Terms & Policies

Detailed below you can find all of our terms and policy statements. If you have any questions relating to any of our published policies, please contact us.

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CloudClevr’s Customer Terms and Schedules

CloudClevr Customer Terms

1. Definitions and Interpretation

1.1. In these Customer Terms, the following definitions apply:

“Additional Term” has the meaning given to it at Clause 4.3 (Order Term and Renewal);
“AUP” means the CloudClevr Acceptable Use Policy set out at https://cloudclevr.com/terms-and-policies/, as updated from time to time.
“Affiliate” means any corporation, firm, partnership or other entity that directly or indirectly Controls, or is Controlled by, or is under common Control with the relevant party;
“Business Day” means any day, other than a Saturday, Sunday or public holiday, when banks in England are open for business;
“Charges” means any and all monies (excluding interest or penalties) payable to CloudClevr by the Customer under an Order (including these Customer Terms);
“CloudClevr” means the entity identified as such on the Order Form;
“CloudClevr Equipment” means the equipment (if any) owned by CloudClevr or its suppliers and provided to the Customer for use at Customer Premises to enable Customer to receive the Service(s);
“CloudClevr Group” means CloudClevr and its Affiliates;
“Cloud Services” has the meaning set out in Schedule 5 (Software, Cloud Services and Managed Services);
“Commencement Date” means, in respect of an Order for Products or Software, the Order Date, and in respect of Services, the date on which the relevant Services commence;
“Connectivity Services” has the meaning set out in Schedule 3 (Connectivity Services);
“Confidential Information” means all confidential information disclosed by a Party or its employees, consultants, officers, representatives, advisers, agents or sub-contractors, involved in the provision or receipt of the Products, Software and/or Services (together, its “Representatives”) to the other party or that party’s Representatives in connection with an Order where such information is either labelled as confidential or could reasonably be considered as confidential because of its nature and the manner of its disclosure;
“Control” means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares or power, ability to appoint directors, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly;
“Customer” means the customer entity identified as such on the Order Form;
“Customer Premises” means any premises of Customer where it receives any Services and/or at which CloudClevr Equipment, Products and/or Software may be used or delivered;
“Customer Terms” means the T&Cs and the Schedules;
“Data Processor” has the meaning given to it in the Data Protection Legislation;
“Data Protection Legislation” has the meaning given to it in the DPA;
“DPA” means the CloudClevr Data Processing Agreement set out at https://cloudclevr.com/terms-and-policies/, as updated from time to time;
“Device as a Service” means the provision of Financed Products as defined in Schedule 2 (Device as a Service);
“Early Termination Charges” means any costs and/or fees payable for early termination of a Service or Software licence, as specified in these T&Cs and/or the applicable Schedule;
“Financed Products” means any Products hired to the Customer as detailed on a relevant Order (whether such hire is described as Financed Products, Device as a Service or otherwise), such hire being subject to the terms and conditions set out in Schedule 2 (Device as a Service) and includes each part and any additions, replacements and renewals of such Products, and all related manuals, packaging, operating instructions and documents;
“Fair Usage Policy” means the fair usage policies of CloudClevr and its suppliers, defining fair usage for relevant Services, as updated from time to time and notified to the Customer by any means such as notice on CloudClevr’s website and/or a relevant supplier’s website, by email, or otherwise;
“Force Majeure Event” means an event beyond the control of CloudClevr including but not limited an act of God; an act of war; civil unrest; terrorism; riot; epidemic/pandemic; fire; explosion or accidental damage; extreme weather conditions (including but not limited to: flood, storm, or other disaster); an act of government; industrial action or lockouts; and failure of the world wide web;
“Good Industry Practice” means the standard reasonably expected from an experienced and skilled provider of the same or similar Products, Services and/or Software under the same or similar circumstances.
“Initial Term” has the meaning set out at Clause 4 (Order Term and Renewal);
“Insolvency Event” means in respect of either party: (a) other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved; (b) the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity’s undertaking, assets, rights or revenue; (c) that party entering into or beginning negotiations to enter into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors; (d) that party is unable or admits its inability to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; (e) that party suspends or threatens to suspend making payments of any of its debts or (f) any event occurs, or proceeding is taken, with respect to that party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the foregoing events;
“Intellectual Property Rights” means copyrights and related rights, design rights, database rights, patents, rights in undisclosed or confidential information such as rights to inventions, know-how or trade secrets (whether patentable or not), trade and domain and business names, logos and devices, trade and service marks, moral rights, utility models, semiconductor topography rights, rights of passing off and in unfair competition, and other similar or equivalent intellectual property rights (whether registered or unregistered and wherever in the world enforceable) together with any extensions, revivals or renewals thereof, and all pending applications therefor and rights to apply for any of the foregoing in each case as may now or in the future exist anywhere in the world;
“Managed Services” has the meaning set out in Schedule 5 (Software, Cloud Services and Managed Services);
“Order” means a binding contract entered into by the parties through the execution of an Order Form incorporating these Customer Terms, for the delivery of Products, Services and/or Software by or through CloudClevr.
“Order Date” means the date on which an Order becomes binding, in accordance with the Order Form and subject to Clause 3 (Orders);
“Order Form” means a CloudClevr order form;
“Order Year” means the period of twelve (12) months commencing on the Service Commencement Date and each anniversary thereafter;
“Product” means equipment (e.g. hardware, devices or peripherals) listed in an Order;
“Professional Services” means non-recurring professional services (e.g. installation, configuration, planning, training or consulting services) as further described in Schedule 6 (Professional Services);
“Renewing Supplies” means items provided under an Order for which the term of supply (whether service or software) renews automatically, comprising Connectivity Services, Support Services, Software, Cloud Services and/or Managed Services (as the context requires);
“Schedules” means the schedules to this document and any other schedules referenced within such schedules or within the T&Cs.
“Service Commencement Date” means the date(s) for commencement of an Order for applicable Services or Software, as specified in the relevant Order or (if not so specified) as notified to the Customer by CloudClevr;
“Service Credits” means any service credits specified in a relevant Schedule which are calculated in accordance with the applicable provisions of that Schedule where CloudClevr fails to achieve the Service Levels;
“Service Levels” means the service levels for a given Service (if any), where set out in the relevant Schedule;
“Services” means the services that may be delivered by or through CloudClevr to the Customer under relevant Order(s) which may comprise Cloud Services, Connectivity Services, Device as a Service, Managed Services, Professional Services and/or Support Services.
“Services Notice Period” means ninety (90) days unless specified otherwise in the relevant Schedule;
“Service Description” means, where applicable, the service description document describing the scope of specific Services, which may be updated by CloudClevr from time to time;
“Software” means computer software in executable or object code form owned and/or developed by CloudClevr, its licensors and/or reselling partners, listed in or provided pursuant to an Order, and licensed under or pursuant to such Order;
“Statement of Work” or “SOW” means a document completed by CloudClevr for the Customer and attached to an Order (or explicitly referred to within it) which describes the scope of specific Professional Services;
“Support Services” means support and/or maintenance services relating to Software, Products and/or Services as explicitly set out on an Order Form and as further described in Schedule 4 (Support Services);
“Supported Equipment” means, where applicable to an Order, any equipment or software detailed on the Order or in a relevant Schedule or Service Description as ‘Supported Equipment’, ‘Supported Product’, supported ‘IT Product’ or supported ‘Cyber Product’;
“Term” has the meaning given to it at Clause 3 (Order Term and Renewal);
“T&Cs” means the terms and conditions set out in Clauses 1 to 21 (inclusive) of this document;
“UK GDPR” has the meaning given to it in the DPA;
“Working Hours” means 09:00-17:30 on a Business Day; and

1.2. The following rules of interpretation apply:

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
CloudClevr and the Customer are each a “party” and together the “parties”;
a reference to a party includes its personal representatives, successors or permitted assigns;
a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
a reference to writing or written includes e-mails;
the Schedules form part of these Customer Terms and each and all Schedules have effect as if set out in full in these Customer Terms;
references to Clauses are to the clauses within these T&Cs;
references to paragraphs are to paragraphs in the Schedules; and
headings are for ease of reference only and shall not affect the construction or interpretation of the T&Cs or Schedule.

1.3. To the extent there is any inconsistency between the provisions of these T&Cs, the Schedules and any Order then to the extent required to resolve such the inconsistency the following order of precedence shall apply, ranked from first precedence to last:

the Schedules;
any ‘Special Terms’ expressly identified as such on any Order Form;
these T&Cs;
the Order Form (except for ‘Special Terms’ as described at Clause (b) above).

2. Where these Customer Terms apply

2.1. Subject only to Clause 2.2, these Customer Terms apply to and are incorporated into all Orders and prevail over any inconsistent terms or conditions contained or referred to in any Customer purchase order, order confirmation or specification, or implied by law, trade custom, practice or course of dealing.

2.2. These Customer Terms do not apply where:

the parties have previously entered into a CloudClevr Master Framework Agreement (“MFA”); and
the MFA has not expired or been terminated.

2.3. Each Order is a binding contract incorporating:

the T&Cs;
any Special Terms explicitly described as such on the face of the Order; and
the applicable Schedules where the Order includes Products, Services and/or Software to which relevant Schedules relate; for example:
1. an Order including Professional Services is subject to Schedule 6 (Professional Services) in respect of the Professional Services encompassed in that Order; and
2. an order including Connectivity Services is subject to Schedule 3 (Connectivity Services) in respect of Connectivity Services encompassed in that Order.

3. Orders

Ordering Process

3.1. When, from time to time, the Customer wishes to receive Products, Services and/or Software from or though CloudClevr, Customer shall make a corresponding request to CloudClevr.

3.2. On receipt of a Customer request for Products, Services and/or Software, to the extent CloudClevr is able and willing to supply the relevant item(s), CloudClevr shall prepare a draft Order for such items, for the Customer’s review and approval.

3.3. Any quotation or draft Order given by CloudClevr shall not constitute an offer to contract, and is only valid for a period of fourteen (14) days (or such other period set out on such Order) following its date of issue.

3.4. The submission by the Customer of a signed Order Form constitutes an offer by it to purchase the Products, Services and/or Software described in such Order Form, subject to these Customer Terms, and shall become binding when CloudClevr confirms its acceptance by countersigning the Order Form.

3.5. Customer is responsible for checking and confirming, prior to submitting a signed Order Form, the quantity, quality, description and any specification for Product, Software and/or Services as stated in that Order Form.

3.6. Following acceptance of an Order, CloudClevr shall supply (or arrange the supply) to the Customer of the Products, Services and/or Software detailed in the Order, subject to these Customer Terms. All supplies include Support from CloudClevr only if and to the extent that such Support is expressly indicated on the face of the relevant Order.

Status of Orders

3.7. Each Order constitutes a separate contract between the parties made under these Customer Terms and particularly Clause 3 above.

3.8. Any Order Form containing multiple line items constitutes multiple Orders for all purposes under these Customer Terms. For example, where a fully executed Order Form contains two line items such as a two-year Managed Services order and a one-year Office 365 subscription:

each of those line items is a separate Order under these Customer Terms; and
each such Order is subject to the Schedules relevant to that Order and to the relevant stated minimum term.

3.9. The quantity, quality, description and any specification for Products, Software and/or Services shall be as stated in the Order. All samples, drawings, descriptive matter, specifications and advertising issued by CloudClevr, and any descriptions or illustrations contained in CloudClevr’s catalogues, proposals or brochures are illustrative only and shall not form part of the Order.

3.10. The parties shall, further to Clause 3, comply with each Schedule applicable to each Order.

3.11. Except as expressly set out in these Customer Terms, once an Order has been accepted it may not be cancelled.

Order Changes and Cancellation by CloudClevr

3.12. CloudClevr may make changes to the specification of Products, Software and/or Services:

to the extent compelled by any legal or regulatory requirement, so as to ensure compliance with such requirement; and/or
which do not materially affect their quality or performance.

3.13. CloudClevr may cancel an Order in whole or in part without liability:

where the Products, Services and/or Software in an Order are to be sourced from third party suppliers and are no longer readily available or not available on reasonable commercial terms;
(for Services) at any time prior to the Service Commencement Date being notified by CloudClevr (where notice is applicable); and/or
(for Services) at any time prior to the Service Commencement Date,

and all such cases the Early Termination Charges shall not apply.

Order Fulfilment

3.14. Customer shall, on a timely basis, provide CloudClevr with all necessary information needed to deliver each Order.

3.15. Any CloudClevr delay or failure to supply Products, Software and/or Services shall not entitle Customer to terminate any Order for other Products, Software and/or Services.

4. Order Term and Renewal

4.1. Each Order shall be effective from the applicable Order Date and, unless otherwise set out in that Order or an applicable Schedule, shall continue for the period up to the Commencement Date and thereafter, subject to this Clause 4 and any applicable Schedule, for thirty-six (36) months (the “Initial Term”).

Non-renewing supplies

4.2. For each relevant Order, CloudClevr shall, from the relevant Commencement Date, as applicable:

sell Products, subject to Schedule 1 (Products);
provide Financed Products, subject to Schedule 2 (Device as a Service), for the Initial Term only (unless otherwise agreed in writing); and/or
provide Professional Services as specified in the Order and/or SOW (if any), subject to Schedule 6 (Professional Services), for the period specified in the Order and/or SOW, and ‘Initial Term’ shall be construed accordingly.

Auto-renewing supplies

4.3. At the end of the Initial Term, each Order for a Renewing Supply shall, save to the extent otherwise provided in that Order or an applicable Schedule, automatically renew for successive twelve (12) month periods unless and until terminated in accordance with these T&Cs pursuant to Clause 17 (Termination) (each an “Additional Term” and the Initial Term plus any Additional Terms shall be the “Term”). Where such Order or Schedule specifies a renewal period different to the foregoing twelve (12) month default, the specific renewal period shall apply and the expressions ‘Additional Term’ and ‘Renewal Term’ for that Order shall be interpreted accordingly.

4.4. Notwithstanding Clause 3 above, for Ofcom regulated Connectivity Services only, where the Customer is a ‘Small Business Customer’ as defined in s52(6) of The Communications Act 2003, after the Initial Term the Connectivity Services shall continue on a rolling thirty (30) day basis. All other Renewing Supplies shall automatically renew as set out at Clause 4.3 above.

5. Delivery

Products, Financed Products and Software

5.1. Where Products are included in an Order, Schedule 1 (Products) applies and includes provisions detailing delivery and other terms relating to Products such as how risk and title will transfer.

5.2. Where Financed Products are included in an Order, Schedule 2 (Device as a Service) applies and includes provisions detailing delivery, insurance obligations, and other matters relating to Financed Products.

5.3. Where Software is included in an Order, Schedule 5 (Software, Cloud Services and Managed Services) applies and includes provisions in relation to delivery of Software, and other matters relating to Software.

Professional Services

5.4. Where Professional Services are included in an Order, Schedule 6 (Professional Services) applies and, along with the applicable SOW (if any) details the relevant Professional Services.

Connectivity Services, Cloud Services and Managed Services

5.5. Where Connectivity Services are included in an Order, Schedule 3 (Connectivity Services) applies and includes provisions in relation to delivery, installation and other terms relating to Connectivity Services.

5.6. Where Cloud Services and/or Managed Services are included in an Order, Schedule 5 (Software, Cloud Services and Managed Services) applies and includes provision in relation to delivery and other matters relating to such Services.

Support Services

5.7. Where Support Services are included in an Order, Schedule 4 (Support Services) applies and Customer will have access to the support services specified in that Schedule for the relevant item(s) for which support is explicitly identified as being in in the Order.

6. Additional Services and Working Hours

6.1. CloudClevr has no obligation to perform any services not defined in an Order. CloudClevr may agree to provide additional services subject to Customer paying Charges for those additional services at CloudClevr’s then current rates, unless such additional services are set out in an Order Form or change request together with the applicable Charges and executed in accordance with Clause 3 of these T&Cs.

6.2. Except where otherwise expressly provided, Services will be delivered during Working Hours. Customer may request CloudClevr to work or arrange for work in connection with the provision of the Services to take place outside Working Hours. If CloudClevr agrees to such request then Customer shall then pay the prevailing rates and charges for complying with such request.

7. Customer Obligations

7.1. Customer has sole responsibility for maintaining its own computing environment for the access to and use of the Products, Software and/or Services, and shall ensure such environment meets all requirements from time to time for the applicable Product, Software and/or Services. For example, Customer shall provide:

secure accommodation, assistance, facilities and environmental conditions, including protection from weather and appropriate heating and ventilation; and
all necessary electrical power supplies (including back-up) and other installations and fittings for the commissioning and provision of the Products, Services and/or Supported Equipment, and the Customer shall at its own cost ensure that (i) such preparation and provision is effected before the Products, Services and/or Supported Equipment are installed, in accordance with any reasonable specifications provided by CloudClevr; and (ii) any restoration and re-decorating at the Customer site is performed:

7.2. The Customer shall:

provide all necessary information, access (including to Customer Premises), workspace, computing resources, and other services and support materials as reasonably required by CloudClevr to perform its duties in a timely manner;
obtain and maintain all necessary licences, consents and permissions necessary for CloudClevr, its contractors and its agents to perform their obligations under the Order;
be, to the extent permitted by law and except as otherwise expressly provided in these Customer Terms, solely responsible for procuring, maintaining and securing adequate network connections and telecommunications required to use Product, Software and/or Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
comply with any additional obligations as set out in the applicable Schedules;
nominate an appropriately skilled and knowledgeable contact person or project manager (where appropriate) who shall be available to liaise with and respond to queries from CloudClevr, and shall provide all necessary personnel as reasonably required by CloudClevr to perform its duties in a timely manner;
comply with all applicable laws and regulations including health and safety laws and Data Protection Legislation
use the Product, Software and/or Services in compliance with the AUP and relevant Fair Usage Policies from time to time and shall not:
1. send, communicate, knowingly receive, upload, download or use any material or make any calls or communications that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive;
2. violate or infringe the rights or property of any person; including rights of copyright and any other Intellectual Property Rights;
3. intentionally impair or attempt to impair, without authorisation, the operation of any computer, prevent or hinder access to any program or data held in any computer or to impair the operation of any such program or the reliability of any such data; or
4. artificially inflate traffic, send, communicate, knowingly receive, upload or download data or make calls or send texts or other messages in such a way or in such amount that Customer knows or ought reasonably to know will have a material adverse effect on the underlying infrastructure or affect other customers;
5. download, possess or transmit in any way, illegal material;
6. engage in criminal, illegal or unlawful activities;
(where applicable) keep confidential any passwords, logon codes and other access methods. CloudClevr shall not be liable for any disclosure by the Customer of the same, whether intentional or otherwise;
carry out all reasonable instructions of CloudClevr and/or its suppliers including by accepting and installing all necessary updates, patches and/or upgrades to Software and/or Cloud Services as required from time to time.
ensure that the Customer’s users of the Services use the Services in accordance with these Customer Terms and the applicable Order, and Customer shall be responsible for any breach of these Customer Terms and/or the applicable Order by such users;
shall notify CloudClevr in writing if it undergoes a change of Control within fourteen (14) days of the change of Control;
through the use of the Services will provide CloudClevr with information and data, title to which shall remain vested in the Customer (or its licensors), and the Customer warrants, represents and undertakes that it has all necessary rights and licences to use and transmit over the internet or other media to CloudClevr all information and data which will be subject to the Services and hereby grants CloudClevr a non-exclusive licence to use such information and data for the purposes of performing the Services;

7.3. Where CloudClevr’s delivery of Product, Software and/or Services, or performance of installation is delayed, prevented or rendered more difficult by any act or omission of the Customer, a person acting on behalf of Customer, or any third party not acting on behalf of CloudClevr:

this shall not be deemed a breach of these Customer Terms or the applicable Order by CloudClevr;
CloudClevr may adjust any agreed timetable or delivery schedule as is reasonably necessary;
the Customer shall reimburse CloudClevr for all costs and losses (including idle time or supplier costs and charges) incurred by CloudClevr resulting therefrom;
this shall not relieve the Customer of its obligations to pay Charges, and where an agreed milestone is the completion of delivery and/or installation (in whole or in part), this milestone shall be deemed triggered at the point where these circumstances arise; and
CloudClevr shall not be liable for any costs, charges or losses whatsoever sustained or incurred by the Customer that arise therefrom.

7.4. Unless such Services are expressly stated as being the responsibility of CloudClevr in the relevant Order, the Customer shall be solely responsible for the performance and management of its data back-up and data recovery and CloudClevr shall have no liability whatsoever for the back-up or recovery of the Customer’s data.

7.5. CloudClevr maintains title and the Customer shall bear the risk of loss or damage (unless such loss or damage is caused by CloudClevr or its personnel) to any (a) CloudClevr Equipment, unless otherwise agreed in writing between the parties; or (b) loan units, if provided at CloudClevr’s discretion as part of the Services or warranty services and such loan units will be returned to CloudClevr without lien or encumbrance at the end of the loan period. The foregoing does not apply in relation to Financed Products which are subject to Schedule 2 (Device as a Service).

7.6. The Customer shall not charge, mortgage or otherwise deal with any of the equipment referred to in Clause 5 and shall use all reasonable efforts to prevent third parties from asserting rights in relation to such equipment.

7.7. The Customer shall maintain comprehensive insurance cover, and provide evidence of such insurance upon CloudClevr’s request, including general liability insurance covering public liability, employer’s liability, professional indemnity, personal injury or death and property damage insurance with a combined single limit of at least two million pounds sterling (£2,000,000) per occurrence.

7.8. If an Order includes Supported Equipment then the provisions of paragraph 2 of Schedule 4 (Support Services) shall apply.

7.9. Unauthorised use of a Customer’s network, phone system and/or equipment is the sole responsibility of the Customer. This includes incidences such as toll fraud, cyber security breaches and hacking. Customer shall employ appropriate policies and security to mitigate such unauthorised access of their network, phone system and/or equipment. CloudClevr is not liable for any costs incurred by the Customer as a result or in connection with such unauthorised access.

8. Charges and payment

8.1. The Customer shall pay CloudClevr the Charges as and when they fall due for payment, as specified in each Order, relevant Schedules, any SOW and/or these T&Cs.

8.2. Unless otherwise specified in a relevant Schedule, the Charges shall be payable from the date that the relevant Service, Software or Product (as applicable) is first made available to the Customer or upon installation in the case of Products installed by CloudClevr (where applicable).

8.3. Unless agreed otherwise in writing the Customer shall pay the Charges by direct debit.

8.4. CloudClevr shall invoice the Customer for the Charges monthly or as otherwise set out in the Order, a relevant Schedule, any SOW and/or these T&Cs.

8.5. Unless otherwise specified in a relevant Schedule, where the Customer does not pay the Charges by direct debit it shall pay each invoice submitted by CloudClevr:

within fourteen (14) days of the date of the invoice; and
in full and in cleared funds to a bank account nominated in writing by CloudClevr.

8.6. Time is of the essence with regard to payment of Charges.

8.7. All amounts payable by the Customer are (i) payable in UK pounds Sterling (unless otherwise indicated in the Order or a relevant Schedule) and (ii) stated exclusive of amounts in respect of value added tax chargeable for the time being (“VAT“) and any other applicable taxes, which shall be added at the prevailing rate as applicable and paid by the Customer following delivery of a valid VAT invoice.

8.8. If Customer reasonably and in good faith disputes an invoice or part of it, Customer shall notify CloudClevr of such dispute within fourteen (14) days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much Customer considers is due.

8.9. If the Customer makes payment of the Charges by direct debit and the relevant direct debit is dishonoured or cancelled for any reason, then, without prejudice to any other remedies available to CloudClevr, CloudClevr may charge the Customer an administration fee of fifty pounds (£50) and a further monthly administration fee of fifty pounds (£50) for each month in which the direct debit is dishonoured or not reinstated following cancellation. In addition, the Customer shall pay all costs and expenses (including reasonable legal costs) reasonably incurred by CloudClevr or any of its suppliers in enforcing payment of the Charges.

8.10. If any sum payable under any Order (including the Customer Terms) is not paid within ten (10) days of the due date for payment then (without prejudice to CloudClevr’s other rights and remedies) it reserves the right to charge interest on that sum on a daily compounded basis (before as well as after any judgment) at the annual rate of five per cent (5%) above the higher of the prevailing Bank of England base rate or zero calculated from the due date to the date of payment, provided that at no time shall the Customer be required to pay interest at an effective rate higher than legally permissible.

8.11. CloudClevr may vary the Charges at any time upon giving the Customer written notice if there are any changes in CloudClevr’s arrangements with a supplier or as a result of any legal, regulatory or reasonable business requirements.

8.12. CloudClevr may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by CloudClevr to the Customer.

8.13. The Customer shall pay all amounts due under these Customer Terms and/or any Order in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). If any withholding or deduction is required under applicable laws, Customer shall, when making payment of the Charges to which the withholding or deduction relates, pay to CloudClevr such additional amount as will ensure that CloudClevr receives the same total amount of the Charges that it would have received if no such withholding or deduction had been required.

8.14. Any Charges that are periodical Charges shall be properly due and payable by the Customer for the whole period, even if the Services to which they relate were only provided for part of that period, and Customer shall not be entitled to any pro-rata reduction.

8.15. CloudClevr may, by notice, with effect from 1 April each calendar year, apply an increase to any and/or all of the Charges in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period plus three point nine per cent (3.9%).

8.16. CloudClevr shall be entitled to increase the Charges at any time with immediate effect where it can reasonably demonstrate that such an increase is due to an increased cost of providing the Service caused by a third party supplier, including without limitation, third party network operators, carriers, service providers and vendors.

8.17. CloudClevr may, by notice to the Customer at any time increase the price of Products, Services and/or Software to reflect any increase in the cost to CloudClevr due to any circumstances beyond the control of CloudClevr including the price charged by its suppliers; a change in applicable laws; any foreign exchange fluctuation; an alteration of duties or tariffs; an increase in CloudClevr’s cost of funds, an increase in the cost of labour, materials, or other costs of manufacturers.

8.18. CloudClevr may also amend Charges for any Service, Product or Software in accordance with any specific provisions set out to that effect in a relevant Schedule.

8.19. Unless expressly stated otherwise in an Order, any pricing, rates or Charges applicable during the Initial Term are agreed on the basis of the Customer entering into and completing that Initial Term. Such pricing reflects commercial assumptions linked to the Initial Term only. Upon expiry of the Initial Term, CloudClevr may apply its then-current standard pricing and commercial terms for the relevant Products and/or Services for any renewal or Additional Term.

For the avoidance of doubt, any pricing adjustments, reductions or similar incentives shown on an Order Form apply only for the Initial Term unless expressly stated otherwise.

9. Credit limit/Security payment

9.1. CloudClevr shall be entitled to perform a credit check on the Customer at any time. Further CloudClevr may in its sole discretion and at any time impose a Credit Limit on the Customer’s account. Any Credit Limit imposed can be amended by CloudClevr without prior notice to the Customer. If the Customer exceeds such Credit Limit, CloudClevr shall be entitled to demand immediate payment of the Charges and/or suspend the Service, Product supply or Software supply (as applicable).

9.2. Upon demand by CloudClevr, CloudClevr may require the Customer to pay CloudClevr a security deposit as a condition of providing the Services, Products and/or Software. CloudClevr may suspend provision of the Services, Products and/or Software until it receives payment of the security deposit. CloudClevr may hold the security deposit until the Customer has paid all sums due to CloudClevr under all Orders. CloudClevr will refund to the Customer any security deposit it is still holding on request upon termination of the relevant Order(s) if all amounts due and payable by the Customer have been paid or at CloudClevr’s discretion after twelve (12) months of continuous on time bill payments. No interest shall be payable on any security deposit held by CloudClevr.

