By clicking the Accept button or otherwise accepting this Agreement through an ordering document or official Commercial Proposal document that incorporates a web link to this Terms page, You agree to follow and be bound by the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of this agreement and, in such event, as used in this Agreement shall refer to such entity, if You do not have such authority, or if You do not agree if You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of this agreement and, in such event, You and Your as used in this Agreement to all the terms and conditions in this Agreement.]

  1. DEFINITIONS

    As used in this Agreement, the following capitalized terms have the meanings given below:

    Affiliate means any entity, whether incorporated or not, that is an affiliated entity of a party.

    Authorised User means those employees, contractors, and end users, as applicable, authorized by You or on Your behalf to use the SGE Services in accordance with this Agreement and Your Order.

    Confidential Information has the meaning set forth in Clause 9.

    Content means all text, files, images, graphics, illustrations, information, data (including Personal Information and material in any format), provided by You or Your Users that reside in, or run on or through, the SGE Services.

    Data Privacy Laws means all applicable data protection and privacy laws that apply under this Agreement.

    Documentation has the meaning set forth in the relevant Order, if applicable.

    Effective Date means the date first written above.

    Fees means the fees payable in accordance with the relevant Order.

    Personal Information means any information concerning the personal or material circumstances of an identified or identifiable individual (the data subject).

    Proposal means this Commercial Proposal document provided to You by SGE.

    Professional Services means, collectively, the consulting and other professional services such as design, hosting and maintenance which You have ordered and includes any deliverables described in Your Order and delivered by SGE to You under the Order. The term Professional Services does not include SGE Services.

    SGE Services means, collectively, the SGE cloud services (e.g. software as a service offerings and related SGE Software) listed in Your Order and defined in the SGE Specifications.

    SGE Specifications means the descriptions set out in the Proposal, that are applicable to the SGE Services under Your order, including any Documentation, SGE policies (e.g., support and security policies), and other descriptions referenced or incorporated in such descriptions.

    SGE Software means the software products owned or licensed by SGE to which SGE grants You access as part of the SGE Services, including any Updates provided as part of the SGE Services.

    Services means collectively the SGE Services and the Professional Services.

    Transaction Output means all data, text, audio, video, images or other content that is produced by the Services.

    Updates means updates, enhancements, derivatives, improvements and translations to the SGE Service including new SGE Service features and correction of errors in the SGE Service.

  2. ORDER

    2.1 The terms and conditions of this Agreement shall fully extend and be applicable to each Order that is mutually agreed in writing and shall be binding between the Parties.

    2.2 For each Order, the Parties may mutually agree to add new features, elements or products to an existing Service. SGE may also from time to time render Services or make new Services available to You.

  3. SUPPLY OF SERVICES

    3.1 SGE shall provide certain Services to You as described herein and as set forth in the relevant mutually agreed Order, beginning on the respective Order Effective Date and continuing through the agreed term of the Order. The Services to be delivered to You may be amended through mutual written agreement by SGE and You from time to time during the term of the Order. Services may be provided by SGE, SGE Affiliates, or third parties under contract to SGE.

    3.2 SGE may issue Updates to the SGE Services from time to time according to its development schedule, for which it maintains exclusive control. SGE is under no obligation under this Agreement to provide any Updates to the SGE Services.

    3.3 SGE may use Transaction Output and information regarding Authorised Users for SGE’s business purposes, which include, but are not limited to, the provision of and improvement and enhancement of the SGE Services and SGE’s SGE Services.

  4. ACCESS AND USE GRANT; RESTRICTIONS

    4.1 Subject to payment in full of the Fees as set out in this Agreement and the relevant Order, SGE hereby grants to You a limited, non-transferable, non-exclusive right to access and use the SGE Services during the term detailed in the relevant Order solely for Your [own internal business purposes] subject to the terms of this Agreement and the relevant Order.

    4.2 All rights not expressly granted to You are reserved to SGE and its licensors.

    4.3 You may not use the SGE Services outside the scope set out in this Agreement and the relevant Order without the prior written consent of SGE (which may be withheld at SGE’s sole discretion). Any consent given by SGE to amend the scope of Your rights hereunder may be dependent on payment of additional fees by You. You shall not:

    4.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the SGE Services or access to the SGE Services in any way;

    4.3.2 modify, alter, tamper with or make derivative works based upon the SGE Services;

    4.3.3 create Internet links to the SGE Services or frame or mirror the SGE Services on any other server or wireless or Internet-based device;

    4.3.4 except to the extent that applicable law specifically prohibits such restrictions, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the SGE Services or access the SGE Services in order to: (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the SGE Services; or (iii) copy any ideas, features, functions or graphics of the SGE Services;

    4.3.5 access or use the SGE Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

    4.3.6 use the SGE Services for timesharing, outsourcing, utility or service bureau purposes or otherwise for the benefit of a third party; or

    4.3.7 copy or reproduce all or any part of the SGE Services except as expressly permitted in this Agreement.

