1.1. The Customer is the business who has signed up to receive the Comgem
Services detailed on the Service Order Form.
1.2. The Comgem services are made up of the core and professional services
18.104.22.168. Hosted Platform Services including Comgem’s Ecommerce Platform and
Back Office system.
22.214.171.124. Platform configuration and set-up
126.96.36.199. Comgem’s Design Services
188.8.131.52. Comgem’s Development Services
184.108.40.206. Comgem’s training
Specification of Services
2.1. Comgem provides a modular ecommerce and sales order processing
platform, which depending on the modules selected will allow customers to
manage and maintain their ecommerce website and sales order processes.
2.2. The parties have indicated their acceptance of the Agreement by
accepting these terms and conditions.
or other terms and conditions, policies or guidelines agreed between you
Terms and Conditions
3.1. Please read these Terms and Conditions carefully. All contracts that
the Provider may enter into from time to time for the provision of the
Hosted Services and related services shall be governed by these Terms and
Conditions, and the Provider will ask the Customer for the Customer’s
express written acceptance of these Terms and Conditions before providing
any such services to the Customer.
a. Except to the extent expressly provided otherwise, in these Terms and
Acceptable Use Policy:
means services may not be used to facilitate, send, knowingly receive,
upload, download, or use or store illegal software or images, or any
material considered to be illegal in the United Kingdom; pornographic
material (unless in relation to legitimate Customer business); software in
breach of the owner’s copyright; material that is considered to be racist
or likely to incite racist behaviour (unless in relation to legitimate
interests of business); material which is offensive, abusive, indecent,
defamatory, obscene or menacing, in breach of copyright, confidence,
privacy or any other rights (unless in relation to legitimate interests of
means the acceptance criteria as specified in Clause 7.7, or referred to in
the Service Order Form, or as otherwise agreed by the Parties expressly in
writing after the date of the Service Order Form against which the
Acceptance Tests are to be carried out to determine whether the
Deliverables are satisfactory for go live and ready to be invoiced.
means the acceptance tests as specified or referred to in the Service Order
Form or as expressly agreed between the Parties in writing, to be
undertaken to determine whether the Deliverables meet the Acceptance
Account” means an account enabling a person to access and
use the Hosted Services, including both administrator accounts and user
Affiliate” means an entity that Controls, is Controlled
by, or is under common Control with the relevant entity;
Agreement” means a contract between the parties
incorporating these Terms and Conditions, and any amendments to that
contract from time to time;
Business Day” means any weekday other than a bank or
public holiday in England & Wales;
Business Hours” means the hours of 09:00 to 17:00 GMT/BST
on a Business Day;
: means any request to alter the Services pursuant to this Agreement as set
out in Clause 11.
Charges” means the following amounts:
a. the amounts specified in the Services Order;
b. such amounts as may be agreed in writing by the parties from time to
c. amounts calculated by multiplying the Provider's standard time-based
charging rates (as notified by the Provider to the Customer before the date
of this Agreement) by the time spent by the Provider's personnel performing
the Support Services (rounded down by the Provider to the nearest quarter
Confidential Information” means the Provider Confidential
Information and the Customer Confidential Information;
Control” means the legal power to control (directly or
indirectly) the management of an entity (and “
should be construed accordingly);
Customer” means the person or entity identified as such
in Section 1 of the Services Order Form;
Customer Confidential Information” means:
a. any information disclosed by or on behalf of the Customer to the
Provider at any time before the termination of the Agreement (whether
disclosed in writing, orally or otherwise) that at the time of disclosure:
a. was marked as “confidential”; or
b. should have been reasonably understood by the Provider to be
b. the Customer Data;
Customer Data” means all data, works and materials:
uploaded to or stored on the Platform by the Customer; transmitted by the
Platform at the instigation of the Customer; supplied by the Customer to
the Provider for uploading to, transmission by or storage on the Platform;
or generated by the Platform as a result of the use of the Hosted Services
by the Customer (but excluding analytics data relating to the use of the
Platform and server log files);
Customer Personal Data” means Personal Data that is
processed by the Provider on behalf of the Customer in relation to this
Agreement and may include any information or data derived from Hosted
Services that alone or together with any other information relates to an
identified or identifiable natural person, or data considered to be
personal data as defined under applicable privacy law.
Data Protection Laws” means all applicable laws relating
to the processing of Personal Data including, while it is in force and
applicable to Customer Personal Data, the UK General Data Protection
Regulation and The Data Protection Act 2018 (DPA 2018);
Documentation” means the documentation for the Hosted
Services produced by the Provider and delivered or made available by the
Provider to the Customer;
Effective Date” means the date of execution of this
Force Majeure Event” means an event, or a series of
related events, that is outside the reasonable control of the party
affected (including failures of the internet or any public
telecommunications network, hacker attacks, denial of service attacks,
virus or other malicious software attacks or infections, power failures,
industrial disputes affecting any third party, changes to the law,
disasters, explosions, fires, floods, riots, terrorist attacks and wars);
Hosted Services” means Comgem Platform, as specified in
the Hosted Services Specification, which will be made available by the
Provider to the Customer as a service via the internet in accordance with
these Terms and Conditions;
Hosted Services Specification” means the specification
for the Platform and Hosted Services as set out in Service Order Form and
in the Documentation;
Intellectual Property Rights” means all intellectual
property rights wherever in the world, whether registrable or
unregistrable, registered or unregistered, including any application or
right of application for such rights (and these “intellectual property
rights” include copyright and related rights, database rights, confidential
information, trade secrets, know-how, business names, trade names, trade
marks, service marks, passing off rights, unfair competition rights,
patents, petty patents, utility models, semi-conductor topography rights
and rights in designs);
Maintenance Services” means the general maintenance of
the Platform and Hosted Services, and the application of Updates and
Minimum Term” means the period specified as such in the
Services Order Form.
Personal Data” has the meaning given to it in the Data
Protection Laws applicable in the United Kingdom from time to time;
Platform” means the platform managed by the Provider and
used by the Provider to provide the Hosted Services, including the
application and database software for the Hosted Services, the system and
server software used to provide the Hosted Services, and the computer
hardware on which that application, database, system and server software is
the service described in the Statement of Work to be performed by the
Provider in accordance with this Agreement.
Provider” means Comgem Ltd,
Provider Confidential Information” means:
a. any information disclosed by or on behalf of the Provider to the
Customer [during the Term] OR [at any time before the termination of the
Agreement] (whether disclosed in writing, orally or otherwise) that at the
time of disclosure was marked or described as “confidential” or should have
been understood by the Customer (acting reasonably) to be confidential; and
b. the terms of the Agreement;
Services” means any services that the Provider provides
to the Customer, or has an obligation to provide to the Customer, under
these Terms and Conditions;
Services Order Form” means an online order form published
by the Provider and completed and submitted by the Customer, or a hard-copy
order form signed or otherwise agreed by or on behalf of each party, in
each case incorporating these Terms and Conditions by reference, or the
subscription to services via the Platform ;
Set Up Services” means the configuration, implementation
and integration of the Hosted Services in accordance with these terms and
Support Services” means support in relation to the use
of, and the identification and resolution of errors in, the Hosted
Services, but shall not include the provision of training services;
Comgem” means Comgem Ltd, a company incorporated in
England and Wales with company number 5620550 whose registered office is at
Bark Mill House, 5 Dunraven Place, Bridgend, CF31 1JF;
Supported Web Browser” means the current release from
time to time of Mozilla Firefox, Google Chrome or Apple Safari, or any
other web browser that the Provider agrees in writing shall be supported;
Term” means the term of this Agreement, commencing with
the dates found on the related Services Order Form.
