Schedule 5 — Cloud Applications & Software Services

Schedule 5 – Cloud Applications & Software Services

(to be read in conjunction with the Master Terms and Conditions)

1. Definitions

1.1 Terms defined in the Master Terms shall have the same meaning in this Schedule.

1.2 In addition:

“Acceptable Use Policy” – the usage restrictions, rules and guidelines issued by the SaaS Vendor or technologE, as updated from time to time.

“Anniversary Date” – any vendor-specific renewal or anniversary date applicable to the Resold SaaS.

“Audit” – any inspection, verification or reporting exercise undertaken by the SaaS Vendor or technologE to confirm compliance with Licence terms, including usage volumes, user counts or geographic restrictions.

“BaaS” – Backup as a Service, being cloud-based data backup, storage and restore services delivered via a third-party provider such as Microsoft Azure or another approved data centre operator.

“Backup Capacity” – the maximum storage volume or data protection scope included in the Charges for the applicable BaaS product as identified in the Order Form.

“Backup Data” – the Customer Data selected for backup under the applicable Order Form.

“Business Hours” – 09:00–17:30 UK time, Monday to Friday, excluding bank/public holidays in England & Wales.

“Customer Data” – all data, information or content uploaded by the Customer or its Users into the Resold SaaS or BaaS.

“Domain Hosting Services” – the registration, renewal, hosting and management of internet domain names and associated DNS services supplied via a third-party registrar or hosting provider.

“EULA” – the SaaS Vendor’s end-user licence agreement or equivalent licence terms governing use of the Resold SaaS (including, where applicable, any required customer agreement such as the Microsoft Customer Agreement).

“Export Control Laws” – all applicable export, re-export, sanctions and trade compliance laws (including UK, EU and US regimes).

“First-Line Support” – initial support provided by technologE to log, triage and, where possible, resolve standard incidents or service requests. First-Line Support excludes in-depth troubleshooting, configuration, change requests or vendor escalation, which may be chargeable unless otherwise stated in the Order Form.

“Incident” – any suspected or actual Virus, Vulnerability, security breach or unauthorised access which may affect the Resold SaaS, Customer Data, or the Supplier’s or Vendor’s systems.

“Licence” – the right to use Resold SaaS under an Order Form.

“Licence Term” – the subscription period for which a Licence is purchased, as set out in the Order Form.

“Overage Charges” – additional fees payable where usage exceeds the scope of the Licence or Backup Capacity.

“Promotional Credits” – any credits, rebates, incentives or similar benefits issued by a SaaS Vendor in relation to the Resold SaaS.

“Redemption Fees” – the fees charged by a Registrar or Registry to recover an expired domain during the grace/redemption period.

“Registrar/Registry Rules” – the applicable rules, policies and procedures of the relevant domain registry and registrar (including Nominet, ICANN or their appointed agents).

“Registrar” – the accredited domain registrar or registry through which the Domain Hosting Services are provided.

“Resold SaaS” – any third-party software-as-a-service product or licence resold by technologE under this Schedule.

“RPO” – Recovery Point Objective, being the maximum targeted period in which data may be lost.

“RTO” – Recovery Time Objective, being the targeted time to restore data or services following a failure.

“SaaS Vendor” – the underlying provider or licensor of the Resold SaaS.

“Storage Region” – the geographical region designated by the underlying provider for storage of Backup Data.

“Support Services” – any first-line or ancillary support provided by technologE in respect of the Resold SaaS, as expressly stated in the Order Form.

“User” – any individual authorised by the Customer to access or use Resold SaaS under a Licence.

“Vendor DPA” – any data processing/addendum issued by the SaaS Vendor governing processing of personal data for the Resold SaaS.

“Vendor Terms” – the EULA, Acceptable Use Policy, service descriptions, support terms, Vendor DPA and any other contractual conditions imposed by the SaaS Vendor in relation to the Resold SaaS.

“Virus” – any code, file, program or device which may impair, prevent or adversely affect the operation of computer software, hardware, networks or services.

“Vulnerability” – a weakness in software, hardware or systems that may be exploited to compromise confidentiality, integrity or availability.

2. Contract Formation

2.1 Each Order Form incorporating this Schedule constitutes a binding contract for the supply of Cloud Applications, BaaS and/or Domain Hosting Services.

2.2 If there is any conflict between this Schedule and the Order Form, the Order Form prevails.

2.3 The Customer acknowledges and agrees that:

(a) technologE acts as a reseller/agent and is not the licensor or registrar;

(b) the Customer and its Users must accept and comply with all Vendor Terms and Registrar/Registry Rules as a condition of access;

(c) if there is a conflict between this Schedule and Vendor Terms/Registrar Rules, those third-party terms prevail for use of the Service.

2.4 The Customer shall ensure that any EULA acceptance by its Users is captured and, upon request, provide evidence of such acceptance to technologE or the SaaS Vendor.

3. Commencement and Term

3.1 Cloud Applications (SaaS): The Licence Term commences on the Service Effective Date in the Order Form. Unless otherwise stated, each Licence auto-renews on the same cycle unless terminated in accordance with the Agreement.

3.2 BaaS/Domain Hosting: The Minimum Term is as set out in the Order Form. On expiry, Services continue on a rolling thirty (30) days’ basis unless otherwise stated.

3.3 Additional Licences or capacity upgrades may be ordered at any time. Unless expressly co-terminous, each additional Licence/Service is subject to a minimum of twelve (12) months.