10. Warranties

Mutual Warranties

10.1. Each party warrants to the other that:

it has the legal authority and capacity to enter into the Order;
no authorisation or approval from any third party is required in connection with its execution of the Order; and
it shall comply with all applicable laws in connection with the performance of its obligations under the Order.

CloudClevr Warranties

10.2. Subject to Clause 4, CloudClevr warrants that the Services will be performed with reasonable skill and care and in accordance with Good Industry Practice.

10.3. Any Customer allegation of CloudClevr breach of the CloudClevr warranty at Clause 2 must be notified to CloudClevr within fourteen (14) days of the date of performance of the relevant Services. CloudClevr’s sole liability and the Customer’s exclusive remedy shall be for CloudClevr, at its sole option and expense, to either re-perform the Services within a reasonable time to cure the alleged breach or to refund to the Customer fees paid in respect of the breaching Services.

10.4. Clause 2 shall not apply to any beta, pilot, trial subscriptions, demonstrations, non-production environments, or other form of proof of concept, each of which are provided ‘as is’ and without warranty of any kind.

Customer Warranties

10.5. The Customer warrants that it shall:

at all times comply with all applicable laws and regulations with respect to its activities under all Orders and in connection with any aspect of the Software and/or Services;
take all reasonable steps not to introduce any virus or vulnerability to the Software, Services or to CloudClevr’s network and information systems;
own and/or has and shall maintain the necessary rights and consents to use any Supported Equipment for the purposes of receiving the Services; and
has and shall maintain the necessary rights and consents to permit CloudClevr to perform the relevant Services and use the Customer Intellectual Property.

11. Intellectual property rights

11.1. The Customer shall retain all Intellectual Property Rights in any proprietary materials it provides to CloudClevr for the purposes of CloudClevr performing its obligations under the Order (the “Customer Intellectual Property“). CloudClevr shall have no title to or interest in any Customer Intellectual Property.

11.2. The Customer grants CloudClevr a non-exclusive, royalty-free, sub-licensable, worldwide licence to use the Customer Intellectual Property during the term of the Order to use, exploit, copy, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of the Customer’s Intellectual Property Rights for the purpose of performing its obligations under the Order.

11.3. The Customer acknowledges and agrees that, as between the parties, CloudClevr, its licensors and/or reselling partners own all Intellectual Property Rights in the Products, Software and/or Services and in all other materials connected with the Software and/or Services developed or produced in connection with the Order by CloudClevr, its officers, employees, sub-contractors or agents. Except as expressly stated in this the Order, the Order shall not grant the Customer any rights to such Intellectual Property Rights.

11.4. CloudClevr grants to the Customer for the term of the Order a personal, non-transferable, non-exclusive, licence to use CloudClevr’s Intellectual Property Rights as incorporated by CloudClevr into the Software and/or Services solely in connection with the Customer’s use of the Software and the Services in accordance with these Customer Terms.

11.5. The Customer shall use reasonable endeavours to prevent any infringement of CloudClevr’s Intellectual Property Rights in the Software and Services and shall promptly report to CloudClevr any such infringement that comes to its attention.

11.6. It is the Customer’s sole responsibility at its sole cost to comply with any terms and conditions of any licence, terms of use or other terms and conditions attaching to the Software supplied or made available by CloudClevr or included with a Product. The Customer’s failure to comply with any such terms could result in the Customer being refused a software licence or having it revoked by the owner of the Intellectual Property Rights, notwithstanding other remedies included in the relevant licence or by law.

11.7. The Customer agrees that any liability regarding breach of Intellectual Property Rights in the Products, Software and/or Services originating from a third party shall be subject solely to the terms offered by such third party and that CloudClevr shall have no liability to the Customer for third party Intellectual Property Rights infringement claims in respect of such Products, Software and/or Services.

11.8. CloudClevr shall have no liability for Professional Services performed in relation to Software in accordance with the Customer’s specific instructions. Further, in the event of a third party claim being made or alleged against CloudClevr or the Customer, CloudClevr shall have the right at its sole option and expense to either:

modify or re-perform the Services so that they are non-infringing; or
terminate the Customer’s right to use the relevant Services and refund the prorated fees paid in respect thereof.

11.9. This clause 11 states CloudClevr’s sole obligations and the Customer’s sole remedies with respect to Intellectual Property Rights infringement claims against the Customer.

12. Indemnity

12.1. Customer shall indemnify CloudClevr, its assignees and their respective officers, directors, agents and employees (the “Indemnified Persons”) on demand at all times against each and every liability (whether civil or criminal), tax, loss, charge, claim, proceeding, damage, judgment, enforcement penalty, fine, fee, cost (including legal costs) and expense of whatsoever nature suffered or incurred by or imposed on any Indemnified Person from time to time in connection with:

any Customer failure to comply with:
1. the provisions of clauses 1 and/or 7.2 (Customer Obligations);
2. the provisions of clause 5 (Customer Warranties);
3. the provisions of clause 11 (Intellectual Property Rights); and/or
any third party allegation or claim that its Intellectual Property Rights are infringed as a result of CloudClevr’s use of materials provided to it by Customer for the purposes of CloudClevr performing its obligations under an Order.

13. Confidentiality

13.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 2.

13.2. Each Party may disclose the other party’s Confidential Information:

to its Representatives who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with an Order. Each Party shall ensure that such Representatives to whom it discloses the other Party’s Confidential Information comply with this clause 13;
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3. Neither Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with an Order.

14. Data Protection

14.1. Each party shall comply with all applicable requirements of the Data Protection Legislation.

14.2. Where, in the context of delivering services CloudClevr is a Data Processor for the Customer, then CloudClevr shall Process such Customer Personal Data in accordance with the DPA.

15. Liability

15.1. This Clause 15 sets out the total liability of each party in respect of or in connection with its obligations under each Order.

15.2. Nothing in any Order (including the Customer Terms) shall limit or exclude:

either party’s liability for death or personal injury caused by negligence;
either party’s liability fraud or fraudulent misrepresentation;
Customer’s liability under an indemnity; or
any liability that, by law, cannot be limited or excluded.

15.3. Nothing in any Order (including the Customer Terms) shall operate to exclude or limit the Customer’s liability to CloudClevr for any Charges which are properly due and owing under the Order (including the Customer Terms), including any Early Termination Charges.

15.4. Subject at all times to Clauses 2, 15.3 and 15.5, and any other exclusion or limitation of liability that may be stated in the Customer Terms and/or an applicable Schedule, CloudClevr’s total liability to the Customer arising under or in connection with an Order (including the Customer Terms) in any Order Year, whether in contract, tort (including negligence) or otherwise, shall not exceed one hundred per cent (100%) of the total Charges paid under the Order in that Order Year.

15.5. Subject to Clause 2, in no event shall CloudClevr be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with any Order (including the Customer Terms) for any:

loss of profits, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated earnings or savings, loss of or corruption to data, in each case whether direct or indirect; or
indirect, special or consequential loss or damage, howsoever arising.

15.6. Except as expressly and specifically provided in the Order (including the Customer Terms), all warranties, conditions and other terms implied by law or otherwise are, to the fullest extent permitted by law, excluded from the Order (including the Customer Terms).

16. Suspension

16.1. Without prejudice to its other rights or remedies hereunder or generally at law, CloudClevr may at its sole discretion limit or suspend provision of Products, Software and/or Services or any part thereof without liability to the Customer if:

CloudClevr has a right to terminate an Order, irrespective of whether it has exercised such right;
the Customer fails to pay on its due date any sum under an Order;
in CloudClevr’s reasonable opinion, the Customer is using the Services for a fraudulent or other illegal purpose, or if the supply or use of the Products, Software and/or Services is likely to become illegal or unlawful;
immediately on giving written notice to the Customer if the Customer breaches:
1. the Acceptable Use Policy,
2. any applicable Fair Usage Policy; and/or
3. any applicable end user licence agreement or terms of use;
in CloudClevr’s reasonable opinion, the provision of Product, Software and/or Services is likely to cause death or personal injury or damage to property; or
the suspension circumstances set out in an applicable Schedule apply.
the Customer consumes the Services in an amount that materially exceeds the credit limit;

Such suspension will not entitle the Customer to terminate the Order and will not suspend or alleviate any of the Customer’s obligations including the obligation to pay the Charges for the suspended Service.

17. Termination

For Cause

17.1. Either party may immediately terminate the Order by giving notice in writing to the other party, if the other party:

is affected by an Insolvency Event; or
commits a material breach of the Order which is:
1. incapable of remedy; or
2. capable of remedy, but fails to remedy it or persists in such breach after thirty (30) days of having been required in writing to remedy or desist.

Customer Cancellation

17.2. The Customer may terminate an Order for Software and/or Services:

for convenience, at any time during the current Term of such Order, by notice to CloudClevr including clear cancellation instructions that identify the applicable Order including the relevant Software and/or Service details, subject to the payment of the Early Termination Charges; or
with effect from the end of the current Term of such Order, by:
1. giving written notice to CloudClevr, at least ninety (90) days prior to the end of such current Term, of Customer’s intention not to renew; and
2. including within such notice clear cancellation instructions that identify the applicable Order including the relevant Software and/or Service details.

CloudClevr Cancellation

17.3. CloudClevr may terminate an Order in whole or in part:

immediately on giving written notice to the Customer if:
1. the Customer fails to pay on its due date any sum due under the Order (including the Customer Terms);
immediately on giving written notice to the Customer if the Customer breaches:
1. the Acceptable Use Policy,
2. any applicable Fair Usage Policy; and/or
3. any applicable end user licence agreement or terms of use;
immediately on giving written notice to the Customer if CloudClevr or its supplier(s) is ordered by any government, regulatory or other competent authority to cease providing the Services, or has any required licence, permit or approval revoked;
with effect from the end of the current Term of that Order by giving thirty (30) days’ written notice to the Customer of its intention not to renew prior to the renewal date for an Additional Term;
for convenience at any time on ninety (90) days’ prior written notice, in which event the Customer shall be liable to pay Charges up to the date of such termination.

18. Consequences of termination

18.1. On termination of an Order, Clauses 7 (Customer Obligations), Clause 8 (Charges and Payment), Clause 9 (Credit/limit/Security Payment), Clause 11 (Intellectual Property Rights), Clause 12 (Indemnity), Clause 13 (Confidentiality), Clause 15 (Liability), Clause 17 (Termination), Clause 18 (Consequences of Termination), Clause 19 (Force Majeure) and Clause 21 (General) shall continue in full force and effect.

18.2. On termination of an Order, any indemnities given under the Schedules, and any other provisions which expressly or by implication are intended to come into or remain in force on or after termination, shall also continue in full force and effect.

18.3. The termination of an Order in whole or part shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of such termination.

18.4. On termination of an Order:

subject to Clause 4(b), each of the Parties shall immediately return to the other party (or, if the other party so requests by notice in writing, destroy) all of the other party’s property in its possession at the date of termination, including all of its Confidential Information, together with all copies of such Confidential Information, and shall make no further use of such Confidential Information;
if a party is required by any law, regulation or government or regulatory body to retain any documents or materials which it would otherwise be required to return or destroy by Clause 4(a), it shall notify the other party in writing of such retention, giving details of the documents or materials that it must retain;
where CloudClevr is providing Services under such Order, the Customer shall cease to make use of the relevant Services and shall promptly return to CloudClevr any CloudClevr Equipment used to receive such Services;
where CloudClevr is providing Device as a Service under such Order, Customer shall cease to use and shall return the Financed Products in accordance with Schedule 2 (Device as a Service);
if the Customer does not return CloudClevr Equipment or Financed Products in accordance with Clause 18.4(c) or Clause 18.4(d) (as applicable) it shall permit CloudClevr or any nominated representative of CloudClevr to enter the Customer Premises during any Business Day, upon reasonable notice, for the purpose of removing any such equipment;
all sums payable to CloudClevr under the relevant Order shall become due and payable immediately on receipt of CloudClevr’s invoice and CloudClevr may submit invoices for any Services, Products or Software supplied but for which no invoice has previously been submitted, and the Customer shall pay these invoices immediately on receipt; and
prior to the end of its current Term, without prejudice to clause 4(f) above, the Customer shall pay all applicable Early Termination Charges.

18.5. Reference to termination of an Order in part in this Clause 18 means termination of the Services or Software under one or more Schedules or termination of the supply of Products. If a party elects to terminate an Order in part then such termination shall not affect the provision of the Services or Software that have not been terminated except that CloudClevr may adjust the Charges payable under the Order(s) that have not been terminated.

19. Force Majeure

19.1. CloudClevr shall not be liable for any delay or failure in performing its duties under an Order (including the Customer Terms) caused by any circumstances beyond its reasonable control including any Force Majeure Event. In the event of such a Force Majeure Event, the time for performance or cure shall be extended for a period equal to the greater of the duration of the Force Majeure Event or one (1) month.

20. Notices

20.1. Any notice or other communication given to a party under an Order (including the Customer Terms) shall be in writing and shall be delivered by email. Any notice or communication shall be deemed to have been received immediately if delivered by email.

20.2. Unless otherwise notified to the other party, the addresses of each party for service of notice by email are:

to CloudClevr: by email to contracts@cloudclevr.com; and
to Customer: by email to the email address to which invoices are sent in relation to the Order.

21. General

21.1. Except as otherwise set out in these T&Cs, no variation to an Order shall be effective unless it is agreed in writing and signed by an authorised representative of each party.

21.2. If any provision of an Order (including the Customer Terms) is or becomes 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. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of the Order (including the Customer Terms).

21.3. Except where a shorter period is relevant under an Order (including the Customer Terms), the Customer must bring any legal proceedings against CloudClevr arising under or in connection the Order within twelve (12) calendar months from the date the Customer first became aware (as can be evidenced by reasonable record) of the facts giving rise to the liability or alleged liability.

21.4. The parties are independent contractors. The Order does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

21.5. No delay, neglect or forbearance by either party in enforcing its rights under the Order shall be a waiver of or prejudice those rights.

21.6. The Order may be executed in any number of counterparts and by each of the parties on separate counterparts each of which when executed and delivered shall be deemed to be an original, but all the counterparts together shall constitute one and the same agreement.

21.7. CloudClevr may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Order. CloudClevr may disclose Confidential Information or information about the Order, the Customer and its performance under the Order to any person that CloudClevr may assign an Order.

21.8. Customer shall not, without CloudClevr’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under any Order.

21.9. The Order (including the Customer Terms), and documents referred to therein, respectively constitute the entire agreement between the parties regarding their subject matter, and in each case supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the relevant subject matter.

21.10. Each party acknowledges that in entering into the Order it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Order. Each party shall have no claim for innocent or negligent misrepresentation based on any statement in the Order.

21.11. Customer agrees that CloudClevr may identify the Customer as a customer of CloudClevr and create and make available a case study or similar of the work that CloudClevr has done for the Customer. Other marketing activities will be agreed between the Parties.

21.12. Except as otherwise provided elsewhere in the Order, it shall not be enforceable by any party who is not a party to it under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, the Customer acknowledges that CloudClevr enters into the Order for the benefit of itself and each of its Affiliates. Accordingly, in addition to CloudClevr’s right to enforce the Order, any Affiliate of CloudClevr may also enforce the Order.

21.13. All Orders shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with them or their subject matter or formation.

CloudClevr Customer Terms - Schedule 1 - Products

Schedule 1 – Products

1. Scope

1.1. This Schedule:

supplements the T&Cs by detailing additional specific terms and conditions applying to the sale of Products to the Customer; and
also details, at paragraph 8, arrangements relating to CloudClevr Equipment supplied to the Customer.

2. Pricing and Payment

2.1. For the purpose of Clause 8 (Charges and Payment), the Charges for a Product:

are due and payable upon delivery of that Product.
include delivery costs to the UK delivery address stated in the Order, unless otherwise specifically stated in that Order.

3. Delivery

3.1. CloudClevr shall endeavour to deliver Products on the agreed delivery date and in any event delivery shall be within a reasonable time of acceptance of the Order. The Customer agrees to accept delivery at any time during Working Hours. CloudClevr shall not be liable for any delay in delivery of Products however caused and time shall not be of the essence for delivery.

3.2. CloudClevr may deliver Products by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

3.3. The Customer shall notify CloudClevr in writing:

within twenty four (24) hours of delivery if Product arrives that is damaged;
within five (5) Business Days of delivery if:
1. Product arrives that does not operate (i.e., dead on arrival); or
2. the Order has otherwise been incorrectly fulfilled; and
within ten (10) Business Days of confirmation of CloudClevr’s order acceptance if the Customer does not receive the Product.

Time shall be of the essence for each of the above notification obligations to enable CloudClevr to raise issues with its suppliers within the time limits allowed by them. Following any such notification, as appropriate, and subject to investigation where appropriate, CloudClevr may as soon as reasonably practicable replace lost, DOA or damaged Products free of charge. The Customer shall be deemed to have accepted the Product if no such written notices are given within the above timeframes.

3.4. If ten (10) Business Days after the day on which CloudClevr attempted to make delivery of Products the Customer has failed to take delivery of the Product, CloudClevr may resell part or all of the Product and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products, or charge the Customer for any shortfall below the price of the Products.

3.5. The Customer shall be responsible (at its own cost) for preparing the delivery address to accept the delivery of Products, including but not limited to, providing the necessary access and facilities required to deliver the Product.

3.6. Delays in the delivery of an Order shall not entitle the Customer to:

refuse to take delivery of the Order;
claim damages; or
terminate the Order, subject always to clause 17 (Termination).

3.7. CloudClevr shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by the Customer’s failure to comply with its obligations under the Order.

4. Risk and Returns

4.1. CloudClevr shall bear the risk of loss or damage to Products until delivery to the Customer.

4.2. Subject to paragraph 4, the Customer shall bear the risk of loss or damage to Products from the time delivery is made and the delivery note or system is signed. The Customer does not have the right to return any Product unless there is a proven fault with it. CloudClevr is unable to exchange Products once delivery has been accepted.

5. Title

5.1. Title to Products shall only pass to the Customer once CloudClevr receives payment in full (in cleared funds).

5.2. Until title to the Product has passed to the Customer, the Customer shall

not remove, deface or obscure any identifying mark or packaging on or relating to the Product
maintain the Product in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; and
give CloudClevr such information relating to the Product as CloudClevr may require from time to time.

5.3. CloudClevr may recover Products to which title has not passed to the Customer. The Customer irrevocably licenses CloudClevr, its officers, employees and agents, to enter any premises of the Customer (including with vehicles) in order to satisfy itself that the Customer is complying with the obligations in paragraph 2 above or to recover any Product to which title has not passed to the Customer. An administration fee of £300 may be levied in such circumstances.

5.4. To the extent that there is any Software or any other software in or supplied with the Product, such title in that Software or other software shall not pass to the Customer but remains with CloudClevr or its licensors. Risk in any Software or other software passes on delivery to the Customer.

6. Warranties

6.1. CloudClevr does not manufacture the Product and except as expressly set out in this Schedule and the T&Cs it excludes, to the fullest extent permissible at law, all warranties, terms or conditions in relation to the Product, including without limitation its quality or fitness for purposes, whether implied by law or otherwise. CloudClevr shall, to the extent it is able to do so, pass on the benefit of any warranties that it obtains from the manufacturer of any Product supplied to the Customer by CloudClevr. However, on expiry of such warranties, any commitment that CloudClevr has to liaise with the manufacturer in respect of any warranty shall cease.

6.2. Where Product supplied to the Customer by CloudClevr becomes faulty for reasons other than through the Customer’s acts, omissions or misuse within the manufacturer’s warranty period, the Customer shall return such Product to CloudClevr at the Customer’s cost and CloudClevr shall replace the Product in accordance with CloudClevr’s returns policy as applicable at the time. The returns policy may vary depending on the Product and some Product is completely excluded from CloudClevr’s returns’ policy. If the Product cannot be returned or replaced, CloudClevr shall set this out in the Order. Any out-of-warranty replacements shall be at the prevailing cost applicable at the time. Should CloudClevr agree to a repair or a replacement, the Customer must ensure that it backs-up or otherwise stores separately any of its information or other data on the Product which the Customer may require, as this will be lost during the repair or replacement process. CloudClevr is not responsible for any information or data which may be lost during the repair or replacement process.

6.3. All replacement Product shall be subject to stock availability and CloudClevr reserves the right to supply replacement Product of a similar specification where necessary.

6.4. CloudClevr reserves the right to levy a reasonable administration charge in respect of returns.

6.5. CloudClevr shall not be liable to the Customer for any failure of Products due to:

use in a manner which is not in accordance with the manufacturer’s or CloudClevr’s instructions or recommendations, other failure to follow CloudClevr’s instructions, repair other than by CloudClevr or use of parts or accessories not authorised by CloudClevr;
any failure or defective working of the Product due to any fault, failure or change in the electricity supply service and/or other service providers’ equipment and/or host PBX systems;
failure or fluctuations of electric power, air conditioning, humidity control or other environmental conditions; or
accident, neglect, misuse, negligent use, wilful abuse, or default of the Customer, its employees or agents, or any third party.

6.6. The provisions of paragraphs 6.1 to 6.5 above are subject to Clause 15.2 of the T&Cs.

7. Installation

7.1. Where explicitly set out in an Order, CloudClevr may provide basic installation of Products at Customer Premises. Complex installations may be dealt with as an Order for Professional Services.

7.2. Where installation is included in an Order:

the Customer shall nominate an appropriately skilled and knowledgeable contact person who shall be available to liaise with and respond to queries from CloudClevr and to accompany CloudClevr whilst on Customer Premises; and
the Customer shall prepare the Customer Premises for delivery or installation of Product at its own expense and provide such environmental and operational conditions as CloudClevr shall reasonably request;
CloudClevr shall install the Product at the Customer Premises (or other specified location) on or as soon as reasonably practicable after delivery;
it may be necessary (in CloudClevr’s reasonable opinion) to remove or otherwise disconnect any of the Customer’s existing equipment then the Customer shall ensure back-ups of any data are completed and Customer shall permit and obtain all necessary consents for such removal and/or disconnection and shall give CloudClevr all necessary assistance for the same to be carried out or if so required by CloudClevr the Customer shall do so itself;
the Customer shall make available to CloudClevr such programs, operating manuals and information as may be necessary to enable CloudClevr to perform its obligations hereunder and shall if requested by CloudClevr provide staff familiar with the Customer’s programs and operations and who shall co-operate fully with CloudClevr;
the Customer shall provide such telecommunication facilities as are reasonably required by CloudClevr for testing and diagnostic purposes or for any other reasonable purpose at the Customer’s expense;
once the Product has in the opinion of CloudClevr successfully passed its installation tests the Product shall be deemed accepted by the Customer;
the Customer shall not be entitled to delay acceptance of Product (or to delay payment or commencement of any lease or finance agreement in relation to Product) in the event that any third party fails for any reason to supply or install any line, service or equipment for use with the Product; and
if the Customer connects the Product to any telecommunication or other system the Customer shall be responsible for obtaining the consent of the owner of that system (if necessary) to such connection and for complying with all conditions relating thereto.

7.3. In the event the Customer cancels, postpones, or reschedules scheduled installation, CloudClevr may, to the extent CloudClevr cannot reschedule its applicable resources, charge Customer a rescheduling or cancellation fee.

8. CloudClevr Equipment

8.1. Where CloudClever Equipment is installed in Customer Premises as a component part of the delivery of Services, this will not be considered Product sold or Financed Product leased to the Customer, and instead, for the duration of such Services, the Customer is responsible for risk to any such CloudClevr Equipment. The CloudClevr Equipment is and shall remain the property of CloudClevr at all times and the Customer agrees to return all CloudClevr Equipment in good working order (fair wear and tear excepted) within ten (10) Business Days of the date of termination of the Services for any reason. The Customer agrees to pay CloudClevr for any CloudClevr Equipment not returned based on the replacement cost, or the non-return charge levied by a third-party supplier, plus an administration charge of three hundred pounds (£300).

9. Hardware Funds

9.1. A “Hardware Fund” means any money that CloudClevr, at its sole discretion, decides to invest in the Customer’s account to fully or partially subsidise the cost of any Product, thereby reducing the Charges the Customer would pay to CloudClevr under the relevant Product Order. The foregoing places no obligation on CloudClevr to provide a Hardware Fund.

9.2. Where the Customer is offered a Hardware Fund in connection with another CloudClevr Service (for example a mobile tariff), such Hardware Fund shall only be available for the duration of the relevant Initial Term. The Customer’s Hardware Fund may only be used to purchase Products from CloudClevr. If provided with a Hardware Fund, the Customer shall be entitled to offset the cost of all Products against the balance of the Customer’s Hardware Fund from time to time. No other charges, costs or interest may be offset against the balance of the Hardware Fund. Any remaining balance of the Hardware Fund will be forfeited upon the expiry of the Initial Term. Any fund previously provided by CloudClevr or any other member of the CloudClevr Group shall be deemed to expire on the Service Commencement Date. For the avoidance of doubt, CloudClevr shall (in its absolute discretion) specify the terms on which the Hardware Fund shall be operated, including, without limitation, CloudClevr’s right to determine that only a fixed or pro rata amount of the Hardware Fund balance can be offset on a monthly basis against the cost of such Product during the Committed Period. Such additional terms shall be specified in the Order.

9.3. Any Hardware Fund CloudClevr offers to the Customer in connection with another CloudClevr Service will be subject to the Customer paying all amounts due under the relevant Order for such Service over the whole of the relevant Initial Term.

CloudClevr Customer Terms - Schedule 2 - Device as a Service

Schedule 2 – Device as a Service

1. Scope and Overview

1.1. This Schedule supplements the T&Cs by detailing additional specific terms and conditions applying to the hire of the Financed Products.

1.2. This Schedule and the Order into which it is incorporated together set out the terms and conditions on which CloudClevr has agreed to hire and the Customer has agreed to take on hire of the Financed Products described the Order.

1.3. The T&Cs, this Schedule and any Charges described in the Charges section of the Order as “Financed Receivables” set out the terms and conditions for the provision of the applicable Financed Products by CloudClevr to the Customer noting that CloudClevr may collect payments from the Customer on behalf of a third party finance company that has paid CloudClevr for the Financed Products concerned up-front and that the associated “Financed Receivables” specified in such Order (a “Financed Order”) must therefore be paid by the Customer on and subject to the terms of the Financed Order.

1.4. The Financed Products comprised in a Financed Order shall be provided in accordance with this Schedule and the Order into which it is incorporated.

2. Additional Definitions

2.1. Words and expressions defined in the T&Cs shall have the same meaning when used in this Schedule. In addition:

“Condition” shall have the meaning given to it in paragraph 2;
“Encumbrance” means any mortgage, charge, assignment or any other form of security, right or trust arrangement, which creates a security or security interest of any kind, and any agreement, whether conditional or otherwise, to create or grant any of the same;
“Restricted Entity” means a person that is: (a) listed on, or owned or controlled by a person listed on, a Sanctions list, or a person acting on behalf of such a person; (b) located in or organised under the laws of a country or territory that is the subject of country or territory wide Sanctions, or an entity who is owned or controlled by, or acting on behalf of such a person (c) otherwise a subject of Sanctions;
“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority;
“Sanctions Authority” means the Security Council of the United Nations, the United States of America, the European Union or any member state thereof and/or United Kingdom, and in each case their official institutions or agencies;
“Total Loss” in relation to any Product such Product being lost, stolen, confiscated, seized, declared a total loss by the insurers of the Product or as otherwise adjudged, or damaged beyond repair or damaged to an extent which is uneconomic to repair in the reasonable opinion of CloudClevr acting in good faith.