Terms and Conditions” means all the documentation
containing the provisions of the Agreement, namely the Services Order Form,
the main body of these Terms and Conditions and the Schedules, including
any amendments to that documentation from time to time;
Third Party Services” means any hosted or cloud services
provided by any third party that may transmit data to and/or from the
Update” means a hotfix, patch or minor version update to
any Platform software; and
Upgrade” means a major version upgrade of any Platform
5.1. The Agreement shall come into force upon the Effective Date.
5.2. This agreement shall, subject to termination in accordance with Clause
22 continue for the minimum term and, thereafter, this agreement shall be
automatically renewed for successive periods of 12 months (each a Renewal
5.3. Unless the parties expressly agree otherwise in writing, each Services
Order Form shall create a distinct contract under these Terms and
6.1. The Customer shall use the Comgem’s Services in accordance with the
terms and conditions of this agreement and those included in the Other
6.2. The Customer shall use the Comgem’s Add-On services, when ordered via
Services Order Form, in accordance with the terms and conditions of this
agreement and those included in the relevant Schedules;
Set Up & Professional Services
7.1. The Provider shall provide the Set Up Services to the Customer and
may, provide additional professional services to the customer.
7.2. The Provider shall use reasonable endeavours to ensure that the Set Up
Services are provided upon or promptly following the Effective Date.
7.3. The Customer acknowledges that a delay in the Customer performing its
obligations in the Agreement may result in a delay in the performance of
the Set Up Services; and subject to Clause 21.1 the Provider will not be
liable to the Customer in respect of any failure to meet the Set Up
Services timetable to the extent that that failure arises out of a delay in
the Customer performing its obligations under these Terms and Conditions.
7.4. The Customer acknowledges that the Provider will commit an amount of
time for Set Up Services which is deemed fair and reasonable in order for
the Customer to sufficiently use the platform. This is deemed to be in the
region of 10 hours of Customer Support Time for the Customer set up.
7.5. The Provider retains the right to charge an additional service charge
for Set Up Services over and above what is deemed fair and reasonable.
7.6. Subject to any written agreement of the parties to the contrary, any
Intellectual Property Rights that may arise out of the performance of the
Set Up & Professional Services by the Provider shall be the exclusive
property of the Provider.
7.7. For Professional Services, the Requirements Definition Form shall
specify the Deliverables that are to be subject to Acceptance Testing and
provide a framework for the nature of the testing that will be required.
7.8. In relation to any Acceptance Testing:
7.8.1. the Customer shall have a reasonable period of time, up to five
Business Days unless otherwise specified in the Requirements Definition
Document, from the Provider’s delivery of each Deliverable under the
relevant Requirements Definition (the “Acceptance Period”) to confirm that
such Deliverable conforms to the acceptance criteria as agreed between the
Parties (collectively, the “Acceptance Criteria”). If the Customer
determines that a Deliverable does not conform to the agreed Acceptance
Criteria, the Customer shall by the last day of the Acceptance Period
provide to the Provider an Issues List of the non-conformities to the
7.8.2. the Customer shall use best efforts to correctly and efficiently
ensure appropriate Acceptance Testing in relation to any Deliverable which
is subject to Acceptance Tests and shall notify the Provider within the
Acceptance Period (as defined in Clause 7.8.1) if any of the Deliverables
do not conform to the Acceptance Criteria. In the event that Customer has
undertaken the Acceptance Testing within the Acceptance Period and fails to
reject any Deliverable within the relevant Acceptance Period or the
Customer has approved the solution to be deployed in a live environment,
for all purposes under these Conditions such Deliverable, shall be deemed
accepted as if the Customer had issued a written acceptance thereof. For
the avoidance of doubt, should any non-conformities be found in earlier
stages of the Deliverables but which were not highlighted to the Provider
during the applicable Acceptance Period, such non-conformities shall not be
subject to the remedies as set out in Clause 7.8.3 below.
7.8.3. If there are any non-conformities within any Deliverable, which have
been highlighted by Customer or the Provider during the Acceptance Period
and whereby the Deliverable has not been accepted by the Customer for this
reason and such non-conformity is a directly attributable act or omission
on the part of the Provider (and not subject to a Change Order (as defined
in Clause 11 or attributable to the Customer’s acts or omissions including
inadequate Acceptance Testing) the Provider shall (without prejudice to the
Customer’s other rights and remedies) carry out all necessary remedial work
without additional charge as part of the next Deliverable which shall
accordingly be modified.
7.8.4. If any non-conformity cannot be remedied by the Provider due to an
error, defect or fault which the Provider is able to demonstrate to the
reasonable satisfaction of the Customer to be outside the Provider’s
control and which has disabled the Provider’s ability to remedy such
non-conformity, then the Provider reserves the right to terminate work on
that specific Deliverable. The Provider agrees not to charge Customer, any
amounts paid or payable by Customer to Provider which specifically relate
to the non-conforming Deliverables which cannot be remedied.
8.1. The Provider shall ensure that the Platform will, be accessible by the
Customer upon completion of the Set-Up and required Professional Services.
8.2. The Provider hereby grants to the Customer a worldwide, non-exclusive
licence to use the Hosted Services by means of a Supported Web Browser for
the internal business purposes of the Customer in accordance with the
Documentation during the Term.
8.3. The licence granted by the Provider to the Customer under Clause 8.2
is subject to the following limitations:
8.3.1. the Hosted Services may only be used by the employee and
subcontractors of either the Customer or an Affiliate of the Customer.
8.4. Except to the extent expressly permitted in these Terms and Conditions
or required by law on a non-excludable basis, the licence granted by the
Provider to the Customer under Clause 8.2 is subject to the following
8.4.1. the Customer must not sub-license its right to access and use the
8.4.2. the Customer must not permit any unauthorised person to access or
use the Hosted Services;
8.4.3. the Customer must not use the Hosted Services to provide services to
8.4.4. the Customer must not republish or redistribute any content or
material from the Hosted Services;
8.4.5. the Customer must not make any alteration to the Platform, except as
permitted by the Documentation; and
8.4.6. the Customer must not conduct or request that any other person
conduct any load testing or penetration testing on the Platform or Hosted
8.5. The Customer shall use reasonable endeavours, including reasonable
security measures relating to Account access details, to ensure that no
unauthorised person may gain access to the Hosted Services using an
8.6. The parties acknowledge and agree that Schedule 2 (Availability SLA)
shall govern the availability of the Hosted Services.
8.7. The Customer must comply with Schedule 1 (Acceptable Use Policy), and
must ensure that all persons using the Hosted Services with the authority
of the Customer or by means of an Account comply with Schedule 1
(Acceptable Use Policy).
8.8. The Customer must not use the Hosted Services in any way that causes,
or may cause, damage to the Hosted Services or Platform or impairment of
the availability or accessibility of the Hosted Services.
8.9. The Customer must not use the Hosted Services:
8.9.1. in any way that is unlawful, illegal, fraudulent or harmful; or
8.9.2. in connection with any unlawful, illegal, fraudulent or harmful
purpose or activity.
8.10. For the avoidance of doubt, the Customer has no right to access the
software code (including object code, intermediate code and source code) of
the Platform, either during or after the Term.
8.11. The Provider may suspend the provision of the Hosted Services if any
amount due to be paid by the Customer to the Provider under this Agreement
9. Maintenance Services
9.1. The Provider shall provide the Maintenance Services to the Customer
during the Term.
9.2. The Provider shall where practicable give to the Customer prior
written notice of scheduled Maintenance Services that are likely to affect
the availability of the Hosted Services or are likely to have a material
negative impact upon the Hosted Services, without prejudice to the
Provider's other notice obligations under this main body of this Agreement.
9.3. The Provider shall give to the Customer written notice of the
application of an Upgrade to the Platform.
9.4. The Provider shall provide the Maintenance Services in accordance with
the standards of skill and care reasonably expected from a leading service
provider in the Provider's industry.
9.5. The Provider may suspend the provision of the Maintenance Services if
any amount due to be paid by the Customer to the Provider under this
Agreement is overdue.