  5. CUSTOMER OBLIGATIONS

    5.1 You are responsible for obtaining and maintaining all hardware, software and communications equipment necessary to access and use the SGE Services and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the SGE Services.

    5.2 You acknowledge that You have been advised of and can comply with all minimum hardware, software, and communications requirements applicable to the Service.

    5.3 You shall be solely responsible for Your actions and the actions of Authorised Users while using the SGE Services and for the contents of its transmissions through the SGE Services (including, without limitation, Your Content). You shall ensure that all Authorised Users comply with Your obligations under this Agreement. You agree:

    5.3.1 to abide by all laws applicable to Your use of the SGE Services, including, without limitation, all laws regarding the transmission of technical or personal data or software exported to or from the United States;

    5.3.2 not to upload or distribute files that contain viruses, malicious files or other harmful code or any other similar software or programs that may access or damage the operation of the SGE Services or another’s computer;

    5.3.3 not to interfere with or disrupt the SGE Services, the data contained in the SGE Services or networks connected to the SGE Services;

    5.3.4 to comply with all regulations, policies and procedures of networks connected to the SGE Services;

    5.3.5 not to attempt to gain unauthorized access to the SGE Services or its related systems or networks; and

    5.3.6 to notify SGE immediately of any unauthorized use of any password or account or any other known or suspected breach of security.

    5.4 You are responsible for maintaining control over, and the confidentiality of, all Authorised User IDs, usernames, passwords, and other access credentials for the Service provided by SGE. You are responsible for all use of the SGE Services by those who have access to the SGE Services through You (directly or indirectly), except to the extent that unauthorized use of the Service credentials is caused by SGE failing to comply with the security requirements of this Agreement.

    5.5 You, Your Affiliates, and Authorised Users shall at all times comply with SGE’s acceptable use policy as modified from time to time (AUP).

    5.6 In the event of a violation of the AUP (a Service Misuse) by You, its Affiliates or any Authorised User, SGE may suspend access to the affected SGE Services if reasonably deemed necessary by SGE, acting in good faith, in order to stop or minimize the effects to SGE or other clients of a Service Misuse. When commercially practicable, SGE will provide prior written notice to You and an opportunity to cure the Service Misuse within a reasonable time period, and where not commercially practicable, SGE will give prompt written notice following such suspension to You.

    5.7 You are responsible for taking steps to maintain appropriate security, protection and back-up of You Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving of Your Content. For the avoidance of doubt, regardless of whether SGE stores any of Your Content within the SGE Services, You will remain solely responsible for its statutory obligations of record retention.

  6. FEES

    6.1 All fees payable to SGE are due within 30 days from the invoice date. You will pay any sales, value-added or other similar taxes imposed by applicable law that SGE must pay based on the Services You ordered.

    6.2 Once placed, Your Order is non-cancellable and the sums paid non-refundable, except as provided in this Agreement or Your Order.

    6.3 You will reimburse SGE for reasonable expenses related to providing any Professional Services. Fees for Services listed in an Order are exclusive of taxes and expenses.

    6.4 You understand that You may receive multiple invoices for the Services You ordered. Invoices will be submitted to your designated contact as listed in the Order.

  7. SUPPORT

    7.1 SGE shall be responsible for providing support to You with regard to the SGE Services as described in the Order. You shall appoint in writing an employee or agent of such party to act as the Designated Contact for all communication between the parties related to the SGE Services. Either Party may change its Designated Contact upon written notice to the other Party.

  8. PROPRIETARY RIGHTS

    8.1 All right, title, and interest, including all intellectual property rights in the SGE Services and any associated hardware and software of SGE or its licensors, and any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed by SGE or its licensors during the course of performance of this Agreement (including, without limitation, customization and intellectual property originally developed by SGE for You) shall remain the property of SGE or its licensors.

    8.2 All deliverables as defined in any Order attached to this Agreement, including scorecards and other documentation generated during the course of the rendition of Services by SGE shall belong to SGE.

    8.3 All pre-existing and developed proprietary methodologies, tools, models, software, procedures, documentation, know-how and processes owned by SGE shall remain the property of SGE.