3. Delivery of Financed Products and Period of Hire

3.1. The Customer has selected the Financed Products and will inspect and test the Financed Products on delivery.

3.2. Where:

CloudClevr is installing any Financed Products, the Customer shall inspect and accept all Financed Products when they are installed by CloudClevr; or:
CloudClevr is not installing the Financed Products, the Customer will inspect and accept the Financed Products within five (5) Business Days of delivery of such Financed Products to the Customer, and

in each case, if the Financed Products are not satisfactory the Customer shall notify CloudClevr within five (5) Business Days of delivery. If the Customer fails to notify CloudClevr in accordance with this paragraph, all such Financed Products will be deemed to be in good working order and satisfactory in every way and accepted by the Customer.

3.3. The hiring of the Financed Products shall begin on the Service Commencement Date and continue until the last day of the Initial Term, unless terminated in accordance with the T&Cs or this Schedule.

4. Title

4.1. Title to any Financed Products will at all times remain the property of CloudClevr (or the relevant third party owner) and the Customer will have no right, title or interest in or to any such Financed Products (save the right to possess and use such Financed Products subject to the terms and conditions of the relevant Order).

5. Charges

5.1. The Customer will pay CloudClevr the Financed Receivables specified in the Financed Order on each payment date defined in such Financed Order (each such date, a “Payment Date”) during the Initial Term in respect of each month (or part thereof). The first Financed Receivable shall be due on the first Payment Date after the Service Commencement Date.

5.2. The Customer shall pay the Financed Receivables and all other sums due under each Financed Order in full and in cleared funds without prior demand, notice or invoice and otherwise in accordance with clause 8.13 of the T&Cs.

5.3. If any payment falls due from the Customer under a Financed Order on a day which is not a Business Day, payment shall be made on the preceding Business Day.

5.4. The Customer acknowledges that CloudClevr’s role under each Financed Order is limited to that of supplying and financing the hiring of the Products comprised within the Financed Products (irrespective of whether title in the Products comprised within the Financed Products and/or Services is vested in CloudClevr). Accordingly, and notwithstanding any problems with the Services provided by CloudClevr pursuant to the Customer Terms or any of the Products comprised within the Financed Products not meeting the Customer’s requirements in connection with their compatibility, condition, correspondence with description, quality, performance, merchantability and/or fitness for a particular purpose and/or any other non-performance (each a “Relevant Event”) shall be without prejudice to and shall not affect (i) the hiring of the Products comprised within the Financed Products, and (ii) the Customer obligation to pay the Financed Receivables, and the Customer liability therefor (a) shall not be released nor otherwise reduced as a result of such Relevant Event, and (b) shall continue as though such Relevant Event had not occurred.

6. Insurance

6.1. The risk of any accidental/deliberate damage, loss, destruction in any Financed Product will pass to the Customer on delivery of such Financed Product and will remain at the sole risk of the Customer until such time as it is returned to CloudClevr;

6.2. The Customer will, at its own expense, insure any Financed Product with a reputable insurer for not less than its full replacement value comprehensively against all usual risks and will provide evidence of such insurance to CloudClevr on request;

6.3. No loss, theft, damage, or destruction of any Financed Product will relieve the Customer from its obligation to pay the Financed Receivables or to perform any other obligation under a Financed Order; and

6.4. The Customer will notify CloudClevr in writing within five (5) days of the occurrence of any event of accident or damage to any Financed Product and/or of any Total Loss.

6.5. If the Financed Product sustains loss or damage not amounting to a Total Loss, the Customer will make good such damage (all repairs to be carried out by professional repairers approved by the manufacturer and/or CloudClevr) and apply all insurance monies payable in making good such damage and at CloudClevr’s request, assign to CloudClevr all the Customer’s rights, benefits and claims under any relevant policy of insurance.

6.6. Upon the occurrence of a Total Loss, the Customer will, at CloudClevr’s option either:

replace the Financed Product with unencumbered hardware (“Replacement Product”) of the same model, type and configuration, in which case the title in such Replacement Product will automatically vest in CloudClevr (or its nominee) and following such replacement, the Replacement Product will constitute the Financed Product under such affected Order and the relevant Order will continue for full force and effect; or
pay to CloudClevr within thirty (30) days of the occurrence of a Total Loss (or on such later date as CloudClevr may agree) an amount equal to:
1. all arrears of the Financed Receivables under the affected Financed Order and all other amounts accrued due and unpaid under the affected Financed Order, together with any applicable interest on the same;
2. the present value as determined by CloudClevr as an amount that but for the occurrence of the Total Loss would have been payable as the remaining Financed Receivables during the Initial Term; and
3. the amount assumed by CloudClevr when calculating the Financed Receivables to be the value of the Financed Product at the end of the Initial Term.

The hiring of the relevant Financed Products will terminate upon payment by the Customer in full of such amount.

7. Customer Obligations

7.1. The Customer will:

be responsible for and will ensure that any programs or data stored on any Financed Products are virus free and full back up copies of all such programs and data are made and retained by the Customer;
ensure that any Financed Product is kept and operated in a suitable environment, used only for the purposes for which it is designed and operated in a proper manner in accordance with any applicable operating/manufacturing instructions;
take such steps as may be necessary to ensure, so far as is reasonably practicable, that any Financed Product is at all times safe and without risk to the health of any person;
shall not make any changes to or use the Financed Products in any manner which would invalidate the manufacturer’s warranty and all replacement parts and additions affixed to any Financed Product shall on replacement or affixation become the property of CloudClevr free of all claims and Encumbrances;
maintain at its own expense any Financed Product in good and substantial repair in order to keep it in as good an operating condition as it was on the relevant Service Commencement Date (fair wear and tear only excepted) and will make good any damage to such Financed Product;
shall within five (5) days of CloudClevr request notify CloudClevr of the location of each Product comprised within the Financed Products;
permit CloudClevr or its duly authorised representative to inspect any Financed Product at all reasonable times and for such purpose to enter upon the site or any premises at such Financed Product may be located, and will grant (or procure that CloudClevr are granted) access and facilities for such inspection;
not, without the prior written consent of CloudClevr, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend any Financed Product or allow the creation of any Encumbrance over it;
not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of CloudClevr (or any third party owner) in any Financed Products;
not suffer or permit any Financed Product to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if any Financed Product is so confiscated, seized or taken, the Customer will promptly notify CloudClevr and the Customer will at its sole expense use all reasonable endeavours to procure an immediate release of such Financed Product; and
not do or permit to be done anything which could invalidate the insurances referred to in paragraph 6.

8. Termination

CloudClevr may in addition to its rights under Clause 17 (Termination) of the T&Cs terminate the hiring of the Financed Products under a Financed Order if:

the Customer fails to pay the Financed Receivables and any other amount due under such Financed Order in full within three (3) Business Days of its due date; or
the Customer fails to insure any Financed Product in accordance with paragraph 6 (Insurance); or
there is a default under (or the Customer, or any of its Affiliates, is in breach of) any other agreement, guarantee or other obligation the Customer, or any of its Affiliates, has with CloudClevr or any other creditor; or
any Sanctions are imposed in relation to the Customer or any or its Affiliates, or the Customer or any or its Affiliates become a Restricted Entity; or
the Customer is convicted of any offence relating to money laundering, terrorist financing, bribery and corruption and/or fraud or the Customer is found by any relevant authority to have breached any anti-money laundering, anti-bribery and corruption and/or anti-terrorist financing laws or regulations; or
the Customer fails to deliver to CloudClevr such information in respect of the Customer as CloudClevr may require from time to time or the Customer otherwise fails to satisfy and/or comply with any of CloudClevr’s “know your customer”, “know your business” or other similar checks or policies in place from time to time.

9. Return of Products on Termination or Expiry of Hiring

9.1. Upon termination or expiry of the hiring of the Financed Products under a Financed Order for any reason (including without limitation the termination by the Customer of an Order in accordance with Clause 17.3), the Customer will in addition to its obligations under Clause 18 (Consequences of termination) of the T&Cs:

pay to CloudClevr on demand an amount equal to the aggregate of:
1. all arrears of the Financed Receivables under such affected Financed Order and all other amounts accrued due and unpaid under such affected Financed Order plus any applicable interest on the same; and
2. all Financed Receivables which would, but for such termination, have become due and payable under the affected Financed Order from the date of termination of the affected Financed Order up to the end of the Initial Term (less a discount for early payment at the rate specified in the relevant Order from the date of termination to the end of the Initial Term); and
3. any additional and reasonable costs and expenses incurred by CloudClevr in recovering any Financed Product pursuant to CloudClevr exercising its rights under clause 18.4(e) of the T&Cs;
4. where CloudClevr is unable to recover possession of any Financed Product (in whole or in part) for any reason, the amount assumed by CloudClevr when calculating the Financed Receivables to be the value of the Financed Product at the end of the Initial Term; and
5. all costs, expenses and losses incurred by CloudClevr in liquidating or redeploying the proceeds of any funding or other financial arrangement CloudClevr have entered into for the purposes of funding its investment in the Products:
cease to use the Financed Products and at its sole cost and expense: (a) immediately return the Financed Products (along with all service records, operating manuals, keys and other ancillary items) to CloudClevr or to such place as CloudClevr may direct, by delivering the same to such place in the Condition. If the Customer fails to do so CloudClevr or its duly appointed agents will have the right to enter the premises where Financed Product may be and take possession of it.

9.2. Without limiting the generality of this paragraph 9, the Customer must at its own expense ensure all Financed Product (that has not been the subject of a Total Loss) shall be in the following condition:

complete and with no missing parts;
thoroughly clean and restored to the original finish;
free from all damage and deficiencies;
free from all stains and any substance that may be to the detriment or the appearance or the functioning of the Financed Product;
all displays, switches, buttons, keyboards and other like items must be complete, in full working order and must have all grime and dirt removed; all legends, labels and engravings must be intact, clean and legible;
all remedial and repair work must have been carried out to a professional standard that does not impair the appearance or performance of the Financed Product; only parts and materials supplied by the manufacturer of the Financed Product or recommended by it should be used in any such work;
any software supplied with or incorporated in the Financed Product must not be corrupted and must be upgraded to the latest version issued by the manufacturer;
all of the Customer’s data (including without limitation any personal data) must have been irretrievably deleted from the Financed Product;
free from any passwords or device registration locks (including bios passwords or activation locks or mobile device management);
in the case of any Financed Product originating from Apple Inc the “Apple ID” must be deleted and “Find My Phone” function must be disabled; and
in a condition which qualifies for a standard maintenance agreement programme with the manufacturer and/or other supplier of the Financed Product, as notified to the Customer from time to time at standard rates without any re-conditioning, initial set-up or re-licensing charges,

(all the foregoing being the “Condition”) which shall also apply to all ancillary equipment that was supplied with the Financed Product.

9.3. On termination or expiry of the hiring of the Financed Products, CloudClevr or its agent will inspect the Financed Product and the Customer will, on demand, pay to CloudClevr all charges and costs CloudClevr incurs in putting the Financed Product into the Condition.

9.4. For the purpose of Clause 4(g) of the T&Cs, the sums payable under paragraph 9.1 above constitute the ‘Early Termination Charges’ in respect of Financed Products. If the Customer pays the Early Termination Charge in full CloudClevr or its assignee shall transfer such title to the Products as it has to the Customer on an as is where is basis without any representation or warranty (express or implied) and the Customer shall not be obliged to return the Financed Products in accordance with this paragraph 9 or clause 18 of the T&Cs.

10. Warranties and Exclusion of Liability

10.1. The Customer has selected the Financed Products using its own skill and judgement. It is expressly agreed and acknowledged that the Customer shall assume the risk that the Financed Products may not perform as expected or may not be satisfactory. No term, condition, warranty or representation of any kind is or has been given by or on behalf of CloudClevr in respect of any of the Financed Products.

10.2. All implied terms, conditions, warranties and representations (whether statutory, collateral or otherwise) relating to the Financed Products, their specification, age, quality, description or as to their fitness for any purpose are excluded.

10.3. CloudClevr undertakes that, to the extent possible, at the request and expense of the Customer, it will assign to the Customer all such rights (whether contractual, statutory or otherwise) as CloudClevr may have against the manufacturer or supplier.

11. Indemnity

11.1. Customer shall indemnify CloudClevr, its assignees and their respective officers, directors, agents and employees (the “Indemnified Persons”) on demand at all times against each and every liability (whether civil or criminal), tax, loss, charge, claim, proceeding, damage, judgment, enforcement penalty, fine, fee, cost (including legal costs) and expense of whatsoever nature suffered or incurred by or imposed on any Indemnified Person from time to time in connection with a Financed Order or the Financed Products or the transactions contemplated by such Financed Order or any other document entered into in connection with or pursuant to a Financed Order including those arising directly or indirectly:

in any manner out of the acquisition, insurance, ownership, possession, management or operation of the Financed Products or the hiring, removal, transportation, repossession, sale or disposal of them by an Indemnified Person, or any person acting as and Indemnified Person’s agent, whether attributable to any defect in the Financed Products or the design, manufacture, testing or use of them, or in relation to any product or strict liability relating to the Finance Products; or
from any maintenance, repair or overhaul of the Financed Products; or
arising from infringement or alleged infringement of intellectual property or other rights; or
in preventing or attempting to prevent the confiscation, seizure, taking in execution, requisition, impounding or forfeiture of any Financed Product, or in securing the release of any Financed Product.

11.2. This paragraph 11 survives termination of the Order.

CloudClevr Customer Terms - Schedule 3 - Connectivity Services

Schedule 3 – Connectivity Services

1. Scope and Overview

1.1. This Schedule supplements the T&Cs by detailing specific additional terms and conditions applying to Connectivity Services.

1.2. Connectivity Services include the provision of connectivity services as specified in an Order and described in relevant third party supplier documentation, and may include mobile telephony, internet connectivity including broadband and leased line (wired and wireless), wide area network (WAN), SD-WAN, call routing, line rental and/or other connectivity services.

1.3. Connectivity Services may be delivered in conjunction with Software, Cloud Services or Managed Services in which case the relevant provisions of Schedule 5 (Software, Cloud Services and Managed Services) shall apply.

1.4. CloudClevr will provide Support in relation to Connectivity Services if and to the extent that Support is explicitly specified as being in scope on the relevant Order. Any such Support is subject to the relevant provisions of Schedule 4 (Support Services).

1.5. CloudClevr may sell Products to Customer in connection with an Order for Connectivity Services in which case the relevant provisions of Schedule 1 (Products) shall apply.

1.6. CloudClevr may provide Financed Products to Customer in connection with an Order for Connectivity Services in which case the relevant provisions of Schedule 2 (Device as a Service) shall apply.

2. Additional Definitions:

2.1. Words and expressions defined in the T&Cs shall have the same meaning when used in this Schedule. In addition:

“Carrier” means the telecommunications network operator providing to the Customer, on CloudClevr’s behalf, a physical telephone line and/or access to a telecommunications network;
“Emergency Organisation” means in respect of any locality: (a) the relevant public police, fire, ambulance and coastguard services for that locality, and (b) any other organisation providing a vital service relating to safety of life in emergencies;
“Fixed Line Network” means an electronic communications wired network over which CloudClevr provides Connectivity Services;
“Inbound and NGN Services” has the meaning given to it at paragraph 18.1 of this Schedule 3;
“Internet Connectivity Solution” has the meaning given to it at paragraph 11.1 of this Schedule 3;
“Mobility Services” means Connectivity Services comprising mobile airtime services such as (a) mobile voice, messaging and/or data connectivity (including mobile broadband) to end users or (b) SIM-based connectivity for digital devices in the Internet of Things (“IoT”), in either each case over public mobile telecoms network infrastructure;
“Network Operator” means an electronic communications network supplier used by CloudClevr or its partners from time to time ;
“PBX” means private branch exchange;
“SIP” means session initial protocol;
“Third Party Operator” means an operator of any communications network or system over which CloudClevr may provide the Services including without limitation a Network Operator and a general supplier;
“User” means any personnel of Customer, including all employees, directors, agents and consultants, who access the Connectivity Services made available to the Customer under any Order;
“WAN” means wide area network;

3. General Customer Obligations

3.1. Customer is responsible for the proper use of Connectivity Services in accordance with all applicable laws and shall:

where applicable, not connect to and use the Connectivity Services other than by means of equipment approved for connection under the Telecommunications Act 1984 as amended from time to time (the “Act“);
use the Connectivity Services solely in accordance with the Act; and
not contravene the Act or any other relevant legislation, regulation or licence from time to time.

3.2. The Customer shall:

cooperate with and assist CloudClevr, Carrier and Third-Party Operator, without delay, to:
1. answer any request received from any governmental authority in relation to the use of the Connectivity Services;
2. prevent or eliminate fraudulent, abusive or unlawful use of the Connectivity Services.
use the Connectivity Services:
1. only for its own internal business use
2. in accordance with all applicable Carrier and/or Third-Party Operators terms of use and/or licence agreements from time to time;
maintain all customer account information as to Service users, including all authorised Users, up to date from time to time ;
not resell or attempt to resell the Connectivity Services or any associated supplies (e.g. Software) to anyone else;
not use the Services in breach of any licence applicable to the Customer or that is in any way unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
ensure all Users comply with this Schedule 3 in use of the Connectivity Services.

3.3. The Customer agrees that the actions of any users of the Customer’s Services (including all Users) shall be deemed to be actions by the Customer and accordingly any breach of the T&Cs and/or this Schedule 3 by such users shall be deemed to be a breach by the Customer.

3.4. CloudClevr records information relating to the Customer’s use of the Connectivity Services including volumes of usage, timings, call records, and other relevant information having regard to the Services. The Customer acknowledges and agrees that CloudClevr’s data records shall save in the case of demonstrable error constitute proof of usage without further detail of any of Customer’s activity relating to such usage.

4. Service Availability, Performance and Maintenance

4.1. Due to the nature of telecommunications and connectivity, CloudClevr cannot guarantee a fault free service. Quality and availability of services may be affected by factors outside CloudClevr’s control such as physical obstructions, faults in public or private telecommunications networks, atmospheric conditions, disruptions to the internet, radio interference (e.g. caused by hills, tunnels or other physical obstructions).

4.2. The Customer acknowledges that the speed and availability of Connectivity Services may depend on a number of factors including, distance from the exchange or radio access network, local availability and line capability. CloudClevr shall have no liability to the Customer if the Customer’s line does not produce a top speed of the maximum speed advertised. The Customer further acknowledges that download speeds or other measurements will be highest at the point of delivery into the Customer Premises, and speeds may degrade depending on local area network configuration and/or the local environment.

4.3. Unless otherwise set out in an Order, CloudClevr will use reasonable endeavours to deliver Connectivity Services 24 hours per day, 7 days per week, excluding any Scheduled Downtime, where “Scheduled Downtime” means any downtime scheduled to perform system maintenance, backup, upgrade, migration or other functions for the Connectivity Services, any other downtime incurred as a result of the Customer’s request and unscheduled maintenance performed outside Working Hours, provided that CloudClevr has used reasonable endeavours to give the Customer notice in advance (“Emergency Maintenance“).

4.4. CloudClevr may limit or temporarily suspend access to any or all Connectivity Services for the purpose of Scheduled Downtime or Emergency Maintenance. Where reasonably possible, CloudClevr will give the Customer prior notice of such Scheduled Downtime during off-peak hours or Emergency Maintenance. Where CloudClevr suspends the Services in connection with the T&Cs, such suspension periods for Scheduled Downtime and Emergency Maintenance shall not count towards any calculation of downtime.

4.5. Provided there is no material degradation in the Connectivity Services, CloudClevr may update or amend such Connectivity Services from time-to-time, and CloudClevr may, upon reasonable notice, migrate the Customer to an alternative service which provides substantially similar functionality.

4.6. Connectivity Services may be conditional on a satisfactory survey and, where applicable, agreement of a site wayleave by the site owner and/or any additional costs identified by the survey. Any of the foregoing may result in a change to the lead time. An Order for Connectivity Services may be cancelled by CloudClevr without liability to the Customer if the results of any survey are in CloudClevr’s reasonable opinion unsatisfactory, the site wayleave is not agreed, or the Customer does not agree to pay any applicable additional costs.

5. Set Up and Installation

5.1. The Customer acknowledges that any set-up and installation services may require the Customer to co-operate with one or more third parties over whom CloudClevr has no control and that considerable time may be involved in such services. The Customer agrees to co-operate in full with all reasonable requests regarding set-up and installation.

5.2. The Customer shall obtain any relevant consents and approvals for the installation and use of any equipment with the Services. CloudClevr shall have no liability for failure to comply with its obligations in any case where the Customer does not comply with any laws or regulations or does not obtain such consents or approvals and if CloudClevr incurs any costs, either in connection with a liability to a person or in any other way, arising out of any such omission by the Customer then the Customer shall promptly reimburse such amounts to CloudClevr.

5.3. Where CloudClevr installs any hardware at the Customer Premises as part of the Services, for example routers or modems, paragraph 8 of Schedule 1 (Product) shall apply.

6. Service Commencement

6.1. CloudClevr will commence delivery of the Connectivity Services from the applicable Service Commencement Date. Customer shall have three (3) Business Days from the Service Commencement Date (the “Review Period”) in which to notify CloudClevr of any material non-conformity of the Connectivity Services with the Customer Terms. If the Customer has not served a notice of material non-conformity within the Review Period, the Connectivity Services shall be deemed to be accepted. If the Customer serves a notice of material non-conformity in the Review Period then CloudClevr shall remedy the applicable defect in the Connectivity Services as soon as reasonably possible and re-submit the applicable Connectivity Services to the Customer for further review. CloudClevr shall have the right, but not the obligation, to be present during the carrying out of any review of the Connectivity Services.

7. Telephony: General

7.1. CloudClevr may change any telephone numbers allocated to the Customer after giving reasonable notice to the Customer where such change is necessary in order for CloudClevr to comply with a law or regulation or for operational reasons.

7.2. Where the Customer uses any caller line identification (“CLI”) functionality as part of the Connectivity Services, the Customer shall ensure:

the number requested for use as a presentation number (“PN”) is either allocated to the Customer and the Customer does not require the permission of anyone else in relation to that number or the requested PN is not allocated to the Customer but consent from the allocated owner for its use as a PN has been obtained and has not been withdrawn;
the PN connects when dialled;
the PN is not connecting to a revenue sharing number that generates excessive or unexpected call charges; and
any presentation of either PNs or network numbers (“NNs”) complies in all respects with all regulatory requirements and guidelines in all territories and jurisdictions globally and both PNs and NNs are generated in accordance with the relevant technical standards including but not limited to NICC Standard ND1016 and any subsequent revisions thereof.

7.3. The Customer shall indemnify CloudClevr, its assignees and their respective officers, directors, agents and employees (the “Indemnified Persons”) on demand at all times against each and every liability (whether civil or criminal), tax, loss, charge, claim, proceeding, damage, judgment, enforcement penalty, fine, fee, cost (including legal costs) and expense of whatsoever nature suffered or incurred by or imposed on any Indemnified Person from time to time in connection with any breach by the Customer of the provisions of paragraph 2.

7.4. The Customer acknowledges that use of telephony services may be governed by various regulatory requirements and Customer warrants that:

it will comply with all laws and regulatory requirements in relation to the use of the Service;
obtain a licence under the PRS licence requirements where required for any audio that is used in conjunction with the Service, and the Customer indemnifies CloudClevr against any claim arising from its use of Customer’s own audio;
it will not play ringing sounds to a caller once the call has been connected without playing audio that lets the caller know the call has been connected and is being charged for; and
where the Customer uses any dialler facility, the Customer will comply with all Ofcom (or other non-UK regulator) regulations, product supplier requirements and network operator requirements relating to dialler services.

7.5. Directory Listings. If the Customer has any pre-existing telephone directory entries related to any telephone numbers prior to placing any Order with CloudClevr which involves the porting or transfer of such number(s), then the Customer is advised that such directory entries will follow the porting of the Customer’s number and continue to be billed to the Customer as and when it is billed by the directory entry provider to CloudClevr. It is the Customer’s responsibility to opt-out of any directory entries prior to porting and prior to the next publication of the relevant directory if the Customer no longer wishes to retain that directory listing.

7.6. Porting Fees. Porting of telephone numbers, either in as part of an Order, or out as part of a cancellation or migration of Services, may incur additional porting fees, and will be charged at the then-current rate.

7.7. Number Presentation. If a Service offers outbound calling number presentation options, CloudClevr cannot provide consistent presentation of the intended number for calls made to mobile or international carriers as successful presentation of the number is entirely dependent on the carriers’ use of these CloudClevr shall have no liability to the Customer should its nominated number fail to present at any time.

8. IP-based Telephony Services (excluding Inbound and NGN Services)

8.1. Where an IP telephony service is to be used principally in a fixed location, the Customer must register that address with CloudClevr prior to activation. If an IP telephony service may be used in multiple locations, CloudClevr recommends that the Customer updates the location information associated with it whenever accessing the IP telephony service from a new location. The Customer should update this information either using the portal or by notifying CloudClevr of any change in It is the Customer’s responsibility to maintain an accurate record of this address information so that CloudClevr can supply the information to the Emergency Organisation(s) if needed. CloudClevr is not liable for any consequences of the Customer’s failure to do this.

8.2. Where call routing utilises IP, the Customer acknowledges that call quality and availability can be subject to factors outside of CloudClevr’s control e.g. bandwidth contention or quality of service (QoS). CloudClevr shall not be liable to the Customer in respect of such issues.

8.3. Where the Customer takes an international IP Service, the Customer agrees to comply with any in country regulatory obligations that may be applicable to the Customer’s use of the service.

9. Cloud Telephony

9.1. In respect of cloud telephony, the Customer acknowledges that:

the Services may not offer all the features, quality or resilience the Customer may expect from a conventional phone line;
the Services may sometimes be limited, unavailable or disrupted due to events beyond CloudClevr’s control e.g. power disruptions, failures or the quality of any connection;
the bandwidth allocated to the cloud telephony service should only be used for making and receiving cloud telephony calls, and where the Customer shares the bandwidth for any other purpose, it is likely that the quality and availability of the cloud telephony services shall be materially reduced; and
the Customer must ensure that for Cloud telephony the Customer has alternative facilities to make emergency calls and that end users are aware of how to make an emergency call. CloudClevr does not accept any liability for damages and claims arising from the (i) failure of an emergency call being made as the result of the Services not being available at the Customer’s Premises, (ii) failure to identify the location from where the emergency call is made; or (iii) failure by the Customer to comply with the relevant local and/or national regulations and/or guidance related to proving access to emergency organisations. Where emergency service calls are possible, these are dependent on mains power, internet connectivity, and the Customer providing the then-current location of the caller.

10. Mobility Services

10.1. In relation to Mobility Services, as set out in an Order, CloudClevr may either:

provide Mobility Services directly to the Customer (“Direct Mobile”) or
introduce the Customer to a mobile network operator (“MNO“) and the Customer will enter into a separate airtime/data agreement with its chosen MNO, which shall be on the MNO’s standard terms and conditions (the “MNO Agreement“) (“Indirect Mobile”).

Direct Mobile

10.2. Where an Order is for Direct Mobile, the provisions of the Supplementary Schedule re: Direct Mobile Services at https://cloudclevr.com/terms-and-policies/ shall apply.