Support Services (Schedule 4)
10.1. The Provider shall provide the Support Services to the Customer
during the Term.
10.2. The Provider shall provide the Support Services with reasonable skill
10.3. The Provider shall provide the Support Services in accordance with
Schedule 4 (Support SLA).
10.4. The Provider may suspend the provision of the Support Services if any
amount due to be paid by the Customer to the Provider under this Agreement
11.1. Either Party may request changes to any Services (in each case, a
“Change Request”). Any Change Request shall be made in writing and sent to
the Customer Representatives or Provider representative (as appropriate)
and shall set out the change in sufficient detail so as to enable the other
Party to make a proper assessment of such change.
11.2. Where the Parties propose a Change Request the Provider shall provide
a written estimate of the likely time required to implement the change, any
necessary variations to the Charges as a result of the change, the likely
effect of the change on the Services; and any other impact of the change on
the terms of this Agreement. The Customer shall notify the Provider whether
it accepts or reasonably rejects the Change Request within five working
days of its receipt of the written estimate.
11.3. Until such time as a Change Request has been agreed to by the
Parties, the Parties shall continue to perform their respective obligations
under the Services Order Form without taking into account the Change
Request. Once duly agreed by both Parties, the Change Request shall be
deemed incorporated into Agreement and Services Order Form and the Provider
shall commence performance of the Change Request accordingly.
11.4. Neither Party shall be required to accept any Change Request made by
the other Party and shall not be bound by the Change Request unless it has
been agreed in writing as set out above.
11.5. Unless otherwise agreed in writing, Provider shall be entitled to
charge the Customer at Provider’s then current Rates for investigating,
reporting on and, if appropriate, implementing any Change Request requested
by the Customer.
12.1. The Customer hereby grants to the Provider a non-exclusive licence to
store, distribute, publish, export, adapt, edit and translate the Customer
Data to the extent reasonably required for the performance of the
Provider’s obligations and the exercise of the Provider’s rights under the
12.2. The Customer warrants to the Provider that the Customer Data will not
infringe the Intellectual Property Rights or other legal rights of any
person, and will not breach the provisions of any law, statute or
regulation, in any jurisdiction and under any applicable law.
12.3. The Provider shall create a back-up copy of the Customer Data at
least daily, shall ensure that each such copy is sufficient to enable the
Provider to restore the Hosted Services to the state they were in at the
time the back-up was taken, and shall retain and securely store each such
copy for a minimum period of 30 days.
12.4. Within the period of 1 Business Day following receipt of a written
request from the Customer, the Provider shall use all reasonable endeavours
to restore to the Platform the Customer Data stored in any back-up copy
created and stored by the Provider in accordance with Clause 7.3. The
Customer acknowledges that this process will overwrite the Customer Data
stored on the Platform prior to the restoration.
Integrations with Third Party Services
13.1. The Hosted Services are integrated with those Third Party Services
identified on the website / Sales Order Form. The Provider may integrate
additional Third Party Services with the Hosted Services at any time.
13.2. The Customer acknowledges that the integration of Third Party
Services may entail the transfer of Customer Data from the Hosted Services
to the relevant Third Party Services.
13.3. The Customer hereby consents to the transfer of the Customer Data to
the Third Party Services.
13.4. Save to the extent that the parties expressly agree otherwise in
writing and subject to Clause 18.1:
13.4.1. the Provider gives no warranties or representations in respect of
any Third Party Services; and
13.4.2. the Provider shall not be liable to the Customer in respect of any
loss or damage that may be caused by any Third Party Services or any
provider of Third Party Services
No assignment of Intellectual Property Rights
14.1. Nothing in these Terms and Conditions shall operate to assign or
transfer any Intellectual Property Rights from the Provider to the
Customer, or from the Customer to the Provider.
15.1. The Customer shall pay the Charges to the Provider in accordance with
these Terms and Conditions.
15.2. All amounts stated in or in relation to these Terms and Conditions
are, unless the context requires otherwise, stated exclusive of any
applicable value added taxes, which will be added to those amounts and
payable by the Customer to the Provider.
15.3. The Provider may charge the price of the relevant fees, including
recurring Charges, from time to time and will automatically change the
charge amount based on the Customer usage, in accordance with the pricing
tiers set out on the Service Order Form. Price changes will take effect
from the next month billing cycle following the date of the price changes.
Subject to applicable law, you accept the new price by continuing to use
the Services and/or Platform after the price changes take effect. If the
Customer does not agree with the price change, the Customer will have the
right to reject the change by unsubscribing from the Service prior to the
price change going into effect.
15.4. If the Provider has not received payment by the due date on the
invoice, and without prejudice to any other rights and remedies of the
15.4.1. the Provider may, without liability to the Customer, disable the
Customer’s password, account and access to all or part of the Services
and/or Platform and the Provider shall be under no obligation to provide
any or all of the Services and/or Platform while the invoice(s) concerned
remain unpaid; and
15.4.2. interest shall accrue on a daily basis on such due amounts at an
annual rate equal to 8% over the then current base lending rate of Bank of
England from time to time, commencing on the due date and continuing until
fully paid, whether before or after judgment.
15.5. The Provider may elect to vary any element of the Charges by giving
to the Customer not less than 30 days’ written notice of the variation
expiring on any anniversary of the date of execution of the Agreement,
providing that no such variation shall constitute a percentage increase in
the relevant element of the Charges that exceeds 2% over the percentage
increase, since the date of the most recent variation of the relevant
element of the Charges under this Clause 12.3 (or, if no such variation has
occurred, since the date of execution of the Agreement), in the Retail
Prices Index (all items) published by the UK Office for National
15.6. If the Customer disputes any invoice or other statement of monies
due, the Customer shall immediately inform the Provider in writing. The
parties shall negotiate in good faith to attempt to resolve the dispute
promptly. The relevant party shall provide evidence as may be reasonably
necessary to verify the disputed invoice or request for payment.
16.1. The Provider shall issue invoices for the Charges to the Customer
monthly in advance, from the Effective Date.
16.2. The Customer must pay the Charges to the Provider within the period
of 14 days following the receipt of an invoice issued in accordance with
this Clause 13.
16.3. The Customer must pay the Charges by BACs payment or GoCardless
(using such payment details as are notified by the Provider to the Customer
from time to time).
16.4. If the Customer does not pay any amount properly due to the Provider
under these Terms and Conditions, the Provider may charge the Customer
interest on the overdue amount at the rate of 8% per annum above the Bank
of England base rate from time to time (which interest will accrue daily
until the date of actual payment and be compounded at the end of each
calendar month). The Provider acknowledges and agrees that it shall have no
right to claim interest or statutory compensation under the Late Payment of
Commercial Debts (Interest) Act 1998, and that its contractual rights under
this Clause 11.4 constitute a substantial remedy within the meaning of that
17.1. The Provider must:
17.1.1. keep the Customer Confidential Information strictly confidential;
17.1.2. not disclose the Customer Confidential Information to any person
without the Customer’s prior written consent, and then only under
conditions of confidentiality no less onerous than those contained in these
Terms and Conditions;
17.1.3. use the same degree of care to protect the confidentiality of the
Customer Confidential Information as the Provider uses to protect the
Provider’s own confidential information of a similar nature, being at least
a reasonable degree of care;
17.1.4. act in good faith at all times in relation to the Customer
Confidential Information; and
17.1.5. not use any of the Customer Confidential Information for any
purpose other than as agreed by the Customer.
17.2. The Customer must:
17.2.1. keep the Provider Confidential Information strictly confidential;
17.2.2. not disclose the Provider Confidential Information to any person
without the Provider’s prior written consent, and then only under
conditions of confidentiality approved in writing by the Provider;
17.2.3. use the same degree of care to protect the confidentiality of the
Provider Confidential Information as the Customer uses to protect the
Customer’s own confidential information of a similar nature, being at least
a reasonable degree of care;
17.2.4. Information; and
17.2.5. not use any of the Provider Confidential Information for any
purpose other than as agreed by the Provider.
