Additional Terms - Software Subscription, SaaS or Term Products
Use of Subscription, SaaS or Term Products and Services supplied by Data Phase to you, the Customer ("You", "Customer") signifies your acceptance of these Additional Terms:
1. Use of Subscription, SaaS or Term Product(s) and Service(s).
Access and use of Product(s) and Service(s) is subject to manufacturer's specifications, warranties and end user license terms, generally available on the relevant manufacturer’ web site or as provided with an Order. Customer shall at no time share, outsource or transfer Product(s) and/or Service(s) to any third party without Data Phase's written consent.
2. Support and Warranty.
Data Phase assigns to Customer any end user warranties provided by the relevant manufacturer. Customer assigns to Data Phase the right to claim under that manufacturer’s warranty. Data Phase does not warrant that Products are error free or will not fail in operation. Support is provided to Customer’s nominated support representatives and administrators.
Use and access of Subscription, SaaS or Term Product(s) and Service(s) is available during a fixed time period (Term). Unless extended under Clause 4 below, Term will commence at the Service Start Date and complete at the Service End Date as specified on the relevant Order.
4. Agreed Extension of Term.
30 days prior to the end of each relevant Order, unless prior notice has been given by either party under Clause 6 below, Customer is deemed to agree to an extension of Term of this Order on the same terms.
5. Licensed Capacity.
Customer may authorize no more than the number of units specified on the Order. In addition, the number of units purchased may not decrease during the Term. If the actual usage of Products exceeds Licensed Capacity, additional capacity must be added during the then-current Term at the agreed pricing as the pre-existing units; and added capacity shall terminate on the same date as the then-current Term.
6. Cancellation of Order for Subscription or Term Product(s) and Service(s)
An Order for Subscription, SaaS or Term Product(s) and Service(s) can be cancelled by giving at least 30 days' written notice. If the Order is cancelled by Data Phase, Customer will be provided with a refund on a pro-rata basis. Data Phase reserves the right to immediately cancel Service where the Product manufacturer generally discontinues such services to all Customers. Customer can cancel the Order with effect from the next Extension of the Order only. Customer will not be entitled to any refund for any unused license capacity or cancelled Order.
Customer shall pay the Total fees set forth in a relevant Order ("Fees") to Data Phase in accordance with the terms and conditions of the Order. All fees for Subscription, SaaS or Term Product(s) and Service(s) orders are: (i) based on Licensed Capacity acquired and not actual usage; and (ii) unless otherwise agreed in writing, due and payable by Customer to Data Phase on the Order Service Start Date. Any disputes related to the Fees or invoicing shall be handled directly between Customer and Data Phase.
orders are: (i) based on Licensed Capacity acquired and not actual usage; and (ii) unless otherwise agreed in writing, due and payable by Customer to Data Phase on the Order Service Start Date. Any disputes related to the Fees or invoicing shall be handled directly between Customer and Data Phase.
Data Phase will invoice Customer for this Order as set out in the Product(s) and Service(s) annually in advance. Invoices must be paid in full within 30 days unless otherwise agreed. Failure to pay an account by the due date entitles Supplier to suspend delivery of Services, refuse further orders; and cancel any existing contract for supply of Product(s) and/or Service(s) without further notice.
The Order shall be considered delivered to Customer on the date Data Phase emails to Customer the delivery confirmation containing that may include unique codes to allow a customer authorized representative to electronically access ordered Product(s) and Service(s).
10. Disclaimer of all Warranties.
Data Phase makes no express or implied warranties with respect to Product(s) and Services, including the results of any Support recommendations, performance of any hardware or software used in connection or for accessing Service(s) and/or conducting Support.
11. Limitation of Liability.
Data Phase (i) does not accept liability in relation to this Order beyond the remedies set forth herein, including any liability for Product(s) and or Service(s) not being fit for purpose, available for use; for lost or corrupted data or software, and for the provision of Support; and (ii) will not be liable for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages by Customer, or for any claim by any third party. To the extent permissible by law, Customer agrees that all liability of Data Phase in connection with or arising out of an Order, as varied from time to time, is limited to the amount of Fees that were actually paid by Customer for that Order in the last 12 (twelve) months prior to the event giving rise to the liability.
12. Right to Access and Audit.
Data Phase may access Products provided to Customer to perform an audit of actual capacity usage and compliance with a relevant Order. This audit may be conducted by giving at least 30 days' written notice; or at any time, in the event of (i) operational or configuration problem that poses a serious threat to Customer’s business; or (ii) Data Phase reasonably believes that an audit is necessary to address a material breach of Terms of this Order; or (iii) audit is required by Data Phase' governmental or regulatory authorities on a basis of investigations of claims of misappropriation of a potentially criminal nature.
Data Phase may vary terms of any Order, including Product(s) and Service(s) fees by giving Customer more than 30 days written notice. However, the new fees will be in effect from the Order Term extension.
Customer shall at all-times keep Data Phase informed of any known non-compliance or threatened non-compliance with the terms of a relevant Order. Additional or conflicting terms of Customer's purchase order, if any, are rejected. Customer agrees that Data Phase may include Customer's name or logo in its marketing material indicating to the public that Customer is using Data Phase' Product(s) and/or Service(s). Data Phase will not disclose any other context to public without obtaining Customer's prior consent to the use of additional information and such consent will not be unreasonably withheld by Customer.