10.3. Where an Order for Direct Mobile shows a value for a “Hardware Fund”, the provisions of paragraph 9 (Hardware Funds) of Schedule 1 (Products) shall apply, and the rights of the Customer under such paragraph 9 are subject to Customer complying in full with the terms of the relevant Order for Direct Mobile including any commitments as to minimum spend, minimum number of connections, or similar.

Indirect Mobile

10.4. In relation to Indirect Mobile, for as long as the Customer maintains CloudClevr as its appointed MNO dealer with the MNO, the Services that CloudClevr will make available to the Customer are:

management of the Customer’s account under the MNO Agreement so the Customer has an appropriate tariff from those available; and
support of the Customer’s mobile service including liaising with (i) the MNO on the Customer’s behalf to seek resolution of network issues; and (ii) with Product suppliers regarding hardware problems.

10.5. All charges arising under the MNO Agreement are payable directly to the MNO pursuant to the terms of the MNO Agreement.

10.6. The MNO requires CloudClevr to inform the Customer, and the Customer agrees that:

all charges are calculated on the basis of payment by direct debit. Payment by other methods will incur an additional fee;
all price plans come with free online itemised billing as standard. Paper itemised billing can be requested and will be charged at the then-current rates;
all pricing and charges are subject to the addition of VAT at the then-applicable rate; and
all orders are payable in GBP sterling.

10.7. The Customer agrees that CloudClevr is not an agent of the MNO and does not accept liability for any defective performance of the MNO.

11. Internet Connectivity Solutions

11.1. Where detailed in an Order, CloudClevr may provide Customer with Connectivity Services that include one or more of the following:

Broadband services – providing internet connectivity using copper or fibre access technology such as ADSL, FTTC, FTTP and SOGEA, typically provided as contended, shared-bandwidth connections suitable for general internet access and basic business applications (“Broadband Services”);
Leased line services – providing dedicated, uncontended connectivity over fibre or wireless infrastructure, offering symmetrical bandwidth and higher availability for business-critical applications (“Leased Line Services”);
Backup connectivity services – providing secondary connection for basic network or internet access during outages or degradation of a primary connection, delivered via fixed line broadband, fibre circuits or wireless solutions such as 4G/5G (“Backup Services”);
MPLS/IPVPN services – providing MPLS (Multiprotocol Label Switching) or IPVPN (Internet Protocol Virtual Private Network) services for secure, private and managed connectivity between multiple customer sites over a service provider’s core network infrastructure (“MPLS/IPVPN Services”)
SD/WAN services – which offer intelligent routing and traffic management services across multiple internet and private connections using software-defined policies (“SD-WAN”)

(each an “Internet Connectivity Solution”).

11.2. Where an Order includes an Internet Connectivity Solution, the provisions of the Supplementary Schedule re: Internet Connectivity Solutions located at https://cloudclevr.com/terms-and-policies/ shall apply to that Order.

12. Changing Carrier or Third Party Operator

12.1. If CloudClevr’s agreement with a relevant Third Party Operator or Carrier is or may be terminated, CloudClevr will contact the Customer to discuss the assignment of its Order to an alternative supplier. If the Customer elects for its Order/s to be so assigned, CloudClevr shall assign it. Where such assignment is not possible, or the Customer does not make such election, then CloudClevr shall either:

terminate such Customer Order; or
subject to Third Party Operator or Carrier approval (as applicable), continue such Customer Order until expiration of the applicable Term.

13. Early Termination Charges

13.1. Early Termination Charges for Connectivity Services are calculated based on the following items, to the extent each is applicable, and summing each applicable item where relevant:

for any Connectivity Service (including Direct Mobile):
1. any set-up costs that CloudClevr may have incurred in relation to installation and/or commencement of the relevant Service, including but not limited to engineering, installation, site preparation and the cost of diallers; and
2. all lost revenues and Charges payable for the remainder of the current Term of the relevant Order, based on the Customer’s average call billing levels and agreed line rental charges invoiced to the Customer from the relevant Service Commencement Date up to the effective date of the early termination, together with an administration fee calculated at 5% of such amount.
call routing: when line rental Services are initially priced, a discount is built into the charges for customers who choose to also route all their calls with CloudClevr. As a consequence, should call routing be cancelled for any reason then the ongoing line rental charges will be increased by 20% to reflect the actual costs CloudClevr has and will incur in providing the Services and also in monitoring and managing faults on another carrier’s network; and
mobile: in the event that the Customer wishes to terminate the MNO Agreement or request a change in dealer authority prior to expiry of the minimum term of the MNO Agreement then the Customer shall reimburse CloudClevr on a pro-rata basis for the unexpired portion of such minimum term for any account credits, Hardware Funds or discounts provided by CloudClevr to the Customer in connection with the applicable Order. This includes the cost of any Products previously purchased by CloudClevr for supply to the Customer on a ‘free of charge’ basis.

14. Charges and Call Rates

14.1. Unless otherwise agreed in an Order, call usage and other Connectivity Service Charges will be at CloudClevr’s current list price as updated on its website from time to time or otherwise by notice to the Customer. Monthly charges for line rentals (when and where applicable) will be as set out in an Order.

14.2. Call rates for outbound calls to UK non-geographic numbers are charged according to the banding used by the Carrier and/or Network Operator. If Carrier and/or Third-Party Operator changes their charging structure, call types and associated charging may change by notice.

14.3. If the Customer takes any bundled service, it shall pay for all chargeable items which are excluded from or exceed the allowance of the bundle.

14.4. Unless otherwise agreed, all call costs in CloudClevr’s tariffs are in pence per minute. All billing is per second. Call durations are measured up to the whole second and call Charges rounded up to a penny.

14.5. Inbound bundles include calls which terminate to UK landline numbers only, unless specified otherwise in writing. If the Customer terminates its calls to a mobile, a non-geographic or an international number then the prevailing CloudClevr standard call Charges will apply.

14.6. Call charges will be invoiced in CloudClevr will calculate the Charges for calls using the details recorded by the Carrier. Rental charges will be billed in advance.

14.7. CloudClevr will bill the Customer for all calls that routed via the Carrier or Third-Party Operator. Any calls that are routed by other means for any reason beyond CloudClevr’s control and for which the Customer is invoiced by another provider will remain the Customer’s responsibility.

14.8. CloudClevr may offset any inbound rebates which may be due to the Customer against any amounts the Customer may owe to CloudClevr.

14.9. CloudClevr may change the billing and payment frequency, process and/or system from time to time by notice to the Customer.

14.10. Unless otherwise agreed by CloudClevr in writing, any discount specified shall only apply during the applicable Initial Term and shall not apply to subsequent periods.

14.11. All Charges are based on the call data and/or other Customer data usage. If the Customer’s actual usage materially differs from the data or any agreed maximum usage, CloudClevr may make a reasonable and proportionate adjustment to the Charges.

14.12. Voice agents may receive an inclusive call allowance. Any usage that exceeds this allowance or calls outside the inclusive allowance will be charged at the Customer’s agreed voice tariff.

14.13. In relation to SIP and all cloud telephony Connectivity Services (including MS Teams Voice Services):

call bundles are detailed in applicable service documentation; and
the Customer will be notified if any call bundle volume is exceeded after end of the calendar month in which the excess occurred, in which event CloudClevr may charge Customer for all calls made in that month at the prevailing CloudClevr rate.

14.14. If Connectivity Services are suspended in accordance with the T&Cs, a re-connection charge may be payable by Customer.

15. Unauthorised Use

15.1. Connectivity Services are not immune from fraudulent intrusion or unauthorised use and CloudClevr will not be liable for any loss, damage, cost or expense directly or indirectly occasioned thereby. CloudClevr shall not be liable for any loss, damage or expense suffered by the Customer in the event of telephone fraud, system hacking or any other type of abuse of the system, software or equipment experienced by the Customer, howsoever this may occur, and whether perpetrated by the Customer’s staff or other third parties.

15.2. The Customer shall be responsible for all charges incurred in connection with any use of the Services, whether or not it has authorised such use, and for ensuring that the Services are not used for the sending of any defamatory, offensive, abusive, fraudulent, obscene or menacing material or in a manner which infringes the rights of any person (including rights of copyright or confidentiality). If CloudClevr incurs any losses or costs, either in connection with liability to a person or in any other way, arising out of any such use then the Customer shall promptly reimburse such amounts to CloudClevr on a full indemnity basis.

15.3. Where the Services expressly include a telephone fraud services add-on, the benefits and limitations of that service shall be as set out in the applicable Service Description.

16. Security

16.1. The Customer will protect all Service end points using security measures that comply with Good Industry Practice.

16.2. The Customer shall:

monitor use of the Services for possible unlawful or fraudulent use; and
notify CloudClevr immediately if the Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorisation by any User or third party.

Failure to notify CloudClevr under paragraph 16.2 may result in the suspension or termination of the Services.

17. Line Services

17.1. If the Customer wishes to connect equipment to the Fixed Line Network other than using a main phone socket, the Customer must obtain CloudClevr’s prior written consent and acknowledges that CloudClevr may have to request permission from the relevant Carrier prior to granting any consent which shall be at CloudClevr’s sole discretion.

17.2. The Customer will not connect any equipment to the Fixed Line Network that may harm the Fixed Line Network or the equipment of other users of the Fixed Line Network.

18. Inbound and Non Geographic Number Services

18.1. Where detailed in an Order, CloudClevr may provide Customer with Connectivity Services that include one or more Inbound and Non-Geographic Number services as follows:

provision and management of telephone numbers, including both geographic numbers (associated with specific UK area codes) and non-geographic numbers (such as 03, 08, or 09 numbers not tied to a geographic location);
enabling receipt of inbound calls and routing of those calls to one or more fixed or mobile destinations, whether within or outside the United Kingdom. Inbound and Non-Geographic Number Services;
enabling features such as call forwarding, time-of-day routing, location-based routing, call queuing, voicemail-to-email, call recording, interactive voice response (IVR), disaster recovery routing, and call reporting or analytics.
delivering the above via traditional telephony networks, SIP, hosted telephony platforms, or other internet-based communications services.

(the “Inbound and NGN Services”).

18.2. Where any Inbound and NGN Services are provided, the provisions of the Supplementary Schedule re: Inbound and NGN Services at https://cloudclevr.com/terms-and-policies/ shall apply.

19. Third Party Supplies

19.1. Where any Connectivity Service is delivered using the products or services of any of the suppliers listed at paragraph 8.2 of Schedule 5 (Software, Cloud Services and Managed Services) then the provisions of paragraph 8 and 9 of Schedule 5 (Software, Cloud Services and Managed Services) shall apply to such Connectivity Services in respect of such supplier’s products or services.

CloudClevr Customer Terms - Schedule 4 - Support Services

Schedule 4 – Support Services

1. Scope and Overview

1.1. This Schedule supplements the T&Cs by detailing specific additional terms and conditions applying to Support Services.

1.2. Support Services may be delivered in conjunction with other items such as Connectivity Services, Professional Services or Software in which case the relevant provisions of the relevant Schedule(s) shall apply.

1.3. This Schedule details the specific terms and conditions that apply to the provision of General Support Desk Support Services by CloudClevr to the Customer. This Schedule does not detail support for Managed Services which is provided on the basis set out in the relevant Managed Services Service Descriptions, as a component part of those Managed Services.

1.4. This Schedule also details responsibilities in relation to Supported Equipment.

2. Support Services (General Support Desk)

2.1. Support Services are provided at the support level specified on an Order as further particularised in the Service Description for General Support Desk located at https://cloudclevr.com/terms-and-policies/. Customer shall at all times comply with its obligations under such Service Description.

3. Supported Equipment

3.1. If an Order includes Supported Equipment, then the Customer shall:

ensure that any programs or data stored on the Supported Equipment are virus free and that full back up copies of all such programs and data are made and retained by the Customer;
connect Supported Equipment with cables or connectors that are compatible with the Supported Equipment and, where relevant, interface with CloudClevr’s equipment and which are in accordance with CloudClevr’s and/or its suppliers’ instructions;
ensure that all equipment connected to a Service is connected to and used with CloudClevr’s and/or its suppliers’ instructions and any safety and security procedures notified to the Customer;
maintain details relating to Supported Equipment, including the location, serial numbers and any third party vendor-designated system identifiers and labels for such Supported Equipment;
maintain all Supported Equipment at the latest specified configuration and revision levels;
ensure that where employees use the Supported Equipment, such employees are competently trained to do so;
promptly notify CloudClevr of any faults in the operation of the Supported Equipment and give CloudClevr a minimum of ten (10) Business Days’ prior written notice of any modification to the Supported Equipment prior to such Modification being carried out. CloudClevr shall:
1. acknowledge the modification in writing; and
2. notify the Customer of any proposed alteration to the Charges due to such Modification or if such Modification is accepted (such acceptance not being unreasonably withheld or delayed), and
3. any modification should be made in accordance with industry standards and the Customer shall only use products and parts approved by the relevant CloudClevr or the relevant third party vendor.
ensure the external surfaces of the Supported Equipment are kept clean and in good condition;
only use consumables recommended by CloudClevr or the relevant third party vendor;
not request, permit or authorise any third party other than CloudClevr or the relevant third party vendor to carry out any modifications, adjustments, repairs or maintenance to the Supported Equipment (or any part of it) without the prior consent of CloudClevr or the relevant third party vendor; and
save for mobile hardware, not move the Supported Equipment or any part of it to another site without providing CloudClevr with a minimum of thirty (30) calendar days’ prior written notification of any such move of Supported Equipment to another Customer site. In such event, the Customer accepts movement of Supported Equipment to a new Customer Site may result in changes to the Service Levels and/or Charges for any Service relevant to that Supported Equipment.

4. Charges

4.1. The relevant Order for Support Services will detail any applicable Charges.

4.2. The Early Termination Charges for Support Services are 100% of the Charges payable for the remainder of the current Term of the relevant Order.

CloudClevr Customer Terms - Schedule 5 - Software, Cloud Services and Managed Services

Schedule 5 – Software, Cloud Services and Managed Services

1. Scope and Overview

1.1. This Schedule supplements the T&Cs by detailing specific additional terms and conditions applying to Software, Cloud Services (as defined below) and Managed Services (as defined below).

1.2. Software, Cloud Services and/or Managed Services may be delivered in conjunction with other items such as Connectivity Services, Professional Services or Support Services in which case the relevant provisions of the relevant Schedule(s) shall apply.

1.3. CloudClevr will provide Support Services for Software and/or Cloud Services if and to the extent that such Support Services are explicitly specified as in scope:

on the relevant Order or
in an applicable Service Description.

1.4. Support for Managed Services is defined in the relevant service description as further described below.

2. Additional Definitions:

2.1. Words and expressions defined in the T&Cs shall have the same meaning when used in this Schedule. In addition:

“Clevr360” means the CloudClevr’s software as a service platform aimed at helping customers maximise value from their cloud, IT and communications investments, as described in the Clevr360 Service Description;
“Clevr360 Service Description” means CloudClevr’s service description for Clevr360, located on CloudClevr’s website, as updated from time to time;
“Cloud Services” means cloud services which may include, to the extent specified in an Order, Clevr360 and/or Third Party Cloud;
“Concurrent Licence” means a licence for the use of Cloud Services configured for use by multiple users but never more than one user at any time;
“General Managed Services” means CloudClevr’s managed services providing Move/Add/Change/Delete service requests, as described in the GMS Service Description;
“GMS Service Description” means the Service Description for General Managed Services located at https://cloudclevr.com/terms-and-policies/;
“ITMS Service Description” means the Service Description for Managed IT Services located at https://cloudclevr.com/terms-and-policies/;
“ITSS Service Description” means the Service Description for Managed Cyber Security located at https://cloudclevr.com/terms-and-policies/;
“Managed Cyber Security Services” means CloudClevr’s managed services focused on cyber security, as described in the ITSS Service Description;
“Managed IT Services” means CloudClevr’s managed services relating to the operational management of IT infrastructure, as described in the ITMS Service Description ;
“Managed Services” means any managed services delivered by CloudClevr which may include, to the extent specified in an Order, Managed IT Services, Managed Cyber Security Services and/or General Managed Services;
“Named User Licence” means a licence for the use of Cloud Services per user;
“Third Party Cloud” means third party cloud services delivered by a CloudClevr supplier or reselling partner and may include hosting, infrastructure as a service, data storage, back-ups, disaster recovery, software as a service or other cloud services.

3. Software

3.1. Unless otherwise set out in an Order, in relation to Software:

delivery shall occur when CloudClevr or its third party supplier makes the Software available for download and/or provides any applicable licence keys;
Software is non-transferable, non-sublicensable, non-exclusive, and limited to the total use rights granted in the Order (based on named users) for Customer’s internal business purposes only;
the Software licence shall be for the Initial Term, thereafter auto-renewing in accordance with Clause 4 of the T&Cs (Order Term and Renewal), subject to any product specific provisions in any product-specific Schedule or supplier terms (e.g. in relation to Microsoft);
Software may only be used by the Customer, and express permission is required prior to any use by Customer Affiliates, which may require additional Charges;
the Customer must adhere to the applicable end user licence agreement including any relevant Third Party Terms as described at paragraph 8 (End User Licence Agreements) below; and
provided the Customer subscribes to support and maintenance in respect of the Software, CloudClevr shall provide associated Support which may include updates and upgrades in relation to the Software.

3.2. Where an order for Products includes Software attaching thereto, and for which there are no distinct Software Charges, the Customer’s licence to use such Software, including the end user licence agreement, shall be as provided as part of the Product.

3.3. The Customer shall not, and shall not permit any other party to:

disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the products or services including the Software; adapt, modify, or prepare derivative works based on any of the Intellectual Property Rights; or use any of the Intellectual Property Rights to create any computer program or other material that performs, replicates, or utilises the same or substantially similar functions as the products and services provided hereunder;
disclose the products or services including the Software or its operation to third parties, or use any of them in a service bureau or time-sharing environment;
alter, remove, or suppress any copyright, confidentiality, or other proprietary notices, marks or any legends placed on, embedded or otherwise appearing in or on any Intellectual Property Rights and/or Software; or fail to ensure that all such notices and legends appear on all full or partial copies of Intellectual Property Rights and/or Software or any related material;
sell, sublicense, lease, assign, delegate, transfer, distribute, encumber or otherwise transform any Intellectual Property Rights or Software or any of the rights or obligations granted to or imposed on the Customer hereunder.

4. General

4.1. Early Termination Charges. The Early Termination Charges for Software (including Software maintenance), Cloud Services and/or Managed Services shall be 100% of the Charges payable for the remainder of the current Term of the relevant Order.

4.2. Service Commencement Date. Unless otherwise clearly set out in the Order, Software and/or Cloud Services shall be deemed to commence at the point at which the Software and/or Cloud Services is initially available, which may be prior to any configuration, porting, or other Professional Services, and this may be before the date on which the Customer actually begins to use the Software and/or Cloud Services.

4.3. Service Levels. Where applicable, Service Levels for Cloud Services and/or Managed Services, will be specified in the applicable Service Description. Service Levels do not apply to any beta, pilot, trial, demonstration, non-production environment or any other form of proof of concept.

4.4. Except as set out at paragraph 4.5 below, the Customer is responsible for ensuring it has sufficient connectivity (including local and wide area networks) to consume, access or otherwise use the Cloud Services and/or Managed Services. CloudClevr shall not be responsible for any claim arising related to the Customer’s failure to maintain sufficient connectivity.

4.5. Where the Cloud Services and/or Managed Services are provided together with Connectivity Services, CloudClevr shall not have any liability arising from any claims relating to connectivity issues described in paragraph 4 Schedule 34of Schedule 3 (Connectivity Services) which the Customer accepts may materially impact upon the delivery of the Cloud Services and/or Managed Services from time-to-time.

4.6. Provided there is no material degradation in the Cloud Services and/or Managed Services, CloudClevr and/or its suppliers may update or amend such Services from time-to-time and may, on reasonable notice, migrate the Customer to an alternative service providing substantially similar functionality.

4.7. Where CloudClevr provides CloudClevr Equipment at Customer Premises in connection with the Services, paragraph 1 of Schedule 1 (Products) shall apply.

4.8. Where any Cloud Services and/or Managed Services include Customer use of caller line identification functionality, whether or not as part of Connectivity Services Ordered, the Customer shall comply with paragraphs 2 and 7.3 of Schedule 3 (Connectivity Services).

4.9. Where Professional Services are set out in an Order related to Software, Cloud Services and/or Managed Services, Schedule 6 (Professional Services) shall apply.

4.10. CloudClevr records information relating to the Customer’s use of the Software, Cloud Services and/or Managed Services including volumes of usage, timings, call records, and other relevant information having regard to the Services. The Customer acknowledges and agrees that CloudClevr’s data records shall, save in the case of demonstrable error, constitute proof of usage without further detail of any of Customer’s activity relating to such usage.

5. Cloud Services and Managed Services: general provisions

5.1. Unless otherwise set out in an Order or applicable Schedule, CloudClevr will use reasonable endeavours to deliver Cloud Services and/or Managed Services (except for Managed Services delivered during Working Hours) 24 hours per day, 7 days per week, excluding any Scheduled Downtime, where “Scheduled Downtime” means any downtime scheduled to perform system maintenance, backup, upgrade, migration or other functions for the Connectivity Services, any other downtime incurred as a result of a Customer request and unscheduled maintenance performed outside Working Hours, provided that CloudClevr has used reasonable endeavours to give the Customer notice in advance (“Emergency Maintenance“).

5.2. CloudClevr may limit or temporarily suspend access to any or all Cloud Services and/or Managed Services for the purpose of Scheduled Downtime or Emergency Maintenance. Where reasonably possible, CloudClevr will give Customer prior notice of such Scheduled Downtime during off-peak hours and Emergency Maintenance. Where CloudClevr suspends the Services in connection with the applicable Order, such suspension periods for Scheduled Downtime and Emergency Maintenance shall not count towards any calculation of downtime.

5.3. The use of Cloud Services and/or Managed Services by the Customer, its personnel or any other party authorised hereunder, shall at no time exceed the total use rights granted in the Order. Where the Cloud Services and/or Managed Services enable the Customer to exceed the total use rights, CloudClevr shall invoice the Customer for such overuse in arrears in accordance with CloudClevr’s or its supplier’s then-current rates, which may include an uplift not to exceed twenty percent (20%) to reflect the overuse.

5.4. Where Cloud Services and/or Managed Services include the provision of cloud telephony, the applicable provisions of Schedule 3 (Connectivity Services) shall also apply.

5.5. Where specified in the applicable Order or Service Description, Managed Services may include, for the duration of the Managed Services:

provision of on-premise components such as CloudClevr Equipment;
installation of Software on endpoints;
provision of Third Party Cloud; and/or
deployment of Clevr360.

Such provisions are subject to the relevant terms and conditions of the T&Cs and the applicable Schedules.

5.6. Notwithstanding anything to the contrary in the Customer Terms, CloudClevr may monitor, collect, use and store anonymous and aggregate statistics and/or data regarding use of the Services solely for CloudClevr and its suppliers’ internal business purposes (including, but not limited to, improving the Services and creating new features). Such anonymised and aggregate statistics and/or data shall not constitute the property of Customer nor its Confidential Information.

6. Managed Services: specific provisions

Service Descriptions

6.1. Where an Order includes Managed IT Services, CloudClevr shall use reasonable endeavours to provide such services in accordance with the ITMS Service Description and the Customer shall comply with its obligations set forth in the the ITMS Service Description.

6.2. Where an Order includes Managed Cyber Security Services, CloudClevr shall use reasonable endeavours to provide such services in accordance with the ITSS Service Description and the Customer shall comply with its obligations set forth in the ITSS Service Description.

6.3. Where an Order includes General Managed Services, CloudClevr shall use reasonable endeavours to provide such services in accordance with the GMS Service Description and the Customer shall comply with its obligations set forth in the GMS Service Description.

Related IT Supplies

6.4. Subject to paragraph 6.4 below, for all Managed Services requiring CloudClevr support, configuration, deployment or other use of third party hardware, connectivity, software or services within the IT estate of the Customer’s business (each, a “Required Supply”), it is the responsibility of the Customer to:

purchase all such Required Supplies from relevant third parties;
hold all required licences, consents and agreements with relevant third parties;
comply with all relevant licences, consents and agreements (as applicable); and
maintain rights for CloudClevr to so use such Required Supplies pursuant to its delivery of the Managed Services and to interact with such third parties on behalf of the Customer.

6.5. If, in connection with Managed Services, the Customer and CloudClevr agree that certain Required Supplies may be purchased via CloudClevr, then the parties shall execute a corresponding Order for the relevant Products, Connectivity Services, Software and/or Cloud Services (as the case may be), in which event:

the applicable T&Cs and Schedules shall apply to such Order;
CloudClevr will supply or arrange supply of such items in accordance with the Order, the T&Cs and applicable Schedules; and
for the avoidance of doubt, such supplies via CloudClevr are not, under the Customer Terms, supplies of Managed Services, but instead are supplies of Products, Connectivity Services, Software and/or Cloud Services (as relevant).

6.6. Customer acknowledges that any termination of the Required Supplies will:

prevent the Customer from making use of such Required Supplies; and
may prevent the Customer from receiving connected aspects of Managed Services;

however any such termination shall not entitle the Customer to terminate and/or to receive any refund under relevant Orders.

7. Cloud Services: specific provisions

7.1. Where an Order includes Clevr360, CloudClevr shall use reasonable endeavours to provide such services in accordance with the Clevr360 Service Description and Customer shall comply with its obligations set forth in the the Clevr360 Service Description.

7.2. Where an Order includes Third Party Cloud:

the Third Party Cloud vendor, product name and key volumetrics (such as licensed user numbers) will be defined in the Order Form;
the service description will be set out in the customer facing documents of the relevant third party vendor (typically located on that vendor’s website), as updated by that vendor from time to time; and
the Customer shall comply with paragraph 8 (End User Licence Agreements) of this Schedule 5.

7.3. Any monthly charges for Concurrent Licences are billed as daily units, pro rata for the number of days in any given calendar month. The Charges for Named User Licences are billed as monthly units and where applicable are subject to the relevant Fair Usage If a Named User Licence exceeds the relevant Fair Usage Policy in any month, the difference between the actual usage and the Fair Usage Policy shall be billed monthly in arrears based on rates applicable at the time. Unless otherwise specified in writing, all licences will be provided as Named User Licences.

7.4. The number of licences on the Customer’s Order shall be its minimum licence commitment. The Customer can add additional licences at any time.

7.5. Where CloudClevr provides the Customer with portal access to manage its own account and it adds any additional licences or features the Customer agrees to pay the associated Charges for those licences or features from the date they were added. Some licences or features may be subject to a minimum billing

8. End User Licence Agreements

8.1. Where an Order includes third-party Software or Services (“Third Party Supplies”) with specific End User Licence Agreements (EULAs), data processing agreements, terms of use, acceptable use policies and/or any other terms of use (together, “Third Party Terms”), such Third Party Terms, as updated from time to time, shall apply to the Customer’s use of all such Third Party Supplies in addition to the Customer Terms. The Customer shall at all times comply in full with all such Third Party Terms.