17.3. No obligations are imposed by this Clause 17 with respect to a
party’s Confidential Information if that Confidential Information:
17.3.1. is known to the other party before disclosure under these Terms and
Conditions and is not subject to any other obligation of confidentiality;
17.3.2. is or becomes publicly known through no act or default of the other
17.3.3. The provisions of this Clause 17 shall continue in force
indefinitely following the termination of the Agreement.
18.1. Neither party may make any public disclosures relating to the
Agreement or the subject matter of the Agreement (including disclosures in
press releases, public announcements and marketing materials) without the
prior written consent of the other party, such consent not to be
unreasonably withheld or delayed.
18.2. Nothing in this Clause 18 shall be construed as limiting the
obligations of the parties under Clause 17.
19.1. Each party shall comply with the Data Protection Laws with respect to
the processing of the Customer Personal Data.
19.2. The Customer warrants to the Provider that it has the legal right to
disclose all Personal Data that it does in fact disclose to the Provider
under or in connection with the Agreement.
19.3. The Customer shall only supply to the Provider, and the Provider
shall only process, in each case under or in relation to the Agreement:
19.3.1. the Personal Data of data subjects falling within the categories
specified in Part 1 of Schedule 5 (Data processing information); and
19.3.2. Personal Data of the types specified in Part 2 of Schedule 5 (Data
19.4. The Provider shall only process the Customer Personal Data for the
purposes specified in this agreement.
19.5. The Provider shall only process the Customer Personal Data during the
Term and for not more than 180 days following the end of the Term, subject
to the other provisions of this Clause 19.
19.6. The Provider shall only process the Customer Personal Data on the
documented instructions of the Customer (including with regard to transfers
of the Customer Personal Data to any place outside the UK).
19.7. The Customer hereby authorises the Provider to make the following
transfers of Customer Personal Data:
19.7.1. the Provider may transfer the Customer Personal Data internally to
its own employees, offices and facilities;
19.7.2. the Provider may transfer the Customer Personal Data to its
providing that such transfers must be protected by any appropriate
safeguards identified therein; and
19.7.3. the Provider may transfer the Customer Personal Data to a country,
a territory or sector to the extent that the United Kingdom has decided
that the country, territory or sector ensures an adequate level of
protection for Personal Data.
19.8. The Provider shall promptly inform the Customer if, in the opinion of
the Provider, an instruction of the Customer relating to the processing of
the Customer Personal Data infringes the Data Protection Laws.
19.9. Notwithstanding any other provision of the Agreement, the Provider
may process the Customer Personal Data if and to the extent that the
Provider is required to do so by applicable law. In such a case, the
Provider shall inform the Customer of the legal requirement before
processing, unless that law prohibits such information on important grounds
of public interest.
19.10. The Provider shall ensure that persons authorised to process the
Customer Personal Data have committed themselves to confidentiality or are
under an appropriate statutory obligation of confidentiality.
19.11. The Provider and the Customer shall each implement appropriate
technical and organisational measures to ensure an appropriate level of
security for the Customer Personal Data, including those measures
19.12. As at the Effective Date, the Provider is hereby authorised by the
Customer to engage, as sub-processors with respect to Customer Personal
Data, the third parties, and third parties within the categories
19.13. The Provider shall, insofar as possible and taking into account the
nature of the processing, take appropriate technical and organisational
measures to assist the Customer with the fulfilment of the Customer’s
obligation to respond to requests exercising a data subject’s rights under
the Data Protection Laws.
19.14. The Provider must notify the Customer of any Personal Data breach
affecting the Customer Personal Data without undue delay.
19.15. The Provider shall make available to the Customer all information
necessary to demonstrate the compliance of the Provider with its
obligations under this Clause 19 and the Data Protection Laws. The Provider
may charge the Customer at its standard time-based charging rates for any
work performed by the Provider at the request of the Customer pursuant to
this Clause 19.15.
19.16. The Provider shall, at the choice of the Customer, delete or return
all of the Customer Personal Data to the Customer after the provision of
services relating to the processing, and shall delete existing copies save
to the extent that applicable law requires storage of the relevant Personal
19.17. If any changes or prospective changes to the Data Protection Laws
result or will result in one or both parties not complying with the Data
Protection Laws in relation to processing of Personal Data carried out
under the Agreement, then the parties shall use their best endeavours
promptly to agree such variations to the Agreement as may be necessary to
remedy such non-compliance.
Limitations and exclusions of liability
20.1. Nothing in these Terms and Conditions will:
20.1.1. limit or exclude any liability for death or personal injury
resulting from negligence;
20.1.2. limit or exclude any liability for fraud or fraudulent
20.1.3. limit any liabilities in any way that is not permitted under
applicable law; or
20.1.4. exclude any liabilities that may not be excluded under applicable
20.2. The limitations and exclusions of liability set out in this Clause 20
and elsewhere in these Terms and Conditions:
20.2.1. are subject to Clause 20.1; and
20.2.2. govern all liabilities arising under these Terms and Conditions or
relating to the subject matter of these Terms and Conditions, including
liabilities arising in contract, in tort (including negligence) and for
breach of statutory duty, except to the extent expressly provided otherwise
in these Terms and Conditions.
20.3. The Provider shall not be liable to the Customer in respect of any
losses arising out of a Force Majeure Event.
20.4. The Provider shall not be liable to the Customer in respect of any
loss of profits or anticipated savings.
20.5. The Provider shall not be liable to the Customer in respect of any
loss of revenue or income.
20.6. The Provider shall not be liable to the Customer in respect of any
loss of use or production.
20.7. The Provider shall not be liable to the Customer in respect of any
loss of business, contracts or opportunities.
20.8. The Provider shall not be liable to the Customer in respect of any
loss or corruption of any data, database or software.
20.9. The Provider shall not be liable to the Customer in respect of any
special, indirect or consequential loss or damage.
20.10. The liability of each party to the other party under the Agreement
in respect of any event or series of related events shall not exceed the
20.10.1. £500; and
20.10.2. the total amount paid and payable by the Customer to the Provider
under the Agreement in the 1 month period preceding the commencement of the
event or events.
Force Majeure Event
21.1. If a Force Majeure Event gives rise to a failure or delay in either
party performing any obligation under the Agreement (other than any
obligation to make a payment), that obligation will be suspended for the
duration of the Force Majeure Event.
22.1. Either party may terminate the Agreement by giving to the other party
not less than 90 days’ written notice of termination. The agreement will
then be terminated effective from the next renewal date.
22.2. Either party may terminate the Agreement immediately by giving
written notice of termination to the other party if:
22.2.1. the other party commits any material breach of the Agreement, and
the breach is not remediable; or
22.2.2. the other party commits a material breach of the Agreement, and the
breach is remediable but the other party fails to remedy the breach within
the period of 30 days following the giving of a written notice to the other
party requiring the breach to be remedied.
22.3. Either party may terminate the Agreement immediately by giving
written notice of termination to the other party if:
22.3.1. the other party:
220.127.116.11. is dissolved;
18.104.22.168. ceases to conduct all (or substantially all) of its business;
22.214.171.124. is or becomes unable to pay its debts as they fall due;
126.96.36.199. is or becomes insolvent or is declared insolvent; or
188.8.131.52. convenes a meeting or makes or proposes to make any arrangement
or composition with its creditors;
22.3.2. an administrator, administrative receiver, liquidator, receiver,
trustee, manager or similar is appointed over any of the assets of the
other party; or
22.3.3. an order is made for the winding up of the other party, or the
other party passes a resolution for its winding up.
