Terms and Conditions – Window Retailers

(v2.0 – May 2020) (F-43083130)

 3.2.1. the Authorised User Quantity;

 3.2.2. the following uses: (i) to assist Authorised Sales Users to visually demonstrate Products to Customers and assist in the creation of Quotations and Purchase Orders; and (ii) to enable Authorised Admin Users to generate Client Products and/or manage Client’s subscription;

 3.2.3. object code form;

 3.2.4. the normal business purposes of Client and Client’s Affiliates;

 3.2.5. employees of Client and third-party contractors using the same solely for the benefit of Client and Client’s Affiliates.

3.3.1. In respect of Remote Apps, "use” of the Hosted Software means accessing the Remote Apps from the remote location via the Hosting Services, solely in accordance with the Documentation.

3.3.2. In respect of Download Apps, “use” of the Software means downloading the same from the applicable Download Store and using the same solely in accordance with the Documentation. Use of Download Apps is also subject to compliance with the Download Store Terms and the Download App Terms.

4.1.1. perform the Hosting Services during the Term with reasonable skill and care and materially in accordance with the TT Platform Specification. In the event of a failure, TT will use all reasonable commercial endeavours to correct the same promptly or provide Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Client's sole and exclusive remedy for any breach of this clause. The obligations in this clause shall not apply to the extent any failure is caused by a Force Majeure Event or any Client Default;

4.1.2. use its reasonable endeavours during the Term to make the TT Platform available; and

4.1.3. endeavour to keep any interruptions to the Hosting Services to a minimum.

8.1.1. provide TT with: (i) all necessary co-operation in relation to the Agreement; and (ii) all necessary access to such information as may be required by TT in order to render the Services, security access information and software interfaces to Client's other business applications;

8.1.2. provide such personnel assistance as may be reasonably requested by TT from time to time;

8.1.3. appoint a project manager, who shall have the authority to contractually bind Client on all matters relating to the Agreement. Client shall use reasonable endeavours to ensure continuity of the same;

8.1.4. carry out all other Client responsibilities set out in accordance with these Conditions or in any of the Schedules in a timely and efficient manner. In the event of any delays in Client's provision of such assistance as agreed by the parties, TT may adjust any timetable or delivery Schedule set out in the Agreement as reasonably necessary; and

8.1.5. ensure that there are in place all necessary consents, licences and permissions required to upload the Client Content onto the TT Platform and allow use of the same by TT for the purposes envisaged by Client’s use of the TT Platform.

9.1.1. the first Month on sign-up; and

9.1.2. each subsequent Month before the start of each such Month.

10.3.1. TT is given prompt notice of any such claim;

10.3.2. Client provides reasonable co-operation to TT in the defence and settlement of such claim (at TT’s expense, provided such expenses are reasonable and can be evidenced to TT’s satisfaction); and

10.3.3. TT is given sole authority to defend or settle the claim. In the defence or settlement of any claim, TT may procure the right for Client to continue using the Software, Services and/or Documentation, replace or modify the Software, Services and/or Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to Client without any additional liability or obligation to pay liquidated damages or other additional costs to Client.

10.5.1 TT shall not be liable for: (a) any delay in performance of the Services or any failure to perform the Services that is caused or contributed to by a Force Majeure Event or any Client Default; (c) losses, costs or expenses incurred by Client resulting from any error or inaccuracy in any Configuration Variables; (d) losses, costs or expenses incurred by Client resulting from any Product Specification; (e) the content of any Purchase Order generated by the TT Platform (as these are intended as a draft document to be reviewed and revised as necessary by Client); or (f) losses, costs or expenses incurred by Client resulting from the removal at any time of a Standard Product by the relevant manufacturer.

10.5.2. in the event of any loss or damage to information or data supplied by Client or any Product Configuration, Quotation or Purchase Order, Client's sole and exclusive remedy shall be for TT to use reasonable commercial endeavours to restore the same from its latest back-up maintained by TT in accordance with the archiving procedure described in the TT Platform Specification. TT shall not be liable for any loss, destruction, alteration or disclosure of information or data supplied by Client or any Product Configuration, Quotation or Purchase Order caused by any third party (except those third parties sub-contracted by TT to perform services related to maintenance and back-up);

10.5.3. TT shall not be liable to Client for any loss of profit, any anticipated savings, loss of business opportunity, loss of goodwill, loss of or corruption of data, or any indirect, consequential or special loss arising under or in connection with the Agreement; and

10.5.4. TT’s total liability to Client in respect of all losses arising under or in connection with the Agreement shall in no circumstances exceed the value of the Charges paid in the last 6 months. 

11.3.1. Client shall immediately pay to TT all of TT’s outstanding unpaid invoices and interest;

11.3.2. in respect of Services supplied or Software licences granted but for which no invoice has yet been submitted, TT shall submit an invoice, which is payable by Client immediately on receipt;

11.3.3. Client shall cease use of any Software.

12.1.1. TT shall be a Controller where it is collecting and using Personal Data in relation to the management of its Client accounts; and

12.1.2. TT shall be a Processor where it is Processing Personal Data in relation to the Data Processing Particulars in connection with performing its obligations under the Agreement.

12.4.1. Process Personal Data for and on behalf of Client for the purposes of performing its obligations under the Agreement, and only in accordance with the terms of that Contract and any documented instructions from Client;

12.4.2. notify Client immediately (and in any event within 24 hours of becoming aware of the same) if it believes (or ought reasonably to have been aware) that any of Client's written instructions infringe the Data Protection Legislation;

12.4.3. implement and maintain appropriate technical and organisational security measures which are sufficient to comply with at least the obligations imposed on Client by the Security Requirements;

12.4.4. take all reasonable steps to ensure the reliability and integrity of any TT Personnel who shall have access to the Personal Data;

12.4.5. ensure that access to the Personal Data is restricted to only those members of TT’ Personnel who require it in order to discharge TT’ obligations under the

Agreement;

12.4.6. notify Client promptly (and in any event within 2 Business Days) following its receipt of any Subject Access Request or correspondence from the UK Information Commissioner's Office or any other European data protection authority, and together with such notices, shall provide a copy of such Subject Access Request or correspondence and reasonable details of the circumstances giving rise to it; and

12.4.7. with respect to a Subject Access Request, not disclose any Personal Data in response without the express written authorisation of Client.

12.5.1. notify Client as soon as is practicable, but in any event within 48 hours, including details of how the breach occurred and what Personal Data may have been compromised;

12.5.2. implement any measures necessary to restore the security of compromised Personal Data; and

12.5.3. assist Client to make any notifications to the UK Information Commissioner’s Office and affected Data Subjects.

13.2.1. All Intellectual Property Rights in or arising out of or in connection with the TT Platform, the Services and the Software (other than the Configuration Variables and Products Orders) is owned by TT (or its licensors). Except as expressly stated herein, the Agreement does not grant Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any Documentation.

13.2.2. Client shall own all rights, title and interest in and to all of the Configuration Variables, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the same.

13.5.1. contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

13.5.2. if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.