8.2. Without prejudice to the generality of paragraph 8.1 above, in relation to any Customer purchase or use, pursuant to an Order, of any products or services of the following suppliers, Customer specifically agrees to the relevant Third Party Terms of such suppliers from time to time including all those in the public domain and/or listed on any of their websites including the websites referenced below:

Mitel: https://www.mitel.com/en-gb/legal (EULA) and https://www.mitel.com/en-gb/legal/mitel-cloud-services-terms-and-conditions
Avaya: https://www.avaya.com/en/legal/ and https://www.avaya.com/en/legal-license-terms/
RingCentral: https://www.ringcentral.com/gb/en/legal.html
Zoom: https://zoom.us/legal, https://zoom.us/docs/en-us/EULA-terms-of-service.html and https://explore.zoom.us/docs/doc/Zoom-Phone-Numbering-Policy.pdf
8×8: https://www.8×8.com/terms-and-conditions
Intermedia: https://www.intermedia.com/legal/emea/uk/agreements
Puzzel: https://www.puzzel.com/neighbourhood/trust-centre/
Luware: https://luware.com
Talkative: https://gettalkative.com/terms
Webex: https://www.cisco.com
Acronis: https://www.acronis.com/en-eu/support/eula/ and https://www.acronis.com/en-gb/support/platform-terms-conditions/
Lastpass: https://www.lastpass.com/legal-center
Smoothwall/Qoria: https://smoothwall.com/legal, https://www.smoothwall.com/education/support-agreement/ and https://qoria.com/legal
Huntress: https://support.huntress.io/hc/en-us/categories/14691882119187-Legal-Documentation
Barracuda: https://assets.barracuda.com/assets/docs/dms/Barracuda_Networks_Legal_Terms_and_Conditions.pdf
Veeam: https://www.veeam.com/legal/eula.html and https://www.veeam.com/legal/data-processing-addendum.html
Kaseya: https://www.kaseya.com/legal/kaseya-master-agreement/ and https://www.kaseya.com/legal/

8.3. The Customer shall regularly check the above vendors’ websites including at the above links for any changes or updates that may affect the Customer’s, CloudClevr’s and/or the relevant vendors’ obligations. Failure to do so will not in any way diminish the binding nature of such changes or updates on the Customer.

Microsoft products – specific provisions

8.4. CloudClevr, either directly or as a customer of a Microsoft appointed reseller from time to time, is authorised via the Microsoft Partner programme to facilitate the purchasing of certain Microsoft products by CloudClevr customers from time to time.

8.5. To the extent the Customer places Orders for Third Party Supplies including Microsoft products and services:

The Customer does so via the above Partner Programme framework;
The provisions of the Supplementary Schedule re: Microsoft Products at https://cloudclevr.com/terms-and-policies/ (the “Microsoft Schedule”) shall apply; and
The Customer shall at all times comply with the Microsoft Schedule in relation to all such Orders.

9. Indemnification

9.1. Customer shall indemnify CloudClevr, its assignees and their respective officers, directors, agents and employees (the “Indemnified Persons”) on demand at all times against each and every liability (whether civil or criminal), tax, loss, charge, claim, proceeding, damage, judgment, enforcement penalty, fine, fee, cost (including legal costs) and expense of whatsoever nature suffered or incurred by or imposed on any Indemnified Person from time to time in connection with any failure by the Customer to comply with its obligations set out at paragraphs 3, 6, 7 and/or 8 of this Schedule 5.

9.2. This paragraph 9 survives termination of any Order.

CloudClevr Customer Terms - Schedule 6 - Professional Services

Schedule 6 – Professional Services

1. Scope and Overview

1.1. This Schedule supplements the T&Cs by detailing specific additional terms and conditions applying to the provision of Professional Services by CloudClevr to the Customer.

2. Professional Services

2.1. Where set out in an Order, Professional Services shall include the provision of suitably trained personnel to provide services, in each case as may be specified in a SOW attached to and forming part of the Order.

2.2. The Customer is responsible for ensuring it has fully reviewed the SOW prior to placing the Order and that the SOW meets the Customer’s requirements.

2.3. Professional Services scheduling is dependent upon the allocation and availability of CloudClevr resources.

2.4. All Professional Services provided on a time and material basis are priced per person unless otherwise specified, and charged hourly or daily as indicated for each person.

2.5. Professional Services will be performed remotely wherever it is reasonable and practicable to do so. The Customer shall provide all reasonable co-operation and facilities to enable such remote performance at the Customer’s own cost.

2.6. CloudClevr will use reasonable endeavours to provide or procure the provision of the Professional Services detailed in the Order during Working Hours. The Customer agrees to pay CloudClevr additional charges at CloudClevr’s then-current rates for Professional Services performed outside Working Hours and CloudClevr will use reasonable efforts to seek the Customer’s agreement to such charges in advance.

2.7. Where Professional Services are performed at Customer Premises, the Customer shall:

afford CloudClevr prompt, full and safe access, with adequate working space and such other facilities as CloudClevr may reasonably require;
ensure and be responsible for the health and safety of CloudClevr personnel;
ensure it has adequate insurance in place to cover any reasonable loss of property by or injury to CloudClevr personnel whilst they are at Customer Premises in accordance with the T&Cs and/or Order; and
inform CloudClevr personnel of any applicable health and safety or other policies relevant to Customer Premises.

2.8. Any Professional Services are provided subject to

the Customer’s performance of its obligations in the T&Cs, the applicable Order and the relevant SOW, and
where applicable, the terms of a mutually agreeable implementation plan.

2.9. If the Customer reschedules or cancels scheduled Professional Services, CloudClevr may, to the extent CloudClevr cannot reschedule its applicable resources, charge the Customer a rescheduling or cancellation fee.

2.10. Once the Professional Services have, in the opinion of CloudClevr, successfully passed any installation or similar tests (where applicable) the Professional Services shall be deemed accepted by the Customer.

2.11. Subject to Clause 2 of the T&Cs (Liability), CloudClevr shall have no liability for any claim resulting from Professional Services performed in accordance with the Customer’s specific instructions.

3. Charges

3.1. The Charges for Professional Services are as set out on the Order Form and/or SOW.

3.2. The Early Termination Charges for an Order for Professional Services are 100% of the Charges payable for all the professional services that would, but for such termination, have been deliverable as a result of CloudClevr’s fulfilment of the relevant Order.

Policies, Service Descriptions and Supplementary Schedules

CloudClevr Privacy Policy

General information

CloudClevr Holdings Ltd operates this website. CloudClevr Holdings Ltd comprises a group of separate Operating Companies (OpCos) as follows:

CloudClevr Ltd

CloudClevr IT Ltd

4Sight Communications Ltd T/A CloudClevr

NGC Networks Ltd – a CloudClevr company

Twisted Fish IT Ltd T/A CloudClevr

For simplicity, this privacy policy covers every aspect of privacy for CloudClevr Holdings Ltd; however, because of the differences in business delivery, not every OpCo will need every stated requirement.

This privacy policy tells you what you may expect us to do with your personal information, including:

How we obtain personal information.
What categories of personal information we process.
What purposes we are processing personal information for.
What the lawful bases for the processing of personal information are, including our legitimate interests.
How long we store personal information for.
Whether there are other recipients of personal information; and
Whether we intend to transfer personal information to another country.

Contact details

This website provides a method for contacting CloudClevr Holdings Ltd on the home page – see https://cloudclevr.com/

The address of CloudClevr Holdings Ltd is Bridgeway House, Bridgeway, Stratford-Upon-Avon, Warwickshire, England, CV37 6YX.

Data protection contact details

If you have any data protection queries, please contact compliance@cloudclevr.com

How do we obtain personal information?

Most of the personal information we process is provided to us directly by one of the following methods:

By you subscribing to newsletters and email notifications.
By you filling in the ‘Contact us’ section of this website, or any form to receive further information, or by otherwise communicating with us to request further information, or communicating with us for another reason such as making an enquiry or complaint, applying for a job etc.
By you registering to use any of our sites that require such registration.
By you entering into a contract with us.
By you subscribing to/using our products and services.
By you requesting further products or services.
By you signing in / out when visiting our offices.
We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.

Additional sources of personal information include:

Social media advertising.
Usage of our websites – note that by accessing or using this website, you are consenting to the collection and processing of your personal information in accordance with this Privacy Policy. If you do not consent to this, please do not access, or use this website.
Bought-in marketing lists.
From your employer, in the course of us carrying out our obligations arising from a contract entered into with the same.
An employee of ours giving details of emergency contacts or referees.
CCTV or similar systems at our premises.

Changes to the ways we obtain personal information

In the event that we need to obtain personal information in relation to you from any other source than those described above, we shall notify you of this.

What categories of personal information do we process?

Personal information is information which you can be identified from (and does not include any anonymised forms of information).

We may process the following categories of personal information in relation to you:

Name/s (first name, last name).
Gender and/or marital status (from your title).
Marital status (from your title).
CCTV and similar images (which are not biometric data).
Contact details (such as address, email address, phone number, mobile number, job title and place of work).
Financial information (such as results of credit checks, banking details, payment details, financial account details, credit card details).
Technical information (such as authentication details, IP addresses, device ID data, location data)
Site/service usage data (such as traffic data, location data, weblogs and other communication data, referral source, length of visit, page views, website navigation paths, information about the timing, frequency, and pattern of use).
Products and services supplied.
Marketing preferences.

Additional personal information may be processed in relation to you if you are or have been employed by CloudClevr Holdings Ltd or one of its OpCos:

Age / Date of Birth.
Attendance records.
Employment and career history.
Health and safety records.
ID documentation, such as passport, national insurance number, ID card, and driving licence details.
Income/salary.
Loans and benefits.
Pension details.
Performance appraisals.
Records of DBS and other such screening/checks.
Recruitment.
Termination details.
Training records.

Purposes of processing

In general, personal information will be processed for the following purposes:

to provide you with email notifications and newsletters to which you have subscribed.
to engage in communication with you, assist you in answering any questions or queries, and for record-keeping, where you have filled out a contact form or contacted us by another method to request information – or where you have contacted us for other reasons such as making an enquiry or complaint, applying for a job etc.
for marketing purposes to provide information to you on products or services you have shown interest in or which we believe may interest you – or to engage you in research, where you have consented to be contacted for such purposes.
to carry out our obligations arising from any contracts entered into, including (but not limited to) the provision of our products and services, the provision of support services etc.
to manage customer relationships.
to allow you to participate in interactive features of our products and services, where these are available.
to analyse the usage of our products, services, and website/s to make improvements to them and also to notify you about changes to them.
where necessary, for the establishment, exercise, or defence of legal claims.
for security and fire safety reasons when visiting our offices.

We have described above that one of the general purposes for which your personal information shall be processed is for marketing purposes. We wish to make you aware that you have the right to object or to opt out of any direct marketing by contacting us to unsubscribe on your behalf at compliance@cloudclevr.com or, where provided, unsubscribing using links within marketing emails.
If we want to use your personal information for any other purpose, we will ask you for consent and will use your personal information only upon receiving your consent and then only for the purpose(s) for which consent has been granted, unless we are required to do otherwise by law.

Please note that if you do not allow us to collect or process required personal information or withdraw consent to process the same for the required purposes, we may not be able to carry out our obligations arising from any contracts entered into. This may mean, for example, that you may not be able to use our products and services.

Lawful bases of processing

We have described above the purposes for which we may process your personal information. These purposes will at all times be justified by UK data protection law.
The lawful bases upon which we can process your personal information are:

where we have your consent to use your personal information for a specific purpose i.e.
- to provide you with email notifications and newsletters.
- to engage in communication with you and for record-keeping.
- to provide information to you on products or services.
- to engage you in research.
where it is necessary to enter into a legal contract with you or to perform obligations under a legal contract with you; and/or to take steps to enter into such a legal contract, at your request.
- participation in interactive features of our products and services.
where it is necessary to enable us to comply with a legal obligation.
where it is necessary to ensure our legitimate interests or the legitimate interests of a third party (provided that your interests and rights do not override those interests). Our legitimate interests include, but may not be limited to:
- the proper management of our customer relationships.
- the improvement of our products, services, and sites.
- the protection and assertion of our legal rights, your legal rights, and the legal rights of others.
- the health and safety of our employees and of visitors to our premises.
where we need to protect your own vital interests (or the vital interests of another person).
where it is needed in the public interest (or where we are acting in our official functions), provided that the task or function has a clear basis in law.
Lawful bases specifically applicable to marketing:
We will only ever use your personal information to send you marketing directly where we have your explicit consent (which will be obtained in a format separate to this Privacy Policy).

How long we store personal information for

Your personal information will only be kept for the period of time which is necessary for us to fulfil the purposes set out in this Privacy Policy. We may need to retain certain information for longer periods for reasons such as record-keeping / reporting under applicable law or for other legitimate reasons like enforcement of legal rights, fraud prevention etc.

Sharing personal information

We may disclose your personal information to any of our employees, partner organisations and OpCos of the CloudClevr Holdings Ltd group of companies as far as is reasonably necessary for the purposes as set out in this Privacy Policy.

We may also disclose your personal information:

to the extent that we are required to do so by law.
in connection with any legal proceedings or prospective legal proceedings; including if we sell or buy any business/assets, in which case we may disclose your personal information to the seller or buyer of such businesses or assets.
to establish, exercise or defend our legal rights; or to enforce or apply our terms of use or terms and conditions of other agreements; or to protect our rights, property, or safety including those of our customers, or others (including providing information to others for fraud prevention and reducing credit risk).
Except as provided for in this Privacy Policy, we will not disclose your information to third parties unless we have your specific consent to do so. We will notify you should this position change.

Where we store your personal information

The personal information that we collect from you may be transferred to and stored at, a destination in the European Economic Area (“EEA”). If we need to transfer or store personal information to a destination outside of the EEA, we will follow applicable Information Commissioner’s Office (ICO) guidelines and ensure the destination country is covered by an ‘adequacy decision’ – meaning it is considered to meet the required standards in the way it treats personal information, or that an appropriate safeguard or exception is met.

Your data protection rights

Under data protection law, you have rights we need to make you aware of. This includes fair processing of information and transparency over how we use your use personal information. The rights available to you depend on our reason for processing your personal information.

Your right of access

You have the right to ask us for copies of your personal information. This right always applies. There are some exemptions, which means you may not always receive all the information we process.

Your right to rectification

You have the right to ask us to rectify information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete. This right always applies.

Your right to erasure

You have the right to ask us to erase your personal information in certain circumstances.

Your right to restriction of processing

You have the right to ask us to restrict the processing of your information in certain circumstances.

Your right to data portability

In certain circumstances, you have the right to receive personal information you have provided to a controller in a structured, commonly used, and machine-readable format and to request that it be transmitted to another controller.

Your right to object

You have the right to object to the processing of your personal information in certain circumstances. You have an absolute right to stop your personal information from being used for direct marketing.

Rights related to automated decision making

In certain circumstances, you have the right to object to decisions being taken by automated means (including profiling) which produce legal effects concerning you or similarly significantly affect you. CloudClevr Holdings Ltd does not conduct any automated processing or profiling of personal information.

Right to withdraw consent

In any circumstance where we rely upon your consent for processing your personal information, you may withdraw this consent at any time.

Right to complain

If you have queries or concerns about the way we process your personal information, do not hesitate to get in touch with us at dataprotection@cloudclevr.com.

If you remain dissatisfied, you have the right to make a complaint about the way we process your personal information to the supervisory authority. The supervisory authority in the United Kingdom is the Information Commissioner (ICO).

For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner’s Office (ICO) on your rights under the UK General Data Protection Regulations.

If you would like to exercise any of these rights don’t hesitate to get in touch with Selby Spicer, Group Data Protection Officer at dataprotection@cloudclevr.com.

Note that we may charge a reasonable fee when a request to exercise one or more of these rights is deemed to be manifestly unfounded or excessive, particularly if it is repetitive or if it is a further request for additional copies of information previously supplied. In the case of complex or numerous requests, the response time may be extended, and an explanation will be provided.

Changes to this Privacy Policy

This privacy policy was last updated on 15 January 2025.

We may change this Privacy Policy without notice. Any changes we may make to this Privacy Policy in the future will be posted on this page. We therefore recommend that you periodically review this page.

Children’s information

We do not provide products and services directly to children (anybody under the age of 18) or proactively collect their personal information. Neither is this website intended for children. If we have reason to believe that we hold personal information of a person under that age, we will delete that information.

Keeping personal information secure

We will ensure the safety and security of your personal information and have measures in place to do so. We will also use technological and organisational measures to keep your personal information secure. These measures include, but may not be limited to:

Storing information on secure servers
Having procedures in place to deal with any information security breach, which shall be reported and dealt with under data protection laws and regulations. You will be notified of any suspected breach concerning your personal information.

You acknowledge, however, that the transmission of unencrypted (or inadequately encrypted) information over the Internet is inherently insecure, and we cannot guarantee the absolute security of information sent to us over the Internet. You are responsible for keeping any passwords you use for accessing our sites and services confidential and you should ensure that any such password is not susceptible to being guessed, whether by a person or a computer program.

Links to other wesbites

Our websites may, from time to time, contain links to and details of third-party websites. Please note that such websites are not governed by this Privacy Policy, and we have no control over them, therefore we cannot be held responsible or liable for the protection and privacy of any information once you have used these links to leave our sites. We advise you to exercise caution and refer to the Privacy Policy applicable to the website in question.

Cookies

Cookies are small text files that are placed on your computer when you visit our (or other) websites. They are generally used to make websites work or work more efficiently/securely. To find out more about cookies generally visit www.aboutcookies.org or www.allaboutcookies.org.

As we have already stated elsewhere in this Policy, we obtain usage data to analyse and improve our sites and services.
This information is generally acquired via Google/Google Analytics. For more information, visit Google’s Privacy & Terms site https://policies.google.com/privacy?hl=en-GB&fg=1.
Our OpCo NGC Networks has a separate Cookie Policy.

Most web browsers allow some control of most cookies through browser settings and most browsers allow you to refuse to accept cookies and/or to delete cookies. The methods for doing so vary from browser to browser, and from version to version. You can obtain information about managing cookies via these links:
Chrome – https://support.google.com/chrome/answer/95647?hl=en%20(Chrome);
Firefox – https://support.mozilla.org/en-US/products/firefox/protect-your-privacy/cookies
Edge – How to Manage and Clear Your Cache and Cookies | Edge Learning Center (microsoft.com)
Opera- https://help.opera.com/en/latest/security-and-privacy/
Safari – Clear cookies in Safari on Mac – Apple Support (IN)
If you are using any other web browser, please visit your browser’s official support documents.

Blocking all cookies will have a negative impact upon the usability of many websites. If you block cookies, you may not be able to use all the features on

CloudClevr Code of Practice

Purpose of this code

This code been produced to offer you information about our products, services and internal complaint policies. It has been Ofcom approved.

How to contact us

CloudClevr can be contacted in a number of ways. Mainly, our Customer Service team can be contacted from Monday to Friday, between the hours of 9am and 5.30pm. An out of hours service is available at all other times by using the customer service numbers detailed below. Whichever way you choose you will be greeted in a friendly and responsive manner.

By Phone: 01242 246 700

By Email: hello@cloudclevr.com

By Letter: CloudClevr, 2nd Floor, GC Campus, Princess Elizabeth Way, Cheltenham, GL51 7SJ

By Online Helpdesk: https://cloudclevr.com/contact/

You must be registered to use this service

Our range of services

Mobile Voice and Data airtime and relevant hardware and data applications.

Fixed Line Voice and Data services including Least Cost Routing, Carrier Pre Selection, Wholesale Line Rental, ISDN, Broadband, NGN and Internet.

Telephone Systems, including survey, installation, leasing and maintenance.

Business continuity facilities, Hosted telephony, Ethernet, Ethernet in the first mile and national MPLS networks.

For more details of any of our products or services please contact our Customer Service team on 01242 246 700.

New business

Upon the agreement of price and/or product you will be required to sign a contract. Your CloudClevr contact will forward the relevant contract to you and our standard terms and conditions will apply. Some specific product/service terms and conditions will apply and these will be added as an addendum. Minimum contract periods are specific to the product, however, in most instances minimum contract is expected to be 24 months, with a 30 day notice period.

Requesting cancellation from services

Should you wish to cancel a product and/or service before we have activated any internal instruction to proceed, you may do so without notice, in writing. However, should you wish to cancel a product/service that has been activated/dispatched you will be required to give 30 days notice and return any hardware with any security seals intact, by courier within 48 hours. Should you fail to do so, full invoice value for either product and/or service will be due under standard payment terms and conditions. Any charges incurred within the 30 day notice period will also be subject to standard terms and conditions of payment.

Should you have signed to a service/product that has been activated and has in excess of 30 day contractual obligation, you may be required to pay the full liability for that period.

Requesting terminations from CloudClevr services and/or products

To request a termination/transfer from CloudClevr services you are required to submit a letter by email or post indicating the relevant numbers that you wish to cancel. This written correspondence will act as your 30 day notice period and as such should be noted to that effect. Standard termination/transfer templates are available on request from the Customer Service team on 01242 246 700.

Fault reporting

There are a number of ways to report a fault to CloudClevr staff.

Through all the above methods it will be necessary to note the number/products affected by the fault with as much detail as possible about the fault behaviour. You may be asked to collate further detail in the case of network faults.

Bill payment

Various payment methods and terms are available and can be discussed with your Business Solutions Associate and/or the Accounts department on 01242 246 740. Standard acceptable terms for line rental and call charges are on a 14 day basis by Direct Debit.

Line rentals are billed one month in advance and call charges, once month in arrears.

Pricing

Due to the wide range of products and services available with CloudClevr, pricing is available through discussions with your Business Solutions Associate. New business pricing is subject to your requirements and will be confirmed by way of proposal in writing before any contractual agreements are made.

Debt recovery

Customers are normally required to pay their bills within 14 days of receipt or within the agreed terms. Where this doesn’t happen then CloudClevr may chase payment by calling and/or sending reminders.

If there is no response to the initial contact made and/or full payment of the arrears is not made, then the customer’s services may be restricted. The customer will be reminded that continued non payment will lead to full disconnection of the service. We will follow this with debt recovery procedures, which would include the disclosure of relevant customer information to the appropriate credit vetting agencies leading to a possible bad credit history.

CloudClevr reserves the right to suspend all services without notice if the company has grounds to believe that there is an unacceptable credit risk.

Any customer must settle all outstanding debts and may be subject to additional credit checking and reconnection charges before service is re-provided. The existence of this code will be brought to the attention of customers experiencing payment difficulties.

Customer service and complaints

We believe that every customer deserves and expects their enquiries and requirements to be handled swiftly and professionally.

Our dedicated Customer Service team maintain regular contact with all our customers to ensure all service needs are met and we adopt a ‘one point of contact’ rule so you can be assured of getting through to the right person straight away, rather than being faced with automated call handling to complicate or delay your call.

As a team we endeavor to ensure that all aspects of our service to you are of the utmost importance, however, despite our best intentions, things can go wrong. Any complaint will always be taken seriously and we aim to provide an amicable and quick resolution for all parties concerned. In addition to contacting our Customer Service team on 01242 246 700, it is advised that complaints are made in writing to your Account Manager or CloudClevr contact.

It will be our aim to keep you up to date with all advances regarding your complaint; however, should you feel this method still fails your expectation and your complaint has remained unresolved for a period in excess of 8 weeks, it is recommended you contact the Service Delivery Director.

Compensation and refund policy

Our compensation and refund policies are in line with our Terms and Conditions and are normally executed by way of a credit note against invoice. Under circumstances where contract conditions no longer apply and a customer no longer receives invoices, refund or compensation will be made by cheque. Independent complaints procedure

In addition to contacting the Service Delivery Director, you may wish to consider an independent adjudicator.

CloudClevr is a member of the Ombudsman Services: Communications. The Ombudsman Service is approved by Ofcom.

A complaint can be referred to the Ombudsman Service if three months has passed since the complaint was first made or that you have received confirmation from CloudClevr stating that the issue has reached ‘deadlock’.

The Ombudsman Service will take information from both parties and make an unbiased decision based on the merits of the case.

Ombudsman Services: Communications
PO Box 730
Warrington WA4 6WU
Phone: 0330 440 1614
Fax: 0330 440 1615
Email: Complete the online contact form
Website: www.ombudsman-services.org
Further advice is available from both Ofcom and PhonepayPlus, as follows:

Ofcom
Ofcom Contact Centre
Riverside House
2a Southwark Bridge Road
London SE1 9HA
Phone: 0300 123 3333 or 0207 981 3040
Fax: 0207 981 3333
Email: Complete the online contact form
Website: www.ofcom.org.uk

Phone-paid Services Authority (PSA)
Whistleblowing
Phone-paid Services Authority
40 Bank Street
London
E14 5NR
Contact Number: 020 7940 7476
Fax: 0207 940 7456
Email: whistleblowing@psauthority.org.uk
Website: https://psauthority.org.uk/

Data Protection

All customer data held by CloudClevr is subject to the legislation and kept in accordance with the Data Protection Act 2018/UK General Data Protection Regulation (GDPR). Should any authority such as Police or Customs and Excise wish us to disclose information, this will only be given with the appropriate and legal paperwork required.

Regular updates

CloudClevr will provide you with regular service and product updates via various marketing literature. Additional updates and information are also disseminated via our social media channels and the CloudClevr website, https://cloudclevr.com/

Supplier Code of Conduct

At CloudClevr “CC” our mission is to create a sustainable, profitable, technology-focused business by working hard and giving back, delivering long-term benefits for our stakeholders. We value the way we do business, acting with integrity and in line with our social responsibility in a sustainable way. We are committed to conducting our business in compliance with all applicable laws and have developed this Supplier Code of Conduct to support this commitment. We believe this ensures that as a company we will deliver long-term social, environmental, and economic benefits for the businesses and communities in which we operate.

While CC appreciates that its suppliers and contractors (each referred to herein as suppliers) may all operate in a variety of different legal, geographical, and cultural environments, we do still expect all suppliers to comply with this Code of Conduct and hope that our suppliers will also strive to exceed these expected standards. We expect these standards to be implemented throughout our supplier’s businesses and within their own supply chains.

The standards expected of CC’s suppliers set out in this Code of Conduct are in addition to, and not in lieu of, any applicable statutory or regulatory obligations and the provisions of any legal agreement or contract between a supplier and CC. References to statutory and regulatory compliance applies to all countries within which our suppliers operate.

CC’s Supplier Code of Conduct encompasses nine main expectations.

1. Business Integrity

CC is committed to the highest standards of business integrity. We expect our suppliers to adopt the same high standards, and we do expect that our suppliers will not tolerate any practice that is inconsistent with the principles of honesty, integrity and fairness, anywhere you do business. Any potential conflicts of interest with CC employees or our customers or end customers should be disclosed to CC. CC also expects suppliers to abide by competition laws and compete fairly. CC strives to partner with suppliers that are proud of their reputation for fair dealing and quality delivery. CC expects suppliers to be protective of CC’s reputation just as much as their own. No CC supplier should bring CC or its employees, customers or suppliers into disrepute by engaging in any act or omission which is likely to diminish the reputation of CC or our employees, customers and other suppliers.

2. Legal Compliance

CC expects all of its suppliers to comply with all applicable international, national and regional laws, statutes and regulations from time to time in force. This includes, but is not limited to, laws, statutes and regulations relating to human rights, employment, health and safety, environment, information security, data protection, anti-bribery and corruption and prevention of the facilitation of tax evasion.

3. Human Rights and Fair Treatment

CC expects all of its suppliers to conduct their activities in a manner that respects human rights. This means complying with the fundamental rights granted to workers under applicable local laws, including in the United Kingdom the Modern Slavery Act 2015. This also comprises taking due account of local laws and providing appropriate protection in the following areas:

3.1 Discrimination

CC expects that its suppliers will ensure a safe, respectful working environment for all of its workers which is free from all forms of discrimination, abuse and harassment.

3.2 Wages and working time

CC expects that its suppliers will ensure that its workers are engaged in compliance with all applicable laws and mandatory industry standards pertaining to working hours and wages. In particular, CC expects its suppliers to pay their workers on time and in accordance with applicable legal requirements.