22.4. The Provider may terminate the Agreement immediately by giving
written notice to the Customer if:
22.4.1. any amount due to be paid by the Customer to the Provider under the
Agreement is unpaid by the due date and remains unpaid upon the date that
that written notice of termination is given; and
22.4.2. the Provider has given to the Customer at least 30 days’ written
notice, following the failure to pay, of its intention to terminate the
Agreement in accordance with this agreement.
22.5. The rights of termination set out in the Agreement shall not exclude
any rights of termination available at law.
Effects of termination
23.1. Upon the termination of the Agreement, all of the provisions of these
Terms and Conditions shall cease to have effect, save that the following
provisions of these Terms and Conditions shall survive and continue to have
effect (in accordance with their express terms or otherwise indefinitely):
Clauses 1, 4, 8.4, 8.10, 13.2, 13.4, 14,15, 16, 17, 19.1, 19.3, 19.4, 19.5,
19.6, 19.7, 19.8, 19.9, 19.10, 19.11, 19.12, 19.13, 19.14, 19.15, 19.16,
19.17, 20, 23, 24, 26, 27, 28, 29, 30, 31 and 32
23.2. Except to the extent that these Terms and Conditions expressly
provides otherwise, the termination of the Agreement shall not affect the
accrued rights of either party.
23.3. Within 30 days following the termination of the Agreement for any
23.3.1. the Customer must pay to the Provider any Charges in respect of
Services provided to the Customer before the termination of the Agreement;
23.3.2. the Provider must refund to the Customer any Charges paid by the
Customer to the Provider in respect of Services that were to be provided to
the Customer after the termination of the Agreement,
23.3.3. without prejudice to the parties’ other legal rights.
Non-solicitation of personnel
24.1. The Customer must not, without the prior written consent of the
Provider, either during the Term or within the period of 12 months
following the end of the Term, engage, employ or solicit for engagement or
employment any employee or subcontractor of the Provider who has been
involved in any way in the negotiation or performance of the Agreement.
25.1. Any notice given under these Terms and Conditions must be in writing,
whether or not described as “written notice” in these Terms and Conditions.
25.2. Any notice from one party to the other party under these Terms and
Conditions must be given by one of the following methods:
25.2.1. sent by email to the relevant email address specified through the
Hosted Services, in which case the notice shall be deemed to be received
upon receipt of the email by the recipient's email server; or
25.2.2. sent using the contractual notice mechanism incorporated into the
Hosted Services, in which case the notice shall be deemed to be received
upon dispatch, providing that, if the stated time of deemed receipt is not
within Business Hours, then the time of deemed receipt shall be when
Business Hours next begin after the stated time.
26.1. The Provider may subcontract any of its obligations under the
26.2. The Provider shall remain responsible to the Customer for the
performance of any subcontracted obligations.
26.3. Notwithstanding any other provision of these Terms and Conditions,
the Customer acknowledges and agrees that the Provider may subcontract to
any reputable third party hosting business the hosting of the Platform and
the provision of services in relation to the support and maintenance of
elements of the Platform.
27.1. No breach of any provision of the Agreement will be waived except
with the express written consent of the party not in breach.
27.2. No waiver of any breach of any provision of the Agreement shall be
construed as a further or continuing waiver of any other breach of that
provision or any breach of any other provision of the Agreement.
28.1. If a provision of these Terms and Conditions is determined by any
court or other competent authority to be unlawful and/or unenforceable, the
other provisions will continue in effect.
28.2. If any unlawful and/or unenforceable provision of these Terms and
Conditions would be lawful or enforceable if part of it were deleted, that
part will be deemed to be deleted, and the rest of the provision will
continue in effect.
28.3. In the event that any provision of this Agreement becomes or is held
invalid, illegal, or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision
shall be deemed deleted and the remaining provisions shall be enforced to
the maximum extent permitted by applicable law.
Third party rights
29.1. The Agreement is for the benefit of the parties, and is not intended
to benefit or be enforceable by any third party.
29.2. The exercise of the parties’ rights under the Agreement is not
subject to the consent of any third party.
30.1. The Services Order Form, the main body of these Terms and Conditions
and the Schedules shall constitute the entire agreement between the parties
in relation to the subject matter of the Agreement, and shall supersede all
previous agreements, arrangements and understandings between the parties in
respect of that subject matter.
30.2. Neither party will have any remedy in respect of any
misrepresentation (whether written or oral) made to it upon which it relied
in entering into the Agreement.
Law and jurisdiction
31.1. These Terms and Conditions shall be governed by and construed in
accordance with English law.
31.2. Any disputes relating to the Agreement shall be subject to the
non-exclusive jurisdiction of the courts of England and Wales.
32.1. In these Terms and Conditions, a reference to a statute or statutory
provision includes a reference to:
32.1.1. that statute or statutory provision as modified, consolidated
and/or re-enacted from time to time; and
32.1.2. any subordinate legislation made under that statute or statutory
32.2. The Clause headings do not affect the interpretation of these Terms
32.3. References in these Terms and Conditions to “calendar months” are to
the 12 named periods (January, February and so on) into which a year is
divided. In these Terms and Conditions, general words shall not be given a
restrictive interpretation by reason of being preceded or followed by words
indicating a particular class of acts, matters or things.
Acceptable use policy
1.1. This acceptable use policy (the “
Policy“) sets out
the rules governing:
1.1.1. the use of the platform, any successor platform, and the services
available on that platform or any successor platform (the “
1.1.2. the transmission, storage and processing of content by you, or by
any person on your behalf, using the Services (“
1.2. References in this Policy to “you” are to any customer for the
Services and any individual user of the Services (and “your” should be
construed accordingly); and references in this Policy to “us” are to Comgem
Ltd (and “we” and “our” should be construed accordingly).
1.3. By using the Services, you agree to the rules set out in this Policy.
1.4. We will ask for your express agreement to the terms of this Policy
before you upload or submit any Content or otherwise use the Services.
1.5. You must be at least 18 years of age to use the Services; and by using
the Services, you warrant and represent to us that you are at least 18
years of age.
General usage rules
2.1. Comgem provide our facilities with the assumption your use will be
“business as usual”. If your use is excessive, then additional fees may be
charged, or capacity may be restricted.
2.2. Comgem also limit the number of technical support hours that you
receive within your package to 2 hours each calendar month. Comgem will
monitor your usage each calendar month to preserve our service for all
customers. If your use of the support site is greater than this, additional
fees may be charged to cover your support needs.
2.3. Comgem reserves the right to suspend or cancel a customer's access to
any or all Services provided by Comgem, where Comgem decides that the
account has been inappropriately used. Comgem reserves the right to refuse
Services and/or access to its servers to anyone.
2.4. Comgem offers unlimited products with some packages subject to a fair
use policy. Should the number of products exceed 100,000, Comgem reserves
the right to charge additional fee’s for excess capacity.
2.5. You must not use the Services:
2.5.1. in any way that is unlawful, illegal, fraudulent, deceptive or
2.5.2. in connection with any unlawful, illegal, fraudulent, deceptive or
harmful purpose or activity.
2.5.3. You must ensure that all Content complies with the provisions of
3.1. Content must not be illegal or unlawful, must not infringe any
person’s legal rights, and must not be capable of giving rise to legal
action against any person (in each case in any jurisdiction and under any
3.2. Content, and the use of Content by us in any manner licensed or
otherwise authorised by you, must not:
3.2.1. be libellous or maliciously false;
3.2.2. be obscene or indecent;
3.2.3. infringe any copyright, moral right, database right, trade mark
right, design right, right in passing off, or other intellectual property
3.2.4. infringe any right of confidence, right of privacy or right under
data protection legislation;
3.2.5. constitute negligent advice or contain any negligent statement;
3.2.6. constitute an incitement to commit a crime, instructions for the
commission of a crime or the promotion of criminal activity;
3.2.7. be in contempt of any court, or in breach of any court order;
3.2.8. constitute a breach of racial or religious hatred or discrimination
3.2.9. be blasphemous;
3.2.10. constitute a breach of official secrets legislation; or
3.2.11. constitute a breach of any contractual obligation owed to any
3.3. You must ensure that Content is not and has never been the subject of
any threatened or actual legal proceedings or other similar complaint.