4. Charges and Payment

4.1 Charges are as set out in the Order Form and/or Price List.

4.2 SaaS Licence Charges are payable for the full Licence Term and are non-cancellable and non-refundable except as expressly provided in the Agreement or Vendor Terms.

4.3 BaaS Charges are based on Backup Capacity, retention, backup frequency, protected workloads and restore requests. If usage exceeds capacity, technologE may:

(a) uplift to the next product tier and charge the corresponding recurring Charges; or

(b) apply Overage Charges.

4.4 Domain Hosting Charges include registration, renewal, transfer, redemption and DNS management fees as set out in the Order Form.

4.5 Where provisioned part-way through a billing period, Charges may be prorated or billed in full per the Vendor/Registrar rules.

4.6 Seat reductions (SaaS) may only be made at renewal or within vendor-allowed windows.

4.7 technologE shall pass through to the Customer any service credits it is required to pass through under Vendor Terms. Promotional Credits, rebates and incentives otherwise belong to technologE.

5. Provision of Services

5A – Cloud Applications (SaaS)

5A.1 Provisioned in accordance with the Order Form. Availability/performance is subject to the SaaS Vendor’s platform and SLA.

5A.2 Disclaimer: Resold SaaS is provided on an “as-is” basis. technologE gives no additional warranty.

5A.3 Support Services are First-Line Support only unless otherwise stated. Additional work is chargeable.

5B – Backup as a Service (BaaS)

5B.1 Provisioned via third-party cloud or data centre providers.

5B.2 No RPO or RTO is guaranteed unless expressly stated. Otherwise: last successful backup = RPO; restores = reasonable endeavours during Business Hours.

5B.3 Backup Data is encrypted in transit and at rest. The Storage Region shall be as designated by the underlying provider.

5B.4 Restores: reasonable requests actioned; large/complex restores may be separately chargeable.

5B.5 On termination or expiry, Backup Data retained up to thirty (30) days then securely deleted unless law requires longer retention.

5C – Domain Hosting Services

5C.1 technologE acts as the Customer’s agent with Registrars.

5C.2 Domains are subject to Registrar/Registry Rules which prevail in case of conflict.

5C.3 technologE does not warrant that a domain will be available or remain free from challenge.

5C.4 Unless terminated, domains auto-renew for a Renewal Term in accordance with Registrar Rules or the Order Form. Redemption Fees may apply.

5C.5 Registrars/Registries may suspend, cancel or transfer a domain in accordance with applicable law or procedures.

5C.6 Outbound transfers require all sums paid and compliance with Registrar Rules. Authorisation codes provided subject to security verification.

6. Intellectual Property & Data Ownership

6.1 All intellectual property rights in Resold SaaS remain with the SaaS Vendor.

6.2 The Customer retains ownership of its Customer Data. technologE and the Vendor/Registrar have a limited licence to use such data solely for service provision.

6.3 The Customer shall not use the SaaS Vendor’s or technologE’s trade marks, names or branding except as authorised.

7. Customer Obligations

The Customer shall:

(a) ensure Users accept and comply with Vendor Terms and Registrar Rules;

(b) safeguard login credentials and prevent unauthorised access;

(d) not store unlawful or infringing content in Backup Data or domains;

(e) promptly notify technologE of Incidents, RPO/RTO or retention requirements;

(f) provide accurate and up-to-date domain registration details;

(g) cooperate with any Vendor/Registrar Audit; and

(h) comply with Export Control Laws and geographic restrictions.

8. Suspension

technologE may suspend access:

(a) where required by the SaaS Vendor or Registrar;

(b) for breach, misuse or non-payment;

(d) under clause 14 of the Master Terms.

Charges continue to accrue during suspension.

9. Termination

9.1 Termination rights are governed by clause 16 of the Master Terms.

9.2 SaaS subscriptions are non-cancellable once purchased, save where permitted by Vendor Terms.

9.3 On termination or expiry:

(a) SaaS – On termination or expiry, the Customer shall immediately cease all use of the Resold SaaS and shall be solely responsible for exporting or backing up its Customer Data prior to termination. The SaaS Vendor may delete Customer Data in accordance with its retention policy, and technologE shall have no liability for any loss of Customer Data not exported by the Customer.

(b) BaaS – Backup Data deleted in accordance with clause 5B.5; Customer must request any final restores beforehand.

(c) Domains – technologE not responsible for loss of any domain not renewed or transferred; transfers subject to Registrar Rules and fees.

10. Liability

10.1 Liability is governed by clause 13 of the Master Terms.

10.2 Specific remedies:

(a) SaaS – limited to remedies technologE itself is entitled to obtain from the SaaS Vendor.

(b) BaaS – sole remedy for loss of Backup Data caused by technologE’s breach = reasonable endeavours to restore from last successful backup.

11. Data Protection

11.1 Each party shall comply with UK GDPR and the Data Protection provisions of the Master Terms.

11.2 SaaS: the SaaS Vendor acts as controller/processor under its Vendor Terms and Vendor DPA.

11.3 Domain Hosting: registrant data may be shared with Registrars/Registries and WHOIS services as required by law or Registrar Rules.

12. Regulatory & Trade Compliance

12.1 Resold SaaS and BaaS are not subject to Ofcom regulation.

12.2 The Customer shall comply with Export Control Laws.

12.3 technologE may immediately suspend or terminate access if required to comply with sanctions or Registrar Rules.

13. Survival

Clauses relating to Customer Data, Intellectual Property, Charges and Payment, Liability, Data Protection, Vendor/Registrar Terms compliance, Audit, Branding, Export Control Laws and Survival survive termination or expiry.