3.3 Freedom of association

CC expects that its suppliers will observe all applicable laws regarding collective representation and ensure all workers are free to form or join a worker’s council or other employee trade union body.

3.4 Child labour

CC expects that its suppliers will comply with all applicable child labour laws and under no circumstances employ workers under the age of 15 or under the minimum age for work as specified by applicable law. CC requires its suppliers to have in place appropriate processes to verify the age of new employees in order to ensure compliance with applicable child labour laws and the International Labour Organisations Convention concerning Minimum Age for Admission to Employment.

3.5 Voluntary labour

CC expects that its suppliers will employ all workers on a voluntarily basis and no workers should be subject to any form of forced, involuntary or debt-bonded labour.

3.6 Safeguarding vulnerable groups

CC expects that its suppliers will make sure that vulnerable groups are treated with courtesy and that their dignity, safety, security and well-being is treated as a priority concern at all times. CC also expects its suppliers to ensure safe surroundings and working practices. CC suppliers should protect against any kind of threat to vulnerable groups, which includes children, young persons or adults at risk.

3.7 Modern Slavery

CC expects its suppliers to:

1. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015;
2. not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 where such activity, practice or conduct is or were carried out in the UK;
3. take appropriate steps to ensure that they do not cause CC to breach its own Modern Slavery legislation;
4. include in contracts with its own suppliers and contractors suitable provisions which are at least as comprehensive as those set out in the Modern Slavery section of this Code of Conduct;
5. notify CC as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with its arrangements with CC; and
6. maintain a complete set of records to trace the supply chain of all goods and services provided in connection with its agreements with CC.

4. Health and Safety

CC expects its suppliers’ operations, facilities and procedures to protect and promote worker health and safety and provide their workers with a safe and healthy working environment. CC suppliers must comply with all applicable laws in relation to health and safety and environmental protection. CC suppliers must identify hazardous materials, chemicals and substances, and ensure their safe handling, movement, storage, recycling, reuse and disposal. CC suppliers must comply with material restrictions and product safety requirements set by applicable laws and regulations, as well as ensuring workers are aware of and work in accordance with all appropriate safety practices.

5. Information Security and Data Protection

CC Suppliers must protect all information and data received from CC or its customers and their customers in the course of doing business with CC and in accordance with industry recognised good security practises, legislation, regulation and contractual obligations. Such information and data must be kept confidential at all times and not used for any purposes other than the business purpose for which it was provided or made available. All such information and data must be kept confidential and protected from any unauthorised access, destruction, use, modification and disclosure, through appropriate organisational and technical controls.

CC aims for the highest standards concerning the protection of any personal data that may be processed by suppliers on behalf of CC, our customers and their customers so we consider that it is important to maintain these standards irrespective of whether:

you receive a data processing instruction directly from CC (when CC are a data processor and delegate the instructions provided by the customer or their customer to you); or
you receive a data processing instruction directly from a customer or their customer (when the customer or their customer decides to give you access to their personal data for you to process it or access it, so that you can carry out a particular task or activity)

and in each of these circumstances CC always expects that its suppliers comply with applicable data protection legislation and implement industry accepted security standards (whether appointed as a sub-processor by CC or appointed as a processor by an CC customer or their customer).

Wherever suppliers are aware of a security and/or data privacy incident that affects or has the potential to affect CC or its customers or their customers, they must inform CC immediately.

6. Anti-Corruption Measures

In addition to all statutory and contractual obligations and prohibitions on CC suppliers, including without limitation in the United Kingdom the Bribery Act 2010, this Code of Conduct also expressly prohibits any and all forms of bribery, corruption, extortion or embezzlement and CC suppliers are expected to ensure that they have adequate procedures in place to prevent bribery in all commercial dealings undertaken by them. CC adopts a zero-tolerance approach to corruption and we require our suppliers to also adopt the same zero tolerance approach when conducting business with CC.

CC expects that any actual or suspected incident of corruption, including; bribery, facilitation, fraud, money laundering or theft, which affects CC or its customers or end customers will be reported to CC with appropriate details of the circumstances, root cause, impact, action taken or to be taken and timescale. Under no circumstances should any invitations or gifts be given to CC or its customers or end customers in order to gain any form of undue influence or advantage. In addition, no order for goods, services or otherwise should be accepted from CC where the order is conditional on the supplier conferring a payment or other benefit to either a CC employee or to that CC employee’s direction.

Suppliers must also not do or omit to do anything which may cause CC or its workers to be in breach of its own anti-bribery and corruption policies. It is imperative that CC suppliers implement appropriate governance and controls in order to detect and prevent fraud, misrepresentation or money laundering. CC expects its suppliers to not make false or misleading statements or submit false claims in conducting business.

7. Prevention of the Facilitation of Tax Evasion

CC expects its suppliers to:

comply with all applicable laws, statutes, regulations, guidance, recognised practice and codes, relating to the prevention of tax evasion and/or the prevention of the facilitation of tax evasion (whether within, or outside of, the United Kingdom) including but not limited to the Criminal Finances Act 2017 (“CFA 2017”);
have in place (and at all times maintain) policies and procedures, including prevention procedures under the CFA 2017, to ensure continued compliance with the CFA 2017 and have taken steps, so far as it is reasonably practicable to do so, to ensure that its associated persons have adhered to such policies and procedures.

8. Corporate Social Responsibility

Corporate social responsibility (CSR) is extremely important to CC and we therefore require our suppliers to be good corporate citizens. CC suppliers should uphold the same values and strive where possible to support significant CSR policy areas, such as sustainability, life cycle assessments, carbon foot printing (where applicable), diversity and inclusion, prompt payment, support of the Armed Forces Covenant, apprenticeships and skills development.

9. Supply Chain Compliance

Finally we ask our suppliers to regularly monitor their own supply chain’s compliance with this Code of Conduct and to immediately notify CC of any issues or concerns that may arise. Compliance with this code may be monitored by CC through routine and ad hoc supplier reviews and questionnaires as well as requests for information and site inspections. If CC determines that a supplier has violated this code we will require that supplier take corrective action and provide appropriate supporting evidence to demonstrate rectification. CC also reserves the right to suspend or terminate any relationship with a supplier for breach of the requirements of this Code of Conduct.

CloudClevr Acceptable Use Policy (AUP)

1. Introduction

1.1. This acceptable use policy (“AUP”) forms part of any CloudClevr Master Framework Agreement from which it is referenced or (2) any Order made pursuant to CloudClevr’s Customer Terms (in either case, the “Agreement“) and is made effective from the date of the Agreement.

1.2. Capitalised terms used but not defined in this AUP have the meanings set out in the Agreement, and capitalised terms defined below shall have the meaning set out in this AUP.

1.3. This AUP applies to the Customer and its employees, agents, contractors, end-customers and other personnel, end-users, or anyone else who uses or accesses the Software, Products and/or Services provided by CloudClevr (each a “User” and together the “Users”).

1.4. Supplier may change this AUP from time-to-time and publish the latest version on its website at https://cloudclevr.com/terms-and-policies/. The latest version will be effective immediately upon publication.

1.5. Customer shall procure compliance with this AUP by all of its Users. Customer is liable to CloudClevr for any breaches of this AUP by its Users.

2. Fair Usage and Third Party Acceptable Use Policies

2.1. The Customer acknowledges that certain Services may have fair usage policies and/or third party supplier acceptable use policies. Where these apply, Customer shall comply with them.

3. Acceptable Use

3.1. In addition to the Customer’s obligations under the Agreement, in using the Software, Products and/or Services, the Customer shall, and shall procure that all its Users shall:

abide by all local, national, and international laws and regulations applicable to Customer’s use of the Software, Products and/or Services, including without limitation all laws and administrative regulations relating to the control of exports of commodities and technical and/or Personal Data, and shall not allow any of its personnel or Data Subjects to access or use the Equipment, Software and/or Services in violation of any export embargo, prohibition or restriction;
provide any required notifications to Data Subjects, and obtain all rights and requisite consents from Data Subjects in accordance with all applicable Data Protection Laws and other laws in relation to the collection, use, disclosure, creation and processing of Personal Data in connection with the Agreement and the use and delivery of the Software, Products and/or Services;
not to sell, resell, license, sublicense, distribute, offer, rent or lease the Software and/or Services, or otherwise make the Software and/or Services or any part thereof (including associated documentation) available to any third party, or use the Software and/or Services as an agent or on behalf of any party other than Customer and any permitted affiliates; and
not use the Software, Products and/or Services for illegal purposes;
not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. Supplier may remove any violating content posted on the Services or transmitted through the Services, without notice to Customer;
not inspect, possess, use, copy, modify, reverse engineer, or create derivative works of or attempt to discover the source code used to create any program or other component of the Software, Products and/or Services, except as expressly permitted by applicable laws;
not probe, scan or test the efficacy or vulnerability of the Software and/or Services, or take any action in an effort to circumvent or undermine the Software and/or Services, except for the legitimate testing of the Software and/or Services in coordination with Supplier in connection with considering an order of Software and/Services as part of any proof of concept or trial;
not send, receive or store any material which infringes copyright, trademark or other any other intellectual property law, or to upload, post, publish or transmit any information or software that is protected by copyright or other ownership rights without the permission of its owner;
not knowingly upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the hosted environment, the Services, or another’s computer;
not knowingly interfere with another customer’s use and enjoyment of software, products and/or services or another entity’s use and enjoyment of similar services;
not knowingly engage in contests, chain letters or post or transmit “junk mail,” “spam,” “chain letters,” or unsolicited mass distribution of email or other messages through or in any way using the Software, Products and/or Services;
not to interfere or disrupt the Services, any networks through which the Services are delivered or on which they rely, or any other infrastructure related to the Services;
not to post, promote or transmit through the Software, Products and/or Services any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful or otherwise objectionable information or content of any kind or nature;
not to trunk or forward extensions or numbers associated with the Software and/or Services to a private branch exchange or key system or to other numbers that can process multiple calls simultaneously.

4. Data, System Security and Backup

4.1. In addition to the Customer’s obligations under the Agreement, the Customer accepts that:

except where data back-up is expressly included in the Services (and only to the extent described therein), Users are responsible for the backup of their data;
Users are responsible for the security of their own devices that are directly or indirectly connected to the Services;
Login details may not be shared and passwords must be regularly changed, meet minimum complexity criteria and be kept secure;
it may not perform any form of security or penetration testing on any system Supplier manages without Supplier’s express prior written authorisation; and
the security of the services used by Customer and its Users is the Customer’s responsibility. Customer shall ensure that passwords are kept secure. CloudClevr is not responsible for any negative consequences (e.g. lost or corrupted files) incurred by Customer’s or its Users’ failure to employ adequate security measures.

5. Enforcement

5.1. CloudClevr may investigate any suspected violation(s) of this AUP, which may include gathering information from the User involved and any complaining party, and examination of material on our servers, networks or any other equipment associated with the Services. Customer and its Users shall comply with such investigation. A breach of this AUP by Customer or its Users is a material breach of the Agreement.

5.2. Without prejudice to Supplier’s other rights and remedies under the Agreement, Supplier may, in Supplier’s sole discretion, warn, suspend, restrict or terminate a User’s service for violation of any of part of this AUP at any time and without warning.

Data Processing Agreement

1. Application, Definitions, and Interpretation

1.1. This data processing agreement (“DPA”) forms part of (1) any CloudClevr Master Framework Agreement from which it is referenced or (2) any Order made pursuant to CloudClevr’s Customer Terms (in either case, the “Agreement“) and is made effective from the date of the Agreement.

1.2. Save as otherwise set out in this DPA, the Agreement shall remain in full force and effect.

1.3. Capitalised terms used but not defined in this DPA have the meanings set out in the Agreement, and capitalised terms defined below shall have the meaning set out in this DPA. To the extent of any conflict between a term defined in this DPA and in the Agreement, for the purposes of this DPA only, the defined terms set out in this DPA shall prevail.

1.4. Definitions:

“Customer Personal Data” means Personal Data provided to CloudClevr for Processing as part of the provision of the Services;
“Data Processing Instructions” means the Processing activities which may be performed by CloudClevr in relation to Customer Personal Data, as set out in the Schedule;
“Data Protection Legislation” means the Data Protection Act 2018, UK GDPR and any other applicable data protection legislation, each as amended, supplemented, or replaced from time to time;
“Services” means the services set out in an Order Form entered into under the Agreement;
“Standard Contractual Clauses” means model clauses approved by the Supervisory Authority, as amended, replaced and updated from time to time, which enable the export of Personal Data to a territory has not been deemed adequate for data protection purposes under Data Protection Legislation;
“Subprocessor” means any person or entity appointed by or on behalf of the Processor to process personal data on behalf of the Data Controller;
“Supervisory Authority” means, in the case of the UK, the Information Commissioner;
“Territory” means the UK and the European Economic Area; and
“UK GDPR” means the retained version of Regulation (EU) 2016/679 (“GDPR”) as it forms part of the law of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419);

1.5. “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, and “Processing” shall have the meanings set out in Data Protection Legislation.

1.6. The rules of interpretation set out in the Agreement shall apply to this DPA.

2. Relationship between the Parties

2.1. Where CloudClevr provides any Services to the Customer which involves any of the activities set out in the Data Processing Instructions, the Customer, as Data Controller, instructs CloudClevr, as Data Processor, to Process the Customer Personal Data in accordance with this DPA.

3. Data Processing

3.1. Each Party shall comply with Data Protection Legislation as it relates to the Agreement.

3.2. The Customer is solely responsible for establishing the lawful basis for the processing of Customer Personal Data by CloudClevr under the Agreement, including where applicable the obtaining of all necessary consents from Data Subjects, and shall notify CloudClevr on request of the applicable lawful basis for any processing CloudClevr is required to perform.

3.3. In respect of the Processing of Customer Personal Data, CloudClevr shall:

only act on the documented written instructions of the Customer;
immediately inform the Customer if, in its opinion, an instruction infringes Data Protection Legislation; and
only process Customer Personal Data other than in accordance with clause 3.3(a) only if required to do so by law, in which case CloudClevr shall inform the Customer of the relevant legal requirement before processing (unless that legal requirement prohibits such information being provided to the Customer on the grounds of public interest).

3.4. The Data Processing Instructions sets out the subject matter and other details regarding the Processing of the Customer Personal Data contemplated as part of the Services, including Data Subjects, categories of Personal Data, special categories of Personal Data, Subprocessors and description of Processing. CloudClevr may update the Data Processing Instructions from time to time to reflect changes to the solutions which may form part of the Services.

4. CloudClevr Personnel

4.1. CloudClevr shall ensure that persons authorised to undertake Processing of Customer Personal Data have:

committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and
undertaken appropriate training in relation data protection;

5. Security

5.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, CloudClevr shall in relation to the Customer Personal Data implement appropriate technical and organisational measures designed to provide a level of security appropriate to that risk in the provision of the Services.

6. Subprocessing

6.1. Customer acknowledges that the Services may involve the appointment of Subprocessors, as further outlined in the Data Processing Instructions. Customer authorises the appointment of such Subprocessors in accordance with this DPA, including data centre operators, cloud service providers and support providers, in each case where applicable to support the delivery of the Services.

6.2. Where Subprocessors are engaged, CloudClevr shall:

inform the controller of any intended changes concerning the addition or replacement of Subprocessors;
implement a written contract containing substantially similar data protection obligations as set out in this agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation; and
remain liable to the Customer for the performance of the Subprocessor’s obligations.

6.3. CloudClevr may inform the Customer of any such change to Subprocessors by either (i) notifying the Customer by email, or (ii) updating the list of Subprocessors in the Data Processing Instructions and publishing such updated list to the CloudClevr website. Where the Customer has an objection to the appointment of any new Subprocessor, provided such objection relates to Data Protection Legislation, Customer must notify CloudClevr promptly and in any event within fourteen (14) days of such notice. Both Parties shall discuss in good faith measures to address any such objection.

6.4. Customer acknowledges and accepts that Subprocessors themselves may appoint their own subprocessors, Subprocessors will either publish a list of their own subprocessors on their website or provide this information upon request.

7. Assisting the Customer

7.1. CloudClevr shall, having regard to the nature of the Services, the Processing, and the information available to CloudClevr, provide reasonable assistance to the Customer upon written request:

in meeting the Customer’s obligations under the Data Protection Legislation with respect to data security, breach notification, data protection impact assessments and prior consultation with or notification to a competent data protection supervisory authority;
by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subjects rights, as provided for in Data Protection Legislation; and
make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, provided that to meet this request, CloudClevr may provide confidential extracts of audit reports, certificates demonstrating compliance with relevant standards, and other information which CloudClevr may reasonably determine, and Customer acknowledges and accepts that on-site visits are not possible.

7.2. Where any assistance requested pursuant to this clause 7 involves more than one (1) day of effort, CloudClevr reserves the right to charge Customer for the applicable Professional Services at its then current rates.

8. Personal Data Breach

8.1. CloudClevr shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach, providing the Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Data Protection Legislation. Such notification shall at a minimum:

describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;
communicate the name and contact details of CloudClevr’s data protection officer or other relevant contact from whom more information may be obtained;
describe the likely consequences of the Personal Data Breach in so far as CloudClevr is able to ascertain having regard to the nature of the Services and the Personal Data Breach; and
describe the measures taken or proposed to be taken to address the Personal Data Breach.

8.2. CloudClevr shall co-operate with Customer and take such reasonable steps as are necessary to assist in the investigation, mitigation, and remediation of each such Personal Data Breach.

8.3. Where, and in so far as, it is not possible to provide all the information referred to in clause 8.1 at the same time, the information may be provided in phases without further undue delay.

9. Deletion or Return of Customer Personal Data

9.1. Within thirty (30) days from termination or expiry of the Agreement (the “Return Period”), and subject to Section 9.4 below, at Customer’s request, CloudClevr will either delete or return available Customer Personal Data. At the expiry of the Return Period, if the Customer has not elected either of the foregoing CloudClevr may delete and destroy all Customer Personal Data without notice or liability to Customer.

9.2. Where Customer requests CloudClevr return available Customer Personal Data, CloudClevr may fulfil this request by making Customer aware of functionality within the Services that enables Customer to retrieve the Customer Personal Data without additional Processing by CloudClevr. If Customer declines to use this functionality, Customer may, within the Return Period, request that CloudClevr return the available Customer Personal Data under an Order for the applicable Professional Services.

9.3. CloudClevr shall provide written confirmation to Customer that it has with this clause 9 within thirty (30) days of Customer’s request for such confirmation.

9.4. CloudClevr may retain Customer Personal Data to the extent required by Data Protection Legislation and only to the extent and for such period as required by Data Protection.

10. International Data Transfers

10.1. CloudClevr is established and primarily operates in the United Kingdom, and CloudClevr’s primary data storage and cloud hosting locations are in the Territory.

10.2. Further to clauses 6.1 and 6.4, Customer acknowledges and accepts that provision of the Services may involve the export of Customer Personal Data outside the Territory. Subprocessors will either publish a List of such jurisdictions on their website or provide this information upon request.

10.3. CloudClevr will only export Customer Personal Data outside of the Territory:

where the recipient is in a jurisdiction deemed to have an adequate level of data protection;
where the recipient has binding corporate rules;
where the recipient is subject to Standard Contractual Clauses; or
where the recipient is subject to a code of conduct or approved certification mechanism, in each case, in a form, or otherwise, as approved by the Supervisory Authority.

10.4. CloudClevr may conclude Standard Contractual Clauses in the name of CloudClevr but for the benefit of Customer as it relates to the provision of the Services, and Customer authorises CloudClevr to conclude such agreement in CloudClevr’s own name, and acknowledges and accepts that such agreement may be for the benefit of multiple customers.

11. Notices

11.1. The CloudClevr Data Protection Officer can be contacted by email at compliance@cloudclevr.com. The Customer may provide, by email to the foregoing address, details of the Customer’s primary point of contact for the purposes of any notices arising from this DPA.

Schedule – Data Processing Instructions

Data Processing Overview	These Data Processing Instructions form part of the Agreement, and should be read in conjunction with the clauses relating to Data Processing and Security. This table sets out the circumstances in which CloudClevr may be considered a Data Processor for the Customer, and the related categories of data, data subjects and vendors. Due to the breadth of the CloudClevr offering, the nature of data processing for each customer will vary depending on the solutions deployed. In this table CloudClevr sets out the most common processing types CloudClevr performs for its customers. CloudClevr works closely with its vendors, and in some cases those vendors may be considered sub-processors for CloudClevr or direct processors for the Customer. Customers may receive Services which comprise multiple solutions. The Order Form(s) will set out the solutions procured by the Customer.
CloudClevr Processing Activity	Professional Services	Where a Customer engages CloudClevr to provide Professional Services, including configuration, installation, consulting, or other Services, then CloudClevr may process Customer Personal Data as part of this engagement. Professional Services are primarily delivered at the outset of a project but may also be performed during the term. This processing may relate to either on-premise or hosted solutions and may involve the sharing of Customer Personal Data with third party vendors who deliver elements of the Services. The Customer Personal Data processed as part of a Professional Services engagement will vary depending on the nature of the solution(s) to which the engagement relates, and additional information on the project is typically set out in a statement of work or high level design document.
	Support Services	CloudClevr provides customers with support and maintenance services through its support team. The Service Desk is the Customer’s point of contact to raise any incidents or service requests, and can be contacted by telephone, email or through the customer portal. The processing which may occur through the provision of Support relates to day-to-day Customer support requests in relation to the Services, including faults, errors, system failure, configuration queries, updates, and other issues. Login and contact information captured through the Support Services is dealt with in accordance with CloudClevr’s Privacy Policy, as CloudClevr is a data controller of that Personal Data. Beyond the login and contact information, the Customer may provide Customer Personal Data as part of the Support request, including attachments, explanatory text, or other information which will be used to triage the request, and this Customer Personal Data will be processed by CloudClevr in accordance with the Agreement. Depending on the nature of the request. CloudClevr may need to remotely access the Customer’s on-premise or hosted environment and as a result may have access to Customer Personal Data. In some cases, CloudClevr may need to escalate the Support case to a third party vendor which delivers elements of the Services. Additional information on the nature of the Service Desk is set out in the Service Guide.
	Cloud Services	Cloud Services may include (i) hosting, (ii) a subscription to software as a service or (iii) provision of infrastructure as a service, in each case managed either by CloudClevr or a third party vendor. Where the Customer subscribes to Cloud Services, Customer through their use of the Cloud Services will upload, either manually or automatically, data to the Cloud Services to use the solution for business purposes. Some of the data which may be uploaded to the Cloud Services may include Customer Personal Data. Depending on the exact Cloud Services procured, the specifics of the categories of data and data subjects will vary. Where CloudClevr are providing Managed Services or Support in relation to the Cloud Services, then CloudClevr will be Customer’s Data Processor, and CloudClevr will appoint a third party hosting vendor to provide the infrastructure elements of the Services. Where CloudClevr is only reselling Cloud or Hosting Services, and not providing any value-added services like managing the environment or providing support, CloudClevr will not be considered a Data Processor. In those circumstances the vendor delivering the Services will be the Customer’s Data Processor and their data processing agreement will apply.
	Managed Services	Managed Services may delivered along with a combination of Professional Services, Support and/or Cloud Services. This may also include several different products or solutions, each of which may involve different third party vendors. As part of delivering the Managed Services, CloudClevr may process Customer Personal Data either provided to CloudClevr by the Customer or collected by CloudClevr for and on behalf of the Customer. CloudClevr provide multiple Managed Services, including managing aspects of the Customer’s network, its telephony and unified communications, and cyber-
CloudClevr as a Data Controller	As part of its day-to-day interaction with the Customer, CloudClevr may be considered a Data Controller in the circumstances set out in its Privacy Policy. These include marketing, finance, billing, processing orders, and account management. For the avoidance of doubt, CloudClevr does not become a Data Controller of Customer Personal Data. CloudClevr will process Personal Data for which it is a Data Controller in accordance with the Privacy Policy and this is outside the scope of the Agreement.
Categories of Personal Data	The Categories of Personal Data will vary depending on the solution(s) and configuration, however common categories of Personal Data are: Customer’s employees: name, title, email, telephone number, department, ID number, contact history, system usage, call durations, job title, IP address, and login credentials. Customer’s end-customers: name, title, email address, telephone number, contact history, account number, and IP address. Additional categories of Personal Data may be provided by Customer or collected by CloudClevr on behalf of the Customer either as part of (i) a Professional Services engagement, (ii) a Support request, (iii) through Cloud Services, or (iv) through the Managed Services.
Special Category Data	As additional categories of Personal Data may be provided by Customer as noted above, it is possible that from time-to-time Customer instructs CloudClevr to Process special categories of Personal Data. Due to the solutions and services CloudClevr provides, some solutions are less likely than others to involve any special categories of Personal Data. Where applicable, Customer must inform CloudClevr of this intention prior to instructing this Processing.
Data Subjects	The data subjects will vary depending on the solution(s) and configuration, however common data subjects are: Employees, clients, end-customers and suppliers of Customer Employees or contractors of Customer who contact CloudClevr’s Service Desk The Customer determines which Data Subjects form part of the Processing and therefore these categories may change depending on Customer’s use of the solution(s).
Duration of Processing	The duration of processing will vary depending on the solution(s) and configuration, but common durations are: Support and Professional Services: Personal Data is processed only for as long as is necessary to provide the Support and/or Professional Services. Cloud Services and Managed Services: Personal Data is stored for the duration of the Services and is deleted or returned to Customer as set out in the data processing agreement or as otherwise amended or deleted by Customer during the Term.
Third Party Vendors (Subprocessors)	As noted throughout these Data Processing Instructions, depending on the solution(s) and configuration, third party vendors may be engaged either as a Subprocessor to CloudClevr, or as a direct processor to the Customer. The Order Form(s) will set out the solutions procured by the Customer, and these Order Forms, together with any statement of work, high level design, end user agreement, or other supporting documentation, may also identify such vendor(s). Third party vendors may be engaged in any of the above processing activities, for the following purposes: Professional Services: to assist in the implementation or configuration of the solution(s), whether as the software or equipment vendor, or a third party subcontractor to CloudClevr. Support Services: in the case of the solution vendor or equipment manufacturer, to provide support in cases requiring escalation from the CloudClevr Service Desk, or a third party subcontractor to CloudClevr to provide overflow or out of hours support. Cloud Services: to provide the supporting infrastructure, software as a service, or other cloud or hosting services. Managed Services: to provide the supporting infrastructure, software as a service, monitoring, alert detection, direct routing, or other services which form part of the Managed Services. CloudClevr’s most frequently used third party vendors are listed at https://cloudclevr.com/partners/. By signing the Agreement and/or placing an Order, Customer authorises the appointment of these vendors as subprocessors or processors (as applicable) for the Services. Additional information about the vendors and their data processing credentials is available from CloudClevr upon request.

Service Description for General Managed Services

1. Scope and Overview

1.1. This Service Description forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.

(either such contract being, as applicable, the “Agreement“).

1.2. Words and expressions defined in the Agreement shall have the same meaning when used in this Service Description.

1.3. This Service Description supplements the Agreement and an associated Order for General Managed Services by:

describing the managed services available from CloudClevr including the associated service framework;
describing the specific scope of General Managed Services to be delivered to the Customer, which is subject to the volume, user and other commercial limitations set out in the relevant Order and the General Managed Services Scoping Document attached to it; and
setting out the obligations of CloudClevr and/or Customer in relation to the General Managed Services.

1.4. This Service Description is subject to and forms part of Schedule 5 (Software, Cloud Services and Managed Services) of the Agreement from which it is referenced.