4.1. Content must be appropriate for all persons who have access to or are
likely to access the Content in question.
5.1. Content must not be untrue, false, inaccurate or misleading.
6.1. Content must be appropriate, civil and tasteful, and accord with
generally accepted standards of etiquette and behavior on the internet.
6.2. Content must not be offensive, deceptive, threatening, abusive,
harassing, menacing, hateful, discriminatory or inflammatory.
6.3. You must not use the Services to send any hostile communication or any
communication intended to insult, including such communications directed at
a particular person or group of people.
6.4. You must not use the Services for the purpose of deliberately
upsetting or offending others.
6.5. You must at all times be courteous and polite to other users of the
7.1. You acknowledge that we may actively monitor the Content and the use
of the Services.
8.1. You must not conduct any systematic or automated data scraping, data
mining, data extraction or data harvesting, or other systematic or
automated data collection activity, by means of or in relation to the
9.1. You must not link to any material using or by means of the Services
that would, if it were made available through the Services, breach the
provisions of this Policy.
Introduction to availability SLA
1.1. This section sets out the Provider’s availability commitments
relating to the Hosted Services.
1.2. In this section , “uptime” means the percentage of time during a
given period when the Hosted Services are available at the gateway between
public internet and the network of the hosting services provider for the
2.1. The Provider shall use reasonable endeavours to ensure that the uptime
for the Hosted Services is at least 98% during each calendar year.
3.1. Downtime caused by any of the following shall not be considered when
calculating whether the Provider has met the uptime guarantee given in Part
3.1.1. a Force Majeure Event;
3.1.2. a fault or failure of the internet or any public telecommunications
3.1.3. a fault or failure of the Provider’s hosting infrastructure services
provider, unless such fault or failure constitutes an actionable breach of
the contract between the Provider and that company;
3.1.4. a fault or failure of the Customer’s computer systems or networks;
3.1.5. any breach by the Customer of the Agreement; or
3.1.6. scheduled maintenance carried out in accordance with the Agreement.
1.1. This section sets out the service levels applicable to the
Scheduled Maintenance Services
2.1. The Provider shall where practicable give to the Customer at least 5
Business Days’ prior written notice of scheduled Maintenance Services that
are likely to affect the availability of the Hosted Services or are likely
to have a material negative impact upon the Hosted Services, without
prejudice to the Provider’s other notice obligations under this section.
2.2. The Provider shall provide all scheduled Maintenance Services during
3.1. The Provider shall give to the Customer written notice of the
application of any security Update to the Platform and at least 5 Business
Days’ prior written notice of the application of any non-security Update to
1.1. This section sets out the service levels applicable to the Support
2.1. The Provider shall make available to the Customer a helpdesk in
accordance with the provisions of this section.
2.2. The Customer may use the helpdesk for the purposes of requesting and,
where applicable, receiving the Support Services; and the Customer must not
use the helpdesk for any other purpose.
2.3. The Provider shall ensure that the helpdesk is accessible by email and
using the Provider’s web-based ticketing system.
2.4. The Provider shall ensure that the helpdesk is operational and
adequately staffed during Business Hours during the Term.
Provision of Support Services
3.1. The Support Services shall be provided online and remotely, save to
the extent that the parties agree otherwise in writing.
3.2. The Comgem helpdesk is powered by Zendesk. Zendesk is a data processor
3.3. When you sign up to Comgem’s platform online a support login will be
generated so that you can access Comgem’s support portal using your
selected username and password.
Limitations on Support Service
4.1. If the total hours spent by the personnel of the Provider performing
the Support Services during any calendar month exceed 2 hours then:
4.1.1. the Provider will cease to have an obligation to provide Support
Services to the Customer during the remainder of that period; and
4.1.2. the Provider may agree to provide Support Services to the Customer
during the remainder of that period, but the provision of those Support
Services will be subject to additional Charges.
Delays to Service
5.1. the Provider cannot be held responsible for delays in performing
specific services providing they have followed and taken appropriate
actions as outlined in this agreement.
5.2. the Provider takes no responsibility if the Provider is prevented from
performing specific services for any reasons beyond the control of the
Provider, or by those which are caused by the client.
New Customers and Ongoing Customer Care
6.1. Special arrangements are usually made with all new customers to allow
more regular and day to day direct telephone contact with their
installation support team member. This arrangement is provided to assist
the company in getting their new system, installed, configured and
operational as soon as possible or in accordance with their agreed
installation plan. This duration is typically the first 30 days after
platform go live.
6.2. At an agreed time, either before, during the installation period or
after completion, each customer will be contacted and provided with a login
username and password for use with continued support requests.
6.3. From time to time customers will be contacted by the customer support
team to review their experiences and provide feedback about any issue they
were either very pleased about or for any suggestions on how the
implementation process may be improved.
Performance, Tracking and Reporting
Benchmarking and Targets
7.1.1. Our goals are to provide an initial response to support requests
within the following time periods – based on Comgem’s classification of the
184.108.40.206. Urgent. Initial response within 1 hour
220.127.116.11. High. Initial response within 5 hours
18.104.22.168. Medium. Initial response within 1 working day
22.214.171.124. Low. Initial response within 2 working days
7.1.2. All timings given for the resolution of support requests and
development work are provided on the basis of our best endeavours and may
depend on other factors including:
126.96.36.199. The level and numbers of outstanding support requests.
188.8.131.52. The resources we have available at the time of the request.
184.108.40.206. The time is taken for customers to respond to any pending
questions or requests for further information required by the support team.
7.1.3. In circumstances where a support request leads to additional
development being requested, the support requests will be progressed to an
agreed development specification and costing and timescale for completion
would be provided. A signed order form and payment from the customer would
be required before any work is commenced. The support request would be
closed and reassigned to a development project.
7.2. Service Level Review
7.2.1. In line with its commitment to continually improve its products, the
Provider conducts regular reviews of all support requests. Any areas that
are deemed by the Provider’s development team as having the potential for
be added to a development wishlist.
These items may be considered for inclusion as part of the on-going road
map for the development and improvement of the systems.
7.2.2. Commonly reoccurring queries with simple solutions will be assigned
as a FAQ (Frequently Asked Question), Support Guide or video to aid in
7.2.3. the Provider operates a feedback program and will always endeavour
to introduce into the system changes that we feel would be worthwhile and
beneficial to others.
Support Definition and Management
8.1.1. As each support request is dealt with the response provided by the
support team will be entered into Comgem Support Portal and a notification
email sent to the customer, at the address entered in the system, to inform
them that a change has been made to their request.
8.1.2. The support team may request further information or clarification of
the issue being reported and will expect the customer to respond in a
timely fashion to such requests. Each request and response will be recorded
with a date and time stamp.
8.1.3. All support requests are assigned a status to reflect the requests
current situation. Statuses are subject to change and are outlined as
220.127.116.11. Active - A support request that is in the queue to be resolved in
turn. A support request with a status of ‘active’ will always be live and
continue to be investigated to resolution.
18.104.22.168. Pending / Awaiting your Reply - If a support request requires
additional action by the customer, the status will be changed to pending to
indicate we are waiting for customer feedback. We will take no action on
any support request with this status. Support Requests that have had a
‘pending’ status for over 14 days may have their status changed to
22.214.171.124. Closed - A support request which has been responded to, and which
in the opinion of the support team is completed or has had a pending status
for more than 14 days, will be assigned a status of closed. If a ticket has
been closed you will need to raise a new ticket – but can reference the
original issue as a ticket number.
