to the data subject’), Article 35 (‘Data protection impact assessment’), and Article 36 (‘Prior consultation’), in each case solely in relation to processing of the personal data;
      9. at the option of the Customer, delete or return all the personal data to the Customer after the end of the provision of services relating to processing, and delete existing copies unless English, EU or EU Member State law requires storage of the personal data; and
      10. make available to the Customer all information necessary to demonstrate compliance with Article 28 of the GDPR and permit audits and inspections conducted by the Customer or an auditor appointed by the Customer.
    4. IAM Cloud shall not subcontract its processing of the personal data under the Agreement to any third party without the prior written consent of the Customer.
    5. The Customer shall ensure that the arrangement between it and each processor authorised by the Customer pursuant to Clause 9.4 is governed by a written contract including the same data protection obligations as those set out in the Agreement which are required by Article 28(3) of the GDPR.
    6. IAM Cloud shall provide assistance requested by the Customer in relation to the fulfilment of the Customer’s obligation to cooperate with the relevant supervisory authority under Article 31 GDPR.
    7. IAM Cloud warrants and represents that it shall comply with the GDPR and all other applicable laws and regulations, relevant industry codes of practice and guidance in relation to the processing of personal data under the Agreement.
    8. Notwithstanding any other provision of this agreement, nothing in the Agreement excludes or limits IAM Clouds liability under this agreement.