2. Additional Definitions:

“Authorised Caller” means Customer personnel, as agreed by Customer and CloudClevr, authorised to contact CloudClevr for Service Requests;
“Call Window” means between the hours of 9:00 AM and 5:30 PM GMT on Business Days;
“Designated Service Engineer” means the CloudClevr personnel designated by CloudClevr as the Managed Service interface to the Authorised Caller;
“General Managed Services” means the provision of the Managed Services described in this Service Description and that will be provided to the Customer subject to the scope, volume and other commercial parameters and limitations set out in the applicable Order and (where relevant) General Managed Services Scoping Document;
“General Managed Services Scoping Document” means the document attached to an Order for Managed Services defining the scope of services, end users served, relevant customer site and other commercial parameters of the General Managed Services.
“Incident” means a circumstance that causes Customer to contact the Support Desk for Support as defined in the General Support Desk Service Description;
“Initial Response” means a Designated Service Engineer accepting the Service Request ticket and confirming receipt of request to Customer;
“MAC” means move, add or change.
“MAC Bundle” means a defined amount of time purchased in advance by Customer for the purpose of Service Requests;
“Managed Product” means software, service or cloud service in relation to which CloudClevr shall deliver General Managed Services;
“One-Off MAC Bundle” means a MAC Bundle purchased as a block for one-time or annual use (e.g. 8 hours/year).
“Priority Level” means the classified severity level associated with each Service Request.
“Recurring Managed Service” means a Charge applied per month for the purpose of Service Requests;
“Recurring MAC Bundle” means a MAC Bundle purchased on a calendar month basis (e.g. 4 hours/month), where time allocation for each must be used within the relevant monthly period.
“Service Desk” means the dedicated service desk provided by CloudClevr, which must be accessed via a Supported Channel, that provides General Managed Services to Customer;
“Service Request” means a request from the Customer to CloudClevr to perform a MAC for a Managed Product;
“Supported Channel” means the method by which an Authorised Caller can raise an Incident or Service Request. This includes via the Support Desk service portal, Support Desk email address, and Support Desk phone number as defined in this Service Description or by other means designated in writing by CloudClevr;
“Target Response Times” the period of time set out to a Service Request within which CloudClevr, using its reasonable endeavours, will respond to that Service Request and provide an Initial Response.

3. Scope of General Managed Services

3.1. CloudClevr shall deliver General Managed Services to the Customer as defined in this paragraph 3 (such service, the “General Managed Services”), subject always to the volume, user and other commercial limitations set out in the relevant Order, the relevant General Managed Services Scoping Document, and the Agreement.

3.2. Subject to paragraph 3.3 below, CloudClevr provides General Managed Services only in relation to Managed Products that are:

confirmed as covered in an Order for General Managed Services and the associated General Managed Services Scoping Document; and/or
sold to the Customer during the applicable General Managed Services Order Term pursuant to an Order for such Managed Products, provided that such Order also confirms that such Managed Products will fall into scope for another, existing Order for General Managed Services; and/or;

3.3. General Managed Services are only provided for Managed Products that meet the requirements of paragraph 3.2 and are:

explicitly identified within this Service Description as eligible for managed support; or
not explicitly identified in this Service Description but which are brought into scope of the General Managed Services by a written agreement of the parties that amends an Order for General Managed Services by including a revised General Managed Services Scoping Document bringing such Managed Product into managed service scope. Such extension of scope may occur in consequence of a customer request, a CloudClevr audit, or otherwise.

3.4. General Managed Services as defined above are provided only for the Term of the relevant Order for General Managed Services. Where Managed Products are added into scope part way through the Term of such an Order (e.g. pursuant to paragraph 3.2(b) above) then such additional General Managed Services are provided only for the relevant remaining part of the applicable General Managed Services Term.

3.5. All General Managed Services are provided subject to payment of the applicable Charges defined in this Service Description and the Agreement. Customer acknowledges and agrees that the extension of managed service scope pursuant to paragraph 3.2, 3.3 or otherwise may extend the scope of the Charges.

3.6. Products and services not identified as in scope for General Managed Services within this Service Description, or brought into such scope under paragraph 3.3(b) above, are not covered by General Managed Services.

3.7. The initial list and quantity of Managed Products covered by General Managed Services are defined in the applicable Order and General Managed Services Scoping Document, each of which may be revised by the agreement of the parties as contemplated at paragraphs 3.2 and 3.3 above.

Related IT Supplies

3.8. Subject to paragraph 9 below, for all General Managed Services requiring CloudClevr support, configuration deployment or other use of third party hardware, connectivity, software or services used in the Customer’s business (each, a “Required Supply”), it is the responsibility of the Customer to:

purchase all such Required Supplies from relevant third parties;
hold all required licences, consents and agreements with relevant third parties;
comply with all relevant licences, consents and agreements (as applicable); and
maintain rights for CloudClevr to so use such Required Supplies pursuant to its delivery of the General Managed Services and to interact with such third parties on behalf of the Customer.

3.9. If, in connection with General Managed Services, the Customer and CloudClevr agree that certain Required Supplies may be purchased via CloudClevr, then the parties shall execute a corresponding Order for the relevant Products, Connectivity Services, Software and/or Cloud Services (as the case may be), in which event:

the applicable Agreement and Schedules shall apply to such Order;
CloudClevr will supply or arrange supply of such items in accordance with the Order, the Agreement and applicable Schedules; and
for the avoidance of doubt, such supplies via CloudClevr are not, under this Agreement, supplies of General Managed Services, but are instead are supplies of Products, Connectivity Services, Software and/or Cloud Services (as relevant).

3.10. Customer acknowledges that any termination of the Required Supplies will:

prevent the Customer from making use of such Required Supplies; and
may prevent the Customer from receiving the General Managed Services;

however any such termination shall not entitle the Customer to terminate and/or to receive any refund under relevant Orders.

3.11. General Managed Services are provided only for the Term of the relevant Order for General Managed Services.

4. General Managed Services Operation

4.1. Customer must submit a Service Request via a Supported Channel during the Call Window.

4.2. Customer must provide adequate information for each Service Request to enable the Designated Service Engineer to complete the requested activity, including but not limited to:

Clearly defining the Product or Service.
Clearly defining the change required.
Clearly defining the preferred date and time for the change to be actioned.

4.3. CloudClevr may decline or close a Service Request which is incomplete, ambiguous, or lacking required information.

4.4. CloudClevr shall acknowledge receipt of each Service Request received, and shall respond to such Service Request in accordance with the Target Response Times.

4.5. On receipt of a Service Request, CloudClevr shall, through its Designated Service Engineer, at its sole option:

carry out remote checks where required in preparation for actioning the Service Request, and/or
carry out remote activity to complete the Service Request

4.6. CloudClevr may at its sole discretion complete Service Requests on-site upon request by the Customer, where:

On-site visits will be subject to an additional fee.
On-site visits will be subject to scheduling and subject to CloudClevr engineer availability at the time each Service Request is raised.

4.7. The duration of time logged for each Service Request by CloudClevr includes all qualification, preparation, configuration, testing and communication activities with the Customer to allow the Service Request to be completed.

4.8. Each individual MAC request includes up to one (1) hour of delivery effort; any time required beyond this will be chargeable at CloudClevr’s prevailing hourly or daily rates and must be quoted and approved by the Customer in advance.

4.9. Service Requests are limited to the Products and Services considered under Support by CloudClevr where activities to complete a Service Request may include:

Reconfiguration of applicable Products or Services;
Relocation of applicable Products or Services;
Activation or deactivation of currently licensed service features of the applicable Products or Services.

4.10. CloudClevr shall not be required to respond to Service Requests in the sequence in which they are received.

4.11. Service Requests are to be delivered during Work Hours only.

4.12. Where a Service Request is agreed by CloudClevr to be delivered outside of Work Hours these may incur an out of hours charge or out of hours rate. This additional charge will be notified in advance by CloudClevr and must be approved by Customer in writing before the Service Request is to be actioned.

5. Charges

5.1. Charges payable for General Managed Services (if any) are set forth in the applicable Order.

5.2. CloudClevr may adjust the Charges at any time if:

changes are made to the Managed Product which affect the General Managed Service provided,
revised software is installed in the Managed Product for any reason,
the software installed in the Managed Product is no longer in accordance with the manufacturer’s guidelines,
the Managed Product is extended by the addition of further hardware or software, and/or
otherwise in accordance with the Agreement.

5.3. Any adjustment to the Charges pursuant to paragraph 2 shall be pro-rated for the remainder of the applicable Term and the Customer shall pay the amount of such adjustment forthwith in accordance with the Agreement and Schedules.

5.4. If the Customer is permitted to pay the Charges by instalments then each instalment must be paid before the start of the period of the Term to which it relates.

5.5. Any Service Request completed out of Work Hours, as agreed by CloudClevr, will be subject to an out of hours rate of 1.5 times the Working Hours rate.

5.6. Where a Service Request schedule has been confirmed by CloudClevr, a Customer request to cancel or reschedule may incur additional charges to the extent CloudClevr cannot reschedule its applicable resources..

5.7. The Charges payable for General Managed Services are payable in advance and subject to paragraph 6.

5.8. Where a Service Request may incur additional charges to complete, these charges must be agreed in advance by Customer prior to CloudClevr starting activity to complete the Service Request.

6. MAC Bundles

6.1. Customer may purchase One-Off MAC Bundles that deliver a defined amount of time which can be used by CloudClevr to complete Service Requests, where:

The maximum Term applicable for each MAC bundle purchased is 12 month and all time must be used within the Term unless otherwise agreed by CloudClevr.
Any time purchased not used within the Term will expire at end of the Term and cannot be rolled over into another Term unless otherwise agreed by CloudClevr.
Expired or unused time is non-refundable and non-transferable.

6.2. Customer may purchase Recurring MAC Bundles that deliver a set amount of time each calendar month which can be used by CloudClevr to complete Service Requests, where:

Any time purchased not used within each calendar month period expires and cannot be rolled over into a subsequent calendar month or Term.
Expired or unused time is non-refundable and non-transferable.

6.3. For each Service Request or group of associated Service Requests raised by Customer:

CloudClevr may notify the Customer the estimated time to complete the Service Request where the estimated time is greater than 1 hour.
Customer must confirm acceptance for CloudClevr to proceed with the Service Request based on the estimated time.
The actual time to complete the Service Request may differ from the estimated time provided by CloudClevr, and CloudClevr will update the Customer if the estimated time changes significantly.
Customer will be notified if there is not enough time remaining within a MAC Bundle to complete a Service Request.
CloudClevr may decline or close a Service Request which exceeds the available time remaining within a MAC Bundle to complete.

6.4. Once all purchased time within a MAC Bundle is utilised, no further Service Request will be actioned by CloudClevr, until additional time is purchased by the Customer.

6.5. CloudClevr shall provide Customer access to reports at an agreed schedule and method which define the total amount of time consumed and total remaining time for each purchased MAC Bundle.

6.6. All determinations of MAC Bundle usage are at the sole discretion of CloudClevr.

7. Authorised Caller Requirements

7.1. Customer must ensure that an Authorised Caller is sufficiently familiar with the use of a Managed Product prior to contacting the Service Desk to raise a Service Request.

7.2. An Authorised Caller must raise a Service Request and be able to articulate the nature of the issue clearly in the English language.

8. Accessing the Service Desk

8.1. Only approved contact methods and contact addresses must be used by Customer to access the Service Desk for communication related to Service Requests to be considered as a Supported Channel.

8.2. Any changes to the contact method or contact address will be notified in writing by CloudClevr to Customer. Such notification may be via website post, email or otherwise.

9. Service Coverage

9.1. Service Requests must only be raised by the Customer during the Call Window.

9.2. Where a Service Request is raised during the Call Window it will be subject to the Service Level, as set out in paragraph 11

9.3. Where a Service Request is raised outside of the Call Window, CloudClevr shall attempt to resolve such Service Request, however the Service Levels shall only apply from the next Call Window.

9.4. Customer must allow the Designated Service Engineer handling a Service Request to remotely access the Managed Product.

10. Severity

10.1. Service Requests by default are considered non-urgent and by definition are automatically set as Priority Level 3, where the following terms may be commonly interchanged in CloudClevr documentation and systems for each Priority Level:

“P1” is considered priority 1, urgent, critical
“P2” is considered priority 2, high, major
“P3” is considered priority 3, medium, minor
“P4” is considered priority 4, low, informational

10.2. Service Requests may only be upgraded in severity and Priority Level upon request by Customer in agreement with and by the sole discretion of CloudClevr.

10.3. The Priority Level may be changed for an open Service Request based upon new information or contact by Customer with CloudClevr; changes to the Priority Level shall not be done by CloudClevr without Customer’s prior agreement, which shall not be unreasonably withheld.

11. Service Levels

11.1. CloudClevr shall use reasonable endeavours to deliver the Target Response Times by Priority Level subject to paragraph 10 as defined below:

Service Coverage	Priority Level	Target Response Time (Working Hours)
Working Hours	P1	4
Working Hours	P2	8
Working Hours	P3	16
Working Hours	P4	24

11.2. The time period to complete a Service Request is subject to CloudClevr engineer availability at the time the Service Request is raised.

12. Managed Service Conditions

12.1. For each Managed Product the Customer must have an associated Support Service in place as defined in the General Support Desk Service Description.

12.2. General Managed Services are delivered as a remote service only.

12.3. The Customer shall allow CloudClevr full, free and timely access to the Managed Product whether remotely or on site and shall procure all necessary facilities, services, consents and permissions and provide adequate working and storage space and such other facilities as CloudClevr may require.

12.4. The Customer shall provide such access at its own expense for remote assessment of the Managed Product as CloudClevr may request. This may include the provision of a direct exchange line (a public switched telephone network line) within the same connection area as the Supported Product location and/or virtual private network access to support the Supported Product and/or applications thereto as appropriate.

13. Managed Service Limitations

13.1. CloudClevr may decline or delay Service Requests where such a request will cause the Managed Product to be non compliant with the manufacturer’s specifications or general best practice setup guidance of CloudClevr and/or the manufacturer;

13.2. CloudClevr shall charge and the Customer shall pay for CloudClevr employees’ time at its then current rates and for any expenses incurred by CloudClevr in responding to a Service Request in the event that the Customer is in breach of any of its obligations under this Service Description.

13.3. In the event that CloudClevr at its sole discretion and at any time determines that the Managed Product is incapable of being managed to an acceptable standard then CloudClevr may terminate the General Managed Service by giving not less than ninety (90) days’ notice to the Customer. CloudClevr’s liability to the Customer in respect of such termination shall be limited to a pro-rata refund of the Charges related to the General Managed Service for the then current Term. If the Managed Product is incapable of being managed to an acceptable standard due to the Customer’s acts or omissions, then the Customer shall not receive a pro-rata refund but instead shall be liable to pay the Early Termination Charges in addition to any Charges outstanding at the date of termination.

14. General Managed Service Exclusions

14.1. The following are outside the scope of this Service Description:

Managed IT Services;
Managed Cyber Security Services;
Handling of any Incident;
Service requests for products, services or cloud services not supplied by CloudClevr unless otherwise agreed by CloudClevr;
Service requests for products, services or cloud services that do not have an associated Support Service with CloudClevr unless otherwise agreed by CloudClevr.

14.2. General Managed Services do not allow deployment of any new services, features, or systems unless otherwise agreed by CloudClevr.

14.3. General Managed Services should not require any associated design documentation to be provided before execution of the Service Request.

14.4. General Managed Services do not allow upgrade of software unless otherwise agreed by CloudClevr.

14.5. CloudClevr shall incur no liability whatsoever in the event that Service Levels cannot be met or exceeded due to the acts or omissions of the Customer.

14.6. CloudClevr shall be under no obligation to provide General Managed Services pursuant to the Agreement in the event that the Customer is in breach of any of its obligations under this Service Description including but not limited to its payment obligations.

Service Description for General Support Desk

1. Scope and Overview

1.1. This Service Description forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.

(either such contract being, as applicable, the “Agreement“).

1.2. Words and expressions defined in the Agreement shall have the same meaning when used in this Service Description.

1.3. This Service Description describes CloudClevr’s General Support Desk offering that will apply to any CloudClevr Support Services contracted via an Order.

1.4. Except to the extent expressly referenced in the Service Description re Managed Cyber Services, located at https://cloudclevr.com/terms-and-policies/, this General Support Desk Service Description does not apply to the support services provided by CloudClevr as part of its Managed Services offerings. The support associated with Managed Services is typically tailored to the relevant Managed Service and details can be found in the relevant Managed Service Service Description document.

2. Additional Definitions:

“Authorised Caller” means Customer personnel, as agreed by Customer and CloudClevr, authorised to contact CloudClevr for Support;
“Call Window” means between the hours of 9:00 AM and 5:30 PM GMT on Business Days;
“Designated Support Engineer” means the CloudClevr personnel designated by CloudClevr as the Support interface to the Authorised Caller;
“Error” means a reproducible or repeated condition of the Supported Product which causes it not to function substantially in conformance with published specifications or related technical documentation. Errors are classified according to the applicable Problem priority.
“Extended Call Window” means 24 hours a day, 7 days a week, 365 days a year or such other scope of coverage as is defined in the relevant Order and/or Support Services Scoping Document;
“Incident” means a circumstance that causes Customer to contact the Support Desk for Support;
“Initial Response” means a Designated Support Engineer accepting the ticket and confirming receipt of request to Customer;
“Problem” means any function impairment, including but not limited to an Error, that causes reduced functionality to the Supported Product. Problems are classified according to Priority Level defined in paragraph 11;
“Service Change Request” means a request from the Customer to CloudClevr to perform a move, add, change or delete of a Supported Product;
“Support” means the provision of the Support Services described in this Service Description and that will be provided to the Customer subject to the scope, volume and other commercial parameters and limitations set out in the applicable Order and (where relevant) the Support Services Scoping Document;
“Support Desk” means the dedicated support desk provided by CloudClevr, which must be accessed via a Supported Channel, that provides Support to Customer;
“Support Request” means a request from the Customer to CloudClevr for Support made via a Supported Channel;
“Support Services Scoping Document ” means the a document attached to an Order for Support defining the scope of services, product or service, systems, volumes, relevant customer site and other commercial parameters of the Support Services.
“Supported Channel” means the method by which an Authorised Caller can raise an Incident. This includes via the Support Desk service portal, Support Desk email address, and Support Desk phone number as defined in this Schedule or by other means designated in writing by CloudClevr;
“Supported Product” means hardware, software, services or cloud services identified in the Support Services Scoping Document as item(s) in relation to which CloudClevr shall deliver Support Services;
“Target Response Times” have the meanings given in paragraph 12 (Service Levels) of this Service Description.

3. Scope of Support Services for General Support Desk

3.1. CloudClevr shall deliver Support Services to the Customer as defined in this Service Description (such support, the “Support Services”) subject always to the product, service, systems, volume and other commercial limitations set out in the relevant Order, the relevant Support Services Scoping Document and the Agreement.

3.2. All Support Services are provided subject to payment of the applicable Charges defined in the Order (if any such Charges are specified).

3.3. Any products or services not explicitly identified as in scope for Support Services within an Order are not covered for support.

Related IT Supplies

3.4. Subject to paragraph 3.5 below, for all Support Services requiring CloudClevr support, configuration deployment or other use of third party hardware, connectivity, software or services used in the Customer’s business (each, a “Required Supply”), it is the responsibility of the Customer to:

purchase all such Required Supplies from relevant third parties;
hold all required licences, consents and agreements with relevant third parties;
comply with all relevant licences, consents and agreements (as applicable); and
maintain rights for CloudClevr to so use such Required Supplies pursuant to its delivery of the Support Services and to interact with such third parties on behalf of the Customer.

3.5. If, in connection with Support Services, the Customer and CloudClevr agree that certain Required Supplies may be purchased via CloudClevr, then the parties shall execute a corresponding Order for the relevant Products, Connectivity Services, Software and/or Cloud Services (as the case may be), in which event:

the applicable Agreement and Schedules shall apply to such Order;
CloudClevr will supply or arrange supply of such items in accordance with the Order, the Agreement and applicable Schedules; and
for the avoidance of doubt, such supplies via CloudClevr are not, under the Agreement, supplies of Support Services, but are instead are supplies of Products, Connectivity Services, Software and/or Cloud Services (as relevant).

3.6. Customer acknowledges that any termination of the Required Supplies will:

prevent the Customer from making use of such Required Supplies; and
may prevent the Customer from receiving the Support Services;
however any such termination shall not entitle the Customer to terminate and/or to receive any refund under relevant Orders.

3.7. Support Services are provided only for the Term of the relevant Order for Support Services.

4. Support Desk Operation

4.1. Customer shall submit a Support Request immediately when it becomes aware of any Error in any of the Supported Products.

4.2. CloudClevr shall acknowledge receipt of each Support Request received.

4.3. On receipt of a Support Request, CloudClevr shall, through its Designated Support Engineer, at its sole option:

carry out remote diagnostic checks where possible, and/or
provide advice, including as to tests and checks to be carried out by the Customer, by telephone, and/or visit the Customer’s site (subject to paragraph 6) to confirm that there is a Error and to diagnose and correct such Error as appropriate.

4.4. CloudClevr shall take whatever actions it shall deem necessary to correct the Error including (where in scope under the Support Services Scoping Document) the repair or replacement of all or any part of the Supported Product subject to paragraph 13.

4.5. If CloudClevr provides a temporary resolution in response to a Support Request, CloudClevr shall use reasonable endeavours to subsequently provide a permanent resolution.

4.6. CloudClevr may prioritise its servicing of Support Requests as it sees fit and as such is not obliged to respond to Support Requests in the order that they are received.

5. Charges

5.1. Charges payable for Support Services (if any) are set forth in the applicable Order.

5.2. CloudClevr may adjust the Charges for Support Services for the applicable Order if:

the support level is changed;
changes are made to the Supported Product which affect the Support Services provided,
the location of the Supported Product is altered;
revised software is installed in the Supported Product for any reason;
the software installed in the Supported Product is no longer in accordance with the manufacturer’s guidelines; and/or
the Supported Product is extended by the addition of further hardware or software.

5.3. Any adjustment to the Charges pursuant to paragraph 5.2 shall be pro-rated for the remainder of the Term and the Customer shall pay the amount of such adjustment forthwith in accordance with the Agreement and Schedules.

5.4. If under the relevant Order for Support Services the Customer is permitted to pay the Charges by instalments then each instalment must be paid before the start of the period of the Term to which it relates.

5.5. CloudClevr may suspend Service in the event that any other amount due to CloudClevr under the Agreement and Schedules remains unpaid after its due date in accordance with such Agreement and Schedules.

6. Site Visits

6.1. To the extent agreed within the applicable Order Form and the relevant Support Services Scoping Document, CloudClevr may carry out onsite visits pursuant to its delivery of the Support Services. All such visits are subject to the Charges and cover only sites located in the UK mainland and specified within the Order Form and the relevant Support Services Scoping Document.

6.2. Any on-site visits needed by Customer and falling outside the scope of paragraph 6.1 will be subject to an additional fee.

7. Authorised Caller Requirements

7.1. The Customer shall ensure that an Authorised Caller is sufficiently familiar with the use of a Product prior to contacting the Support Desk.

7.2. An Authorised Caller:

shall perform initial troubleshooting before calling the Support Desk and raising an Incident; and
must raise an Incident and be able to articulate the nature of the issue clearly in the English language.

8. Accessing the Helpdesk

8.1. Customer must use only the Supported Channels to access the Support Desk.

8.2. Any changes to the Supported Channels will be notified in writing by CloudClevr to Customer. Such notice may be given in any written form including via email to Customer or via the CloudClevr’s website.

8.3. Where an Incident is raised, Customer must allow the Designated Support Engineer handling the Incident to remotely access the relevant Supported Product.

9. Service Coverage (Call Window)

9.1. Unless otherwise defined in an Order or relevant Support Services Scoping Document, Support for an Incident will be provided to Customer by CloudClevr only during the Call Window.

9.2. Where an Incident is raised during the Call Window it will be subject to the Service Level, as set out in paragraph 12 below.

9.3. Where an Incident is raised outside of the Call Window, CloudClevr may in its sole discretion attempt to resolve such Incident outside such Call Window, however the Service Levels shall only apply from the next Call Window.

10. Service Coverage (Extended Call Window)

10.1. In addition to paragraph 9, and only where defined in an Order or relevant Support Services Scoping Document attached to it, Support for an Incident will be provided to Customer by CloudClevr during the Extended Call Window for Priority Level 1 Incidents and Priority Level 2 Incidents only.

10.2. Where an Incident is raised during the Extended Call Window it will be subject to the Service Level, as set out in paragraph 12 below.

11. Severity

11.1. Upon receipt of each Support Request for a Supported Product, CloudClevr shall, in its sole discretion, classify the severity level based on service impact (the “Priority Level”) as defined below:

Service Impact	Entire Organisation	Multiple Sites / Departments	Single Site / Department	Multiple Users / Single User	Single User
All business functions, no workaround	P1	P1	P1	P2	P3
All business functions, with workaround	P1	P1	P3	P3	P3
Critical business functions, no workaround	P1	P2	P2	P3	P3
Critical business functions, with workaround	P2	P2	P3	P3	P4
Non-critical business functions, no workaround	P2	P3	P3	P4	P4
Non-critical business functions, with workaround	P3	P3	P4	P4	P4
No service impact or issue with third party system	P4	P4	P4	P4	P4

11.2. The Priority Level may be changed by CloudClevr for an open Support Request based upon new information or contact with Customer. Such changes shall not be done by CloudClevr without Customer’s prior agreement, which shall not be unreasonably withheld.

11.3. The following terms may be commonly interchanged in CloudClevr documentation and systems for each Priority Level:

“P1” is considered priority 1, urgent, critical
“P2” is considered priority 2, high, major
“P3” is considered priority 3, medium, minor
“P4” is considered priority 4, low, informational

12. Service Levels

12.1. CloudClevr shall use reasonable endeavours to deliver the Target Response Times by Priority Level subject to paragraph 9 as defined below:

Standard (applicable to Call Window)
Service Coverage	Priority Level	Target Response Time
Working Hours	P1	4 hours
Working Hours	P2	8 hours
Working Hours	P3	16 hours
Working Hours	P4	24 hours

12.2. CloudClevr shall use reasonable endeavours to deliver the Target Response Times by Priority Level subject to paragraph 10 as defined below:

Standard (applicable to Call Window)
Service Coverage	Priority Level	Target Response Time
24x7x365	P1	4 hours
24x7x365	P2	8 hours
Working Hours	P3	16 hours
Working Hours	P4	24 hours

12.3. Priority 1 and Priority 2 Incidents must be notified immediately to the Support Desk using the Support Desk phone number.

13. Hardware Replacement

13.1. To the extent defined within the applicable Order Form and the relevant Support Services Scoping Document, CloudClevr may provide replacement of hardware, or hardware component, to resolve or workaround an Error for a Supported Product.

13.2. The decision for replacement of hardware, or hardware component, to resolve or workaround an Error with a Supported Product is at the sole discretion of CloudClevr.

13.3. CloudClevr may ship replacement hardware to the required site agreed with Customer where:

Customer or an authorised representative is responsible for performing the activities required to replace the hardware under instruction of CloudClevr.
Customer is solely responsible for returning the failed hardware or hardware component to CloudClevr.
CloudClevr will aim to ship hardware in a suitable time period and on a reasonable endeavours basis.

13.4. CloudClevr engineer may attend the required site agreed with Customer with the replacement hardware where:

On-site activity is in scope under paragraph 6.
CloudClevr will aim to attend site in a suitable time period and on a reasonable endeavours basis.