8.1.4. Behind the scenes, all support requests entered on the Comgem
Support Portal are managed in the Support Admin and where required input
into our internal development system (Devops).
8.1.5. Support requests may be assigned with additional status flags to
allow closer monitoring of any unresolved or reoccurring issues or to
initiate further actions as follows:
126.96.36.199. Defect (aka Bug) - The support request may have revealed an issue
that the support team have been able to replicate and which in their
opinion is a system bug. If the support team cannot provide a workaround to
resolve the issue immediately, they will endeavour to fix the bug at their
earliest opportunity and to provide either an immediate or scheduled fix as
part of our update procedures. The customer will be informed of any agreed
action and timescale.
188.8.131.52. Monitor - Some problems are ‘one-offs’ in other words they have
happened only once or twice and we need to keep an eye on them. Or it may
be that the issue reported cannot be replicated either by the customer or
by the support team on their in house systems. One-off issues are
exceedingly difficult and time-consuming to track, therefore we will not
carry out any investigative work until the problem reoccurs on a regular
basis, or until the customer can provide more information to enable
replication of the issue to be confirmed.
184.108.40.206. Testing - We may need to carry out testing to ascertain how more
complex issues may be identified, or to follow up on a bug fix to ensure
that this will not have any knock-on effects within other parts of the
220.127.116.11. Awaiting Release - Some problems may already have been solved and
applied to the latest release of our software indicating that an update to
your system would resolve the issue. Updates are normally carried out as
part of our standard release schedules. However, if the problem is major
and related to a known bug fix then we will schedule in an update as soon
18.104.22.168. Training - The support request may bring to light that the
customer requires additional training, in which case an online training
session will be suggested.
22.214.171.124. Wishlist - If the support request relates to a change in the
system, which in the opinion of the support team and development manager,
will require modifications to the system, then the customer will be
126.96.36.199.1. the opportunity to either pay for the work to be undertaken as a
188.8.131.52.2. or they can ask for the modification to be put on the Wish List.
The Wish List is evaluated on a regular basis and the most popular
modifications may be put into the development plan.
184.108.40.206.1. If the customer requests any new features, modules or reports to
be added to the system, or requires their feature / modification item to be
prioritised for action sooner than planned, they will be asked to define
their requirements in more detail. The support and development team will
then assess the development for its potential to be added to the system, a
Requirements Specification and Acceptance Criteria will be prepared to
ensure that the customer and the Provider development manager have a clear
understanding of the specific requirements and deliverables, as well as a
cost estimate for doing the work.
220.127.116.11.2. If the customer wishes to proceed with the development, they
will be sent an order form and invoice for payment. Once payment has been
received a project will be set up for the work and it will be scheduled
into the workload.
18.104.22.168.3. If necessary, for larger developments we may agree to produce a
project plan so that the customer can follow the development and progress
the agreed milestones and target dates.
22.214.171.124.4. All developments done in this way are subject to customer
126.96.36.199.5. Unless otherwise agreed all developments will be made available
to all customers as part of the core system and be provided as part of
their annual licence update.
188.8.131.52.6. New add-in module developments will be offered as optional
extras to the system and will need to be purchased according to the price
list current at the time.
9.1. All ‘active’, ‘standard’ requests will be dealt with in the order they
arrive at us. We operate a strict first come first serve resolution policy.
9.2. All timings will be benchmarked from the time of submission as per
their marked timestamp.
9.3. If a customer has several active support requests either the
Customer’s Support Administrator or a company director may contact the
support team to re-order or prioritize them as they see fit.
9.4. Any support requests that the Provider deem to be an urgent will be
flagged as such and be dealt with before any ‘active’, ‘normal’ request.
9.5. All support requests flagged with a different prioritisation will have
a status indicator visible to the customer noted against the request.
9.6. The prioritisation levels used are:
9.6.1. Low – a minor issue which does not materially affect the primary
function of the platform. For example a formatting issue or missing product
9.6.2. Normal – some business processes are affected – but a workaround is
available or the business can continue using the platform without
widespread impact. For example pricing for a single customer account is not
returning as expected.
9.6.3. High – major business processes are affected. The platform is not
functioning or unavailable to a number of users or presenting issues to all
users trying to access the platform. For example a single customer is
unable to place orders online.
9.6.4. Urgent – the platform is not functioning or unavailable. For example
platform is down and no customers can place orders online.
10.1. Support requests received through Comgem Support Portal are monitored
throughout the normal working day and triaged to the appropriate level of
10.2. The following definitions of support levels are provided for guidance
only, as each support request logged through Comgem Support Portal may
require subsequent escalation or de-escalation according to the information
received from the customer and/or the findings of the support team as the
support request is investigated and progressed.
Level 1 Support
10.2.1.1. All support requests have an initial level of one. Requests
resolved at this level typically include:
10.2.1.1.1. Basic questions regarding system or website functionality.
10.2.1.1.2. Typical software and web issues.
10.2.1.1.3. Requests for training.
10.2.1.1.4. Planned release dates.
10.2.1.1.5. We would endeavour to respond to, complete or escalate level
one support requests within four working hours.
Level 2 Support
10.2.2.1. Support Requests will be either designated directly to this level
or escalated from level one if they are unable to be resolved by the
initial support team. Level two support requests may require one of our
development team members to be assigned. Requests resolved at this level
10.2.2.1.1. Detailed queries relating to system functionality.
10.2.2.1.2. Undertaking of scheduled training sessions. (By prior
10.2.2.1.3. Unusual or complex software or web issues. If the support
request relates to an unusual circumstance, the customer will be expected
to provide details and screenshots to illustrate their actions, so that a
developer can replicate what they are reporting and provide an appropriate
solution. If the reported issue can be replicated and a fix provided, the
developer will inform the customer once this work has been done and the
support request will be completed.
10.2.2.2. We would endeavour to respond to level two support requests
within eight working hours.
10.2.2.3. We would endeavour to provide a solution or an agreed course of
action within thirty-six working hours.
11. Customer Duties and Responsibilities
11.1. Access to Personnel and Facilities
11.1.1. As a requirement of the Provider providing support, each client
must allow remote access to their server or computer hosting our software
and to any computers using our software that requires any online training
or support. The Provider cannot guarantee support for any computer where
access is unavailable.
11.1.2. Remote access is preferred by Microsoft’s ‘Remote Desktop’. However
AnyDesk or other third-party software may be used if prior arrangement,
access and setup have already taken place.
11.1.3. The Provider reserve the right to refuse the use of any third-party
software not mentioned above.
11.2.1. As part of the purchase of our platform, each customer is allotted
a set number of online training sessions.
11.2.2. At least one member of personnel will be designated as the
superuser and trained in all aspects of the system including the
11.2.3. In addition to training, each customer will appoint a Comgem
Support Administrator and will be provided with access to online manuals
and training media on the Comgem customer support portal.
11.2.4. It is the customer’s responsibility for additional personnel to
either request training or asks their superuser prior to submitting support
requests that can be answered by one of the mediums mentioned above.
11.2.5. In order to maintain the integrity of the client’s data, the client
will ensure that all personnel who work on their live system are adequately
qualified and have received suitable training.
11.2.6. Additional training required will be subject to charges. Any
charges will be declared in advance.
11.3. Supply of Information
11.3.1. The client is asked not to submit support requests for information
that is already available to them.
11.3.2. Prior to submitting a support request, the following actions must
184.108.40.206. Ask your superuser. This person knows the system well and will
most likely be able to resolve common misunderstandings with the operation
of the software.
220.127.116.11. Check the Comgem Support Guides Manuals, FAQ’s and training
videos. More often than not you can get a quick answer to your question in
the documentation already available.
18.104.22.168. Double-check your options and settings, if you cannot access your
system then check your network connection first.