    8.4 You shall not: (i) disassemble, reverse engineer, decompile, or otherwise attempt to derive source code from the SGE Software or Documentation or otherwise modify, adapt, create derivative works based upon, or translate the SGE Services or SGE Software or documentation owned and/or provided by SGE; or (ii) copy, install or use SGE Services, Transaction, SGE Software or Documentation on any of its computer systems, servers, or networks.

    8.5 SGE shall use commercially reasonable efforts to monitor and protect against unauthorized access to Content while on or within the SGE Software. You acknowledge, however, that the portion of the SGE Software through which Content will pass and the servers on which Content will be stored will not be segregated or in a separate physical location from servers on which other customers content is or will be transmitted or stored.

  9. CONFIDENTIAL INFORMATION

    9.1 By virtue of this Agreement, the parties may have access to information that is confidential to one another (Confidential Information). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content residing in the SGE Services, and all information clearly identified as confidential at the time of disclosure.

    9.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

    9.3 We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party.

    9.4 We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement.

    9.5 Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity or competent authority as required by law.

    9.6 We each agree for three (3) years following the disclosure of such Confidential Information, each party will refrain from disclosing any Confidential Information to any third party (except as expressly provided in Clause 9.2 and 9.4 above).

  10. TERMINATION

    10.1 This Agreement may be terminated as follows:

    10.1.1 If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day period.

    10.1.2 If You become insolvent or make an assignment for the benefit of its creditors.

  11. LIABILITY

    11.1 In no event shall SGE’s liability arising out of or related to this agreement exceed the sum of fees paid by You during the one year period immediately preceding the date the applicable cause of action arose.

    11.2 In no event shall either party have any liability to the other for any lost profits, loss of data, business interruption, or costs of procurement of substitute goods or services, or for any indirect, special, incidental or consequential damages however caused and under any theory of liability (including negligence) and whether or not such party has been advised of the possibility of such damages.

    11.3 Neither party limits nor excludes liability for heads of loss, which cannot be excluded or limited in accordance with applicable law.

  12. PERSONAL INFORMATION PROTECTION AND CUSTOMER DATA

    12.1 You will comply with all applicable Data Privacy Laws, including all Data Privacy Laws that govern Your provision of Personal Information to SGE so that SGE may process the Personal Information as contemplated by the respective Order and this Agreement.

    12.2 You shall be solely responsible for determining compliance with Data Privacy Laws and SGE shall not be required to monitor or advise on the Data Privacy Laws.

    12.3 SGE will comply with all obligations under the Data Privacy Laws that are applicable to SGE in its provision of the SGE Services as a data processor.

    12.4 SGE may use and reproduce You Content at the direction of You (such direction taking the form of the terms of this Agreement and the relevant Order). You will secure for SGE the right to use and reproduce You Content, without creating any obligations for SGE beyond those set forth in this Agreement and the respective Order.

    12.5 SGE may use usage patterns, trends, and other statistical data derived from use of the SGE Services for the purposes of providing, operating, maintaining, or improving the SGE Services and any SGE products and services used to deliver the SGE Services.

    12.6 SGE has established and maintains a data security policy applicable to the SGE Services and will make this available to You along with any other information reasonably requested regarding SGE’s security practices and policies.

    12.7 SGE cannot and does not guarantee and could not be held liable with regard to the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet. SGE is not responsible for back up of any Your Content unless this is provided as an explicit part of a relevant Order.

  13. GENERAL PROVISIONS

    Assignment

    13.1 Except as set forth below, neither Party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other Party;

    13.2 SGE reserves the right to assign this Agreement to any of its subsidiaries or affiliated companies.

    13.3 Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    Survival

    13.4 Any defined terms, and any payment obligations incurred prior to the expiration or termination of this Agreement and Clause 9 (Confidential Information) and Clause 12 (Personal Information Protection and Customer Data) shall survive the termination or expiration of this Agreement for any reason.

    Waiver and Amendment

    13.5 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

    Notices

    13.6 All notices, demands or consents required or permitted under this Agreement shall be delivered via email to the addresses set forth on the signature page(s) below. Notice shall be considered delivered and effective on the day following transmission.

    Relationship of Parties

    13.7 This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between the parties for any purpose

    Governing Laws and Jurisdiction

    13.8 This Agreement will be governed by, construed, and enforced in accordance with the laws of England and Wales.

    13.9 Each Party agrees that any dispute, difference, controversy or claim arising out of or in connection with this agreement, may be referred to, and finally resolved by arbitration under, the DIFC-LCIA Rules (Rules).