11.3.3. When submitting support requests customers should enter a title
that accurately describes the problem or question. A clear and concise
title will allow us to efficiently assign the request to the correct
personnel and allow them to resolve the issue more quickly. Titles such as
‘Please help me’ or ‘It doesn’t work’ are unhelpful and will be assigned a
low priority which may result in a delay when dealing with the request.
11.3.4. A clear and concise description is essential to a quick response.
Information such as login details, what you were doing before the issue
occurred, what was clicked and any screenshots of the actual issue being
reported always helps. If we require additional details they will be
requested, no action will be taken until we hold all the information
11.3.5. Customers should be aware that we cannot always give you a clear
answer as to why the software or your system may have behaved the way it
has, or how the issue may have been caused. The issue may be the result of
a wide range of factors, including user actions.
11.4. Courteous and Respectful Behaviour
11.4.1. Please be polite and courteous and appreciate that we want to work
with you to resolve any and all issues.
11.4.2. The provider operates a
Zero Tolerance policy to
any kind of abuse to its staff. This includes the excessive use of any bold
capital letters, multiple question marks or red formatting of text in
emails or any other form of abusive slang, sarcasm or language, this may be
deemed to be an abuse and we may refuse to respond to any such support
If during any phone conversations the client or their staff use raised
voices or become verbally abusive or use insulting or derogatory language,
then the providers’ staff will notify the person being talked to, that the
conversation will be terminated until such time as the clients’ staff are
prepared to continue in a reasonable and constructive manner. They will
terminate all such conversations or report any such abuses they receive to
the provider’s directors who will then escalate the incident to the
client’s directors for discussion and resolution.
Data Processing Information)
Categories of data subject
1.1. Personal Data
1.2. Business Data
1.3. Transactional Data
1.4. Sensitive Data
Types of Personal Data
2.2. Preferred Name,
2.4. Job Title,
2.6. Date of Birth,
2.8. Company Name,
2.9. Company Size,
2.10. Company Reg Number,
2.11. Company VAT Number,
2.12. Payment Terms,
2.13. Quotation Requests,
2.15. Sales Orders,
2.17. Business Address,
2.18. Home Address (if entered)
2.19. Product Usage
Types of Business Data
3.1. Employee Details
3.2. Business Addresses
3.3. Billing Addresses
3.4. Payment Terms
3.5. Business Structure
3.6. Business Pricing
3.8. Sales Invoices
3.10. Transactional History
3.11. Sales History
3.12. Product Usage
4. Transactional Data:
4.1. Sales Orders
4.2. Sales Returns
4.3. Sales Invoices
4.4. Sales Credits
4.5. Purchase Orders
4.6. Purchase Returns
4.7. Purchase Invoices
4.8. Purchase Credits
5. Sensitive Data:
5.1. Data of Birth of Data Subjects
5.2. Gender for Data Subjects
5.3. Credit limits
5.4. Account on hold data
5.5. Historical spend data
5.6. Bank Details (customer only – for display on invoices only)
Help to Grow
This Schedule is supplemental to the Agreement and will apply to
customers who have purchased a subscription for the Services via
the Help to Grow Scheme, as defined below.
1.1 In this Schedule, the following words shall have the the following meanings:
the Secretary for State for Business, Energy and
Software which has been approved by BEIS as meeting the
Eligibility Criteria, more specifically
Comgem Standard, Comgem Plus and Comgem Professional
Help to Grow Scheme and
the Scheme offering you a Grant Token worth up to
£5,000 to cover up to half the cost of the Services.
the initial term for the Eligible Software Product to
which the Grant Token relates which shall be unless
otherwise specified a period of 12 months (excluding
any free trial period but including any discount
the grant token issued to you by the Scheme
Administrator by way of the offer of a particular
amount of grant funding for the purchase of Eligible
the date of expiry specified by BEIS or the Scheme
Administrator or stated on the Token.
being registered by the Scheme Administrator and being
permitted to participate in the Help to Grow Scheme.
the contractor appointed by BEIS to administer the
Scheme from time to time and notified to us and you by
SME Terms and Conditions
the relevant terms and conditions which apply to you
under the Help to Grow Scheme from time to time.
any of the following: (i) a breach of this
Agreement and/or SME Terms and Conditions by you; (iii)
any fraud by you; (iv) a failure on your part, within
the specified period on the Grant Token after the Grant
Token has become redeemable, to take the steps you need
to take under the SME Terms and Conditions in order to
redeem the Grant Token.
2 Grant Token
2.1 If at any time prior to delivery of the Eligible Software Product,
we cease to be Registered or the Eligible Software Product ceases to be
eligible, you will have a right to cancel the Agreement on a no
liability basis (such that you are not required to make any payment to
the us in respect of the relevant Eligible Software Product) and we
will provide for the return of any deposit or part payment made by you
to us in respect of the Eligible Software Product.
2.2 You are not required to redeem your Grant Token unless and until,
prior to the relevant Grant Token Expiry Date, the Grant Token has
become redeemable in accordance with the Help to Grow Scheme.
2.3 If we accept any Grant Token which has expired before its
redemption or has otherwise been cancelled and/or in respect of which
payment of any grant funding in connection with the Grant Token is
withheld , in each case for any reason other than due to Your Default
(as defined in the following paragraph), the risk of that expiry,
cancellation, withholding or clawback is to be borne by us alone and
you will not be required to make any additional payment to us in
respect of the resulting shortfall in what we will have been paid for
the Eligible Software Product.
2.4 Except where Your Default has caused your Grant Token to be
cancelled and/or payment of the grant funding covered by that Grant
Token to be rescinded, you will not be required to make any payment to
us (whether before or after delivery of Eligible Software Products) in
respect of the relevant costs covered by the value of the Grant Token
which were, or were due to be, covered by the relevant grant funding.
2.5 You will be entitled to funding for the Eligible Software Product
for the Initial Period. Without prejudice to Clause 2 of this
Agreement, we reserve the right to recover any sums paid to us by BEIS
from you in connection with the Grant Token for any Eligible Software
Product which is recovered from us by BEIS as a result of your
cancellation of this Agreement during the Initial Period.
2.6 The Grant Token will not cover VAT and you will be liable for payment
of VAT on the full value of the Eligible Software Product.
3.1 The following exclusions will apply under the Scheme.
3.1.1 The Grant Token will only apply to the Eligible Software Product and
not to any other ineligible products being procured from us at the same
time as the Eligible Software Product.
3.1.2 The Grant Token cannot be redeemed against products developed by
partners or independent solution vendors intended to work with the Services
and sold as integrated components or via an app store or marketplace.
3.1.3 The Grant Token cannot be redeemed against multiple Eligible Software
3.2 The Grant Token will not cover:
3.2.1 Any implementation (custom development, design, assisted onboarding)
services, any separate one-off payments; transaction costs, professional
services beyond what it is included in the Agreement as standard, or
3.2.2 Any support and maintenance beyond what is included in the Agreement
as standard, training beyond what it is included in the Agreement as
standard, or application management services provided by us or a
third-party to support system administration and overall operational
support and management of the product.
3.2.3 Any Upgrades, extensions to the standard capacity limitations,
back-up and recovery tools or services related to customer data management
if the back-up and recovery services by us would be providing as part of
delivering their cloud-based service does not include customer data, or
business continuity or disaster recovery solutions.
4 Free trials
Any free trial period granted to you by us will not count towards the
Initial Period. Any product which is eligible for a free trial period must
be selected via the Help to Grow: Digital Platform, in order for the Grant
Token to be processed in accordance with this Agreement and any relevant Terms and Conditions.
We are permitted to share all information we have obtained from you with
BEIS (and/or the Scheme Administrator) where necessary for the purposes of
administering the Scheme and/or to report on any fraudulent activity. BEIS
and the Scheme Administrator undertake to use and process your information
provided by us in accordance with its obligations under the Data Protection
Legislation and/or its privacy notice.