13.5. In the event that CloudClevr deems it necessary to permanently replace any part of the Supported Product then such replacement may be new, factory reconditioned, refurbished, re-manufactured or functionally equivalent and will be furnished only on an exchange basis in that the part of the Supported Product that has been replaced by CloudClevr shall become the property of CloudClevr and the replacement part shall be the property of the Customer (unless it is a Financed Product).

14. Support Conditions

14.1. The Customer shall at all times ensure compliance with all environmental conditions specified for the Supported Product by CloudClevr or by any 3rd party for such Supported Product and for any part or component contained in it.

14.2. The Customer shall allow CloudClevr full, free and timely access to the Supported Product whether remotely or on site and shall procure all necessary facilities, services, consents and permissions and provide adequate working and storage space and such other facilities as CloudClevr may require.

14.3. The Customer shall provide such access at its own expense for remote technical diagnostics of the Supported Product as CloudClevr may request. This may include the provision of a direct exchange line (a public switched telephone network line) within the same connection area as the Supported Product location and/or virtual private network access to support the Supported Product and/or applications thereto as appropriate.

14.4. The Customer shall not cause or allow the Supported Product or any part thereof to be installed, altered, adjusted, repaired, relocated, reinstalled, modified or re-configured, or otherwise interfered with except where undertaken by CloudClevr or with CloudClevr prior written consent.

14.5. The Customer shall at all times ensure that the version(s) of all Software used in connection with the Supported Product is in accordance with the relevant manufacturer’s guidelines and running a supported release.

15. Support Limitations

15.1. Support does not include the diagnosis and/or rectification of any Error that in CloudClevr’s sole opinion is caused other than by normal use including for example Errors arising from:

a cause external to the Supported Product including electrical or other works, failure or fluctuation of electrical power or air-conditioning or any defect or failure in the relevant public telecommunication network;
installation, alteration, adjustment, repair, relocation, reinstallation, modification or re-configuration of or other interference with the Supported Product, including but not limited to the attachment to the Supported Product of any other equipment, whether or not provided by or purchased from CloudClevr, other than by CloudClevr or without CloudClevr consent in writing;
accidental or wilful damage, negligence, misuse, abnormal working conditions, or failure to observe CloudClevr and/or the Supported Product manufacturer’s guidelines and recommendations.

15.2. CloudClevr shall not be required to provide Support in relation to any items supplied to or purchased by the Customer from any supplier including CloudClevr unless such items are specified as part of the Supported Product.

15.3. CloudClevr shall charge and the Customer shall pay for CloudClevr’s staff time at then current rates and for any expenses incurred by CloudClevr in responding to a Support Request if:

the Error is determined by CloudClevr to be:
1. caused other than by normal use;
2. caused or contributed to by the Customer,
the Error is not found and cannot be replicated,
the Customer is in breach of any of its obligations under this Service Description, or
the rectification and/or repair of the Error is not included in this Service Description and the Support Services Scoping Document or relevant Order Form;
CloudClevr determines that no Error exists and that reconfiguration work is required to the Supported Product.
None of the circumstances in this paragraph 15 shall be Errors.

15.4. If CloudClevr in its sole discretion at any time determines that the Supported Product is incapable of being maintained to an acceptable standard then CloudClevr may terminate the Support by giving not less than ninety (90) days’ notice to the Customer. CloudClevr’s liability to the Customer in respect of such termination shall be limited to a pro-rata refund of the Charges related to the Support for the then current Term. If the Supported Product is incapable of being maintained to an acceptable standard due to the Customer’s acts or omissions, then the Customer shall not receive a pro-rata refund and shall be liable to pay the Early Termination Charges detailed in Schedule 4 (Support Services) in addition to any Charges outstanding at the date of termination.

15.5. Customer shall comply with the provisions of paragraph 2 (Supported Equipment) of Schedule 4 in connection with all Supported Product.

16. Support Exclusions

16.1. To the maximum extent permitted under law, Customer shall have no financial remedy for any breach of Service Levels, save only where a Support Services Order is terminated by Customer for material breach under Clause 17 of the Agreement, and subject always to Clause 15 of the Agreement (Liability).

16.2. CloudClevr has no liability for breach of any Service Level caused by the acts or omissions of the Customer.

16.3. CloudClevr shall be under no obligation to provide Support Services if and to the extent the Customer is in breach of any of its obligations under this Service Description.

16.4. CloudClevr is not obliged to perform any Service Change Request as part of the Support Service. CloudClevr may however perform such request where it deems that necessary to resolve or workaround an Error.

Service Description for Managed Cyber Security

1. Scope and Overview

1.1. This Service Description forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.
(either such contract being, as applicable, the “Agreement“).

1.2. Words and expressions defined in the Agreement shall have the same meaning when used in this Service Description.

1.3. This Service Description supplements an Order for Managed Cyber Security Services by:

describing the potential scope of Managed Cyber Security Services, subject to the relevant Order and the Cyber Services Scoping Document;
setting out specific obligations of CloudClevr and/or Customer in relation to Managed Cyber Security Services.

1.4. This Service Description is subject to and forms part of the provisions of Schedule 5 (Software, Cloud Services and Managed Services) of the Agreement from which it is referenced;

2. Additional Definitions:

“Call Window” means between the hours of 8:00 AM and 6:00 PM GMT on Business Days;
“Cyber Incident” means an occurrence that (1) actually or imminently jeopardises, without lawful authority, the integrity, confidentiality, or availability of information or an information system; or (2) constitutes a violation or imminent threat of violation of law, security policies, security procedures, or acceptable use policies;
“Cyber Product” means any Software or Cloud Services provided via CloudClevr in connection with the Managed Security Services scope, each as identified in scoping doc
“Extended Call Window” means 24 hours a day, 7 days a week, 365 days a year or scope of coverage as defined in the relevant Order and the Cyber Services Scoping Document attached to it;
“General Support Desk Service Description” means the document set out at https://cloudclevr.com/terms-and-policies/;
“Incident” means a circumstance that causes Customer to contact the CloudClevr for IT Support (Cyber Security);
“IT Support (Cyber Security)” means the provision of end user support described in paragraph 6 of this Service Description for any Cyber Product provided by CloudClevr as part of the Managed Cyber Security Services scope.
“Cyber Services Scoping Document” means the document attached to an Order for IT Support defining the scope of services, end users served, relevant customer site and other commercial parameters of the IT Support Managed Services

3. General

3.1. Paragraph 4 set out in this Service Description defines the range of Services that may be provided by CloudClevr as part of Managed Cyber Security Services.

3.2. CloudClevr shall deliver Services to the Customer subject to the volume, user, and other commercial limitations set out in the relevant Order, the relevant Cyber Services Scoping document, and the Agreement.

3.3. Paragraph 5 set out in this Service Description defines the IT Support (Cyber Security) included as part of the Managed Cyber Security Services subject to the volume, user and other commercial limitations set out in the relevant Order, the relevant Cyber Services Scoping document, and the Agreement.

3.4. Managed Cyber Security Services do not encompass investigation work relating to a Cyber Incident. If Customer requires such work, for example to provide a cyber security incident response team, CloudClevr may provide it pursuant to a Professional Services, subject to the Charges set out therein.

4. Scope of the Managed Cyber Security Services

4.1. Security Assessment and Audit Service

CloudClevr shall perform a security assessment of the Customer’s IT infrastructure as set out in the Cyber Services Scoping Document.
Customer shall provide CloudClevr the required administrator level access to Customer’s IT infrastructure as detailed by CloudClevr.
CloudClevr shall deliver a documented report to Customer that contains a summary of findings including any recommended actions.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.

4.2. Vulnerability Scanning Service

CloudClevr shall perform a scan of the Customer’s internal IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall deliver a documented report to Customer that contains a summary of findings including any vulnerabilities detected, their risk severity classification as defined by CloudClevr, and any recommended actions.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.

4.3. Penetration Testing Service

CloudClevr shall perform a systematic scan of the Customer’s external IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall deliver a documented report to Customer that contains a summary of findings including any vulnerabilities detected, methods used to exploit them, their risk severity classification by CloudClevr, and any recommended actions.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.

4.4. Attack Surface Management Service

CloudClevr shall provide Customer access to a relevant Cyber Product to scan the Customer’s domains and IP addresses, at a defined frequency, as set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the relevant Cyber Product used to deliver attack service management services.
Customer acknowledges and agrees that CloudClevr may need to complete an initial ad-hoc scan to correctly size the Customer’s digital footprint in terms of individual domains and IP addresses.
Customer acknowledges and agrees that if there is a change in a given calendar month in relation to the number of individual domains and IP addresses identified for an existing scan, the cost may be adjusted accordingly by CloudClevr for that calendar month.
CloudClevr shall, using the Cyber Product, deliver a report that details digital assets discovered, the associated vulnerabilities and risks detected by the Cyber Product. The report will include recommendations for mitigating identified risks.
Any remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver attack service management services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product to deliver attack surface management services.

4.5. Security Monitoring and Incident Response Service

CloudClevr shall provide Customer access to a relevant Cyber Product to deliver surveillance of Customer’s IT environment, which may include Customer’s endpoints, networks, and cloud environments, to the extent set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the Cyber Product used to deliver security monitoring and incident response services.
CloudClevr shall deliver to Customer reports at an agreed frequency detailing the monitoring activities, detected incidents, and response actions taken.
CloudClevr shall provide Customer a post-incident analysis and recommendations to prevent future occurrences.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver security monitoring and incident response services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product used to deliver security monitoring and incident response services.

4.6. Security Policy Development and Review Service

CloudClevr shall perform an assessment of the Customer’s existing security policies as set out in the Cyber Services Scoping Document.
CloudClevr shall provide Customer with guidance in in creating, updating, or refining its security policies.
CloudClevr shall deliver documented security policies and a report highlighting any changes made and rationale behind them.
CloudClevr shall provide consultation with Customer, on-site or remote, to:
1. review the documented report; and
2. advise on the recommended implementation and ongoing maintenance of the new or revised policies.
Any additional remediation work undertaken by CloudClevr at the request of Customer shall be subject to an additional scope and cost as agreed between the parties in writing.

4.7. Cyber Awareness Training Service

CloudClevr shall provide Customer access to a relevant Cyber Product to deliver online cyber awareness training and simulated phishing service as set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the Cyber Product used to deliver cyber awareness training services.
CloudClevr shall provide Customer with access to an online library of cyber awareness training content.
Customer shall be responsible for providing access to online training to users within Customer’s organisation. The number of users licensed for access to the Cyber Product shall be set out in the Cyber Services Scoping Document.
CloudClevr shall provide Customer access to an online library of phishing simulations.
Customer shall be responsible for creating phishing campaigns using the online library for licensed users.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver cyber awareness training services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product used to deliver cyber awareness training services.

4.8. Security Awareness Training Service

CloudClevr shall provide Customer with access to a relevant Cyber Product to deliver an online security awareness training service as set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the Cyber Product used to deliver security awareness training services.
CloudClevr and Customer shall jointly agree the required scope of training content to educate Customer employees on good practices for maintaining security and recognising potential threats.
Customer shall be responsible for providing access to online training to users within the Customers organisation. The number of users licensed for access to the Cyber Product shall be set out in the Cyber Services Scoping Document.
CloudClevr shall deliver training to Customer, on-site or remote, as set out in the Cyber Services Scoping Document.
CloudClevr shall deliver a documented report summarising the training activities, participant feedback, and any relevant recommendations.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver security awareness training services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product to deliver security awareness training services.

4.9. Data Encryption and Protection Service

CloudClevr shall undertake an assessment of the Customer’s IT infrastructure as set out in the Cyber Services Scoping Document. This assessment will aim to identify areas where encryption techniques can enhance security of the Customer’s IT infrastructure.
CloudClevr shall:
1. deploy industry-standard encryption technologies to protect data at rest, in transit, and during processing.
2. configure encryption keys, secure key management practices, and integration with existing systems in each case to the extent set out in the Cyber Services Scoping Document.
CloudClevr shall deliver a documented report to Customer that details the encryption protocols implemented and the enhanced security measures recommended.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any subsequent remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.

4.10. Compliance and Risk Management Service

CloudClevr shall perform an assessment of the Customer’s adherence to specific industry standards defined in the Cyber Services Scoping Document.
CloudClevr shall conduct a risk assessment that aims to identify potential threats and vulnerabilities within the Customer’s operations.
CloudClevr shall develop tailored risk management strategies and provide guidance on implementing necessary controls to mitigate identified risks.
CloudClevr shall deliver a documented report summarising the outcomes from the above work.
CloudClevr shall:
1. provide consultation with Customer, on-site or remote, to review the documented report;
Any remediation work not defined in the Cyber Services Scoping Document shall be subject to an additional scope and cost as agreed between the parties in writing.

4.11. Email Security Service

CloudClevr shall deliver Customer access to a relevant Cyber Product to deliver email security services for the Customer’s IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the Cyber Product used to deliver email security services.
CloudClevr shall deliver email security services for the number of users as set out in the Cyber Services Scoping Document.
Customer grants CloudClevr the required administrator level access for the Cyber Product to connect to the Customer’s IT infrastructure and Customer grants CloudClevr the right to access user, tenant, and application data for analysis by such Cyber Product.
CloudClevr shall deliver reports to Customer, at an agreed frequency or on an as needed basis, of identified suspicious activity and:
1. any remediation steps performed by CloudClevr.
2. any remediation steps recommended to be performed by Customer.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver Microsoft 365 cloud security services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product used to deliver email security services.

4.12. AI and Copilot for Security Service

CloudClevr shall deliver Customer access to a relevant Cyber Product to deliver AI and Copilot for security services for the Customer’s IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall configure the Cyber Product to analyse the Customer’s data, systems, and processes, with the aim of identifying potential threats, vulnerabilities, and risks.
CloudClevr shall deliver a documented report to Customer that contains a summary of findings including any recommended actions.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any remediation work not defined in the Cyber Services Scoping Document shall be subject to an additional scope and cost as agreed between the parties in writing.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver AI and Copilot for security services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product used to deliver AI and Copilot for security services.

4.13. Wireless Network Scanning Service

CloudClevr shall deliver a wireless network scan of the Customer’s internal IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall deliver a documented report to Customer that contains a summary of findings including any recommended actions.
CloudClevr shall provide consultation with Customer, on-site or remote, to review the documented report.
Any remediation work undertaken by CloudClevr at the request of Customer to implement recommended actions shall be subject to an additional scope and cost as agreed between the parties in writing.

4.14. Cloud Security Service

CloudClevr shall deliver Customer access to a relevant Cyber Product to deliver cloud security services for the Customer’s IT infrastructure as set out in the Cyber Services Scoping Document.
CloudClevr shall perform standard setup of the Cyber Product used to deliver cloud security services.
CloudClevr shall deliver cloud security services for the number of user identities as set out in the Cyber Services Scoping Document.
Customer grants CloudClevr the required administrator level access for the Cyber Product to connect the Customer’s relevant tenants and Customer grants CloudClevr to collect user, tenant, and application data for analysis by such Cyber Product.
CloudClevr shall deliver reports to Customer, at an agreed frequency or on an as needed basis, of all identified suspicious activity and:
1. any remediation steps performed by CloudClevr.
2. any remediation steps recommended to be performed by Customer.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver cloud security services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product to deliver cloud security services.

4.15. Microsoft 365 Backup Service

CloudClevr shall deliver Customer access to a relevant Cyber Product to deliver Microsoft 365 backup services which includes cloud-to-cloud backup, storage, and recovery. This is provided for Microsoft Exchange Online, OneDrive for Business, SharePoint Online and Teams data (“Microsoft Data”) or as otherwise communicated to Customer.
CloudClevr shall perform standard setup of the Cyber Product used to deliver Microsoft 365 cloud security services.
CloudClevr shall deliver Microsoft 365 backup services for the number of Microsoft 365 user identities as set out in the Cyber Services Scoping Document.
CloudClevr shall provide storage and retention duration of Microsoft Data as defined in the Cyber Services Scoping Document.
Microsoft Data backup services will execute daily unless otherwise defined in the Cyber Services Scoping Document.
Customer grants CloudClevr the required administrator level access for the Cyber Product to connect the Customer’s Microsoft 365 tenant and Customer grants CloudClevr to perform backup and recovery by such Cyber Product.
Subject to written request from an authorised representative of Customer, CloudClevr may either i) provide Customer with access to the administration portal of the Microsoft 365 backup service to perform restore of Microsoft Data or ii) CloudClevr may perform restore of Microsoft Data on behalf of Customer.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver Microsoft 365 cloud security services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product to the Microsoft Backup Service.

4.16. Password Management Service

CloudClevr shall provide Customer access to a relevant Cyber Product to deliver password management services which include an encrypted password vault to store information including usernames, passwords, secure notes, files, documents or similar data (“Content”).
CloudClevr shall perform standard setup of the Cyber Product used to deliver password management services.
CloudClevr shall deliver password management services for the number of users as set out in the Cyber Services Scoping Document.
Customer shall be responsible for providing access to password management services to users within Customer’s organisation.
Customer may access and use password management services for business and professional purposes only.
Customer acknowledges that individual user accounts shall not be shared amongst multiple individuals.
Customer acknowledges that it is solely responsible for:
1. all access and use of the password management service.
2. maintaining a lawful basis for the collection, use, processing, and transfer of Content.
3. the security and confidentiality of all usernames and passwords, including master passwords.
4. activity of all users provisioned and accessing the Customer’s password management account.
CloudClevr reserves the right to suspend Customer access if Customer’s users are found to be using the password management service in a manner that is likely to cause harm to other password management services users.
Customer agrees that the password management service provider may use Content in order to provide and operate the password management service and only:
1. as authorised or instructed by Customer or Customer users in accordance with this service description or as defined in the online terms of the password management service provider.
2. as required to comply with the password management service policies, applicable law or governmental request.
CloudClevr shall deliver IT Support (Cyber Security) to Customer for any Cyber Product used to deliver password management services as detailed in paragraph 5.
CloudClevr reserves the right to change the relevant Cyber Product to deliver password management services.

5. IT Support (Cyber Services)

5.1. Subject to paragraph 5.2, CloudClevr shall as part of the Managed Cyber Security Services provide support services for Cyber Products in line with the following provisions of the General Support Desk Service Description:

Paragraph 4 (Support Desk Operation) shall apply, and for such purposes “Supported Product” shall be taken to mean Cyber Product;
Paragraph 6 (Site Visits) shall apply, and for such purposes “Support Services Scoping Document” shall be taken to mean the Cyber Services Scoping Document;
Paragraph 7 (Authorised Caller Requirements) shall apply; and
Paragraph 8 (Accessing the Helpdesk) shall apply.

5.2. Where a specific provision in this Service Description has an equivalent title in the General Support Desk Service Description, then such specific provision shall take precedence.

5.3. Severity

Upon receipt of each Support Request for a Cyber Product, the Support Desk will classify the severity level based on service impact (the “Priority Level”) as defined below:
1. “Priority 1 Problem” is a critical incident with very high impact on a Cyber Product which:
  - Results in a critical impact to business operations without a viable Workaround;
  - Results in a degradation or unavailability of Cyber Product for all users;
  - Is a significant service affecting event for an entire site or multiple sites that requires immediate assistance;
  - Has a safety, confidentiality, and/or regulatory standard violation;
2. “Priority 2 Problem” is a major incident with significant impact on a Cyber Product which:
  - Results in a partial service interruption or less severe degradation impacting aspects of business operations;
  - Results in a degradation or unavailability of Cyber Product for a subset of users;
  - Customer is incurring significant cost to work around the problem;
3. “Priority 3 Problem” is a minor incident with low impact on a Cyber Product which:
  - Results in some business operations impairment but overall service continues to function;
  - Results in a Cyber Product having usable performance degradation;
  - Prevents a user from utilising all functionality of a Cyber Product;
  - Is a minor inconvenience to a user where a Workaround is available;
4. “Priority 4 Problem” is low priority issue on a Cyber Product which:
  - Is an Incident request for Cyber Product documentation or general advice;
  - Is a cosmetic, minor non-conformance, or documentation problem of a Cyber Product;
  - a circumstance which has minimal business impact;

5.4. Service Levels

CloudClevr shall use reasonable endeavours to deliver the Target Response Times by Priority Level as defined below:

Standard (applicable to Call Window)
Service Coverage	Priority Level	Target Response Time
Working Hours	P1	≤ 15 minutes
Working Hours	P2	≤ 60 minutes
Working Hours	P3	≤ 4 hours
Working Hours	P4	≤ 1 business day

CloudClevr shall use reasonable endeavours to deliver the Target Response Times by Priority Level subject as defined below:

Standard (applicable to Call Window)
Service Coverage	Priority Level	Target Response Time
24x7x365	P1	≤ 15 minutes
24x7x365	P2	≤ 60 minutes
Working Hours	P3	≤ 4 hours
Working Hours	P4	≤ 1 business day

Customer must raise all Priority 1 and Priority 2 Incidents by phone to the Support Desk using the Support Desk phone number.

6. Charges

6.1. The Charges payable for Managed Cyber Security Services are set forth in the applicable Cyber Services Scoping Document and associated Order. These documents together define:

the Cyber Products to be provided in connection with the Managed Cyber Security Services.
the quantity of users, domains, and sites included in the Managed Cyber Security Services.
the Charges per user.

6.2. The Charges for Managed Cyber Security Services are payable monthly in advance unless otherwise specified in the applicable Order.

6.3. Where applicable other charges, including any overage for a Cyber Product, are monthly in arrears.

6.4. CloudClevr reserves the right to adjust and increase any related Charges based on the utilisation of its Support Desk by the Customer. This adjustment ensures that the support provided aligns with the level of assistance required by the Customer. Any such changes will be communicated in advance and will accordingly be implemented by CloudClevr to maintain a high standard of Support and Service quality. The Customer shall have no right to terminate the Services in such circumstances.

7. Cyber Products – Basis of Provision

7.1. Cyber Products as referenced in this Service Description will comprise of Software and/or Cloud Services and accordingly the Customer must comply with of Schedule 5 (Software, Cloud Services and Managed Services) of the Agreement, including paragraph 8 (End User Licence Agreements) in relation to all Cyber Products.

7.2. Access to all Cyber Products in connection with Managed Cyber Security Services will cease upon the termination or expiry of the Managed Cyber Security Services.

8. Exclusions

8.1. To the maximum extent permitted under law, Customer shall have no financial remedy for any breach of Service Levels, save only where an Order for Managed Cyber Security is terminated by Customer for material breach under Clause 17 of the Agreement, and subject always to Clause 15 of the Agreement (Liability).

8.2. CloudClevr has no liability for breach of any Service Level caused by the acts or omissions of the Customer.

8.3. CloudClevr shall be under no obligation to provide Cyber Security Services if and to the extent the Customer is in breach of any of its obligations under this Service Description.

Service Description for Managed IT Services

1. Scope and Overview

1.1. This Service Description forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.
(either such contract being, as applicable, the “Agreement“).

1.2. Words and expressions defined in the Agreement shall have the same meaning when used in this Service Description.

1.3. This Service Description supplements the Agreement and an associated Order for Managed IT Services by:

describing the managed IT services available from the Supplier including the associated IT support framework;
describing the specific scope of Managed IT Services to be delivered to the Customer, which is subject to the volume, user and other commercial limitations set out in the relevant Order and the Managed IT Services Scoping Document attached to it; and
setting out the obligations of CloudClevr and/or Customer in relation to the Managed IT Services.

1.4. This Service Description is subject to and forms part of Schedule 5 (Software, Cloud Services and Managed Services) of the Agreement from which it is referenced.

2. Additional Definitions:

“Authorised Caller” means Customer personnel, as agreed by Customer and CloudClevr, authorised to contact CloudClevr for IT Support;
“Call Window” means between the hours of 8:00 AM and 6:00 PM GMT on Business Days;
“Cyber Incident” means an occurrence that (1) actually or imminently jeopardises, without lawful authority, the integrity, confidentiality, or availability of information or an information system; or (2) constitutes a violation or imminent threat of violation of law, security policies, security procedures, or acceptable use policies;
“Designated IT Support Engineer” means the CloudClevr personnel designated by CloudClevr as the IT Support interface to the Authorised Caller;
“Error” means a reproducible or repeated condition of the IT Product which causes it not to function substantially in conformance with published specifications or related technical documentation. Errors are classified according to the applicable Problem priority defined below;
“Extended Call Window” means 24 hours a day, 7 days a week, 365 days a year or scope of coverage as defined in the relevant Order and the Managed IT Services Scoping Document attached to it;
“Helpdesk” means the dedicated support desk provided by CloudClevr, which must be accessed via a Supported Channel, that provides IT Support to Customer;
“Incident” means a circumstance that causes Customer to contact the CloudClevr Helpdesk for IT Support;
“Initial Response” means the period between an Authorised Caller raising an Incident via a Supported Channel and Designated IT Support Engineer accepting the ticket and confirming receipt of request to Customer;
“IT Product” means an IT product used by the Customer within its business and which is covered for IT Support pursuant to paragraph 3.2 of this Schedule;
“IT Support” means the provision of the Managed IT Services described in this Schedule and that will be provided to the Customer subject to the scope, volume and other commercial parameters and limitations set out in the applicable Order and Managed IT Services Scoping Document;
“IT Support Fee” means the Charges for the IT Support as defined in this the applicable Order;
“Managed IT Services” has the meaning set out at paragraph 3 of this Service Description;
“Managed IT Services Scoping Document ” means the document attached to an Order for IT Support defining the scope of services, end users served, relevant customer site and other commercial parameters of the IT Support Managed Services.
“Problem” means any actual function impairment, including but not limited to an Error, that causes reduced functionality to the IT Product. Problems are assigned a classification at the time of the Customer’s initial contact with CloudClevr. Problem priority classifications may be changed by CloudClevr based upon new information or contact with CloudClevr. Problem classification shall not be changed by CloudClevr without Customer’s prior agreement which shall not be unreasonably withheld. Problems are classified according to Priority Level as follows:
- “Priority 1 Problem” is a critical incident with very high impact on an IT Product which:
  - Results in a critical impact to business operations without a viable Workaround;
  - Results in a degradation or unavailability of IT Product for all users;
  - Is a significant service affecting event for an entire site or multiple sites that requires immediate assistance;
  - Has a safety, confidentiality, and/or regulatory standard violation;
- “Priority 2 Problem” is a major incident with significant impact on an IT Product which:
  - Results in a partial service interruption or less severe degradation impacting aspects of business operations;
  - Results in a degradation or unavailability of IT Product for a subset of users;
  - Customer is incurring significant cost to work around the problem;
- “Priority 3 Problem” is a minor incident with low impact on an IT Product which:
  - Results in some business operations impairment but overall service continues to function;
  - Results in an IT Product having usable performance degradation;
  - Prevents a user from utilising all functionality of an IT Product;
  - Is a minor inconvenience to a user where a Workaround is available;
- “Priority 4 Problem” is low priority issue for an IT Product which:
  - Is an Incident request for IT Production documentation or general advice;
  - Is a cosmetic, minor non-conformance, or documentation problem of an IT Product;
  - a circumstance which has minimal business impact;
“Service Credits” means the amount payable, if any, by CloudClevr to the Customer in accordance with paragraph 13 of this Service Description;
“Service Level” means the service level defined at paragraph 11 of this Service Description;
“Supported Channel” means the method by which an Authorised Caller can raise an Incident. This includes via the Helpdesk service portal, Helpdesk email address, and Helpdesk phone number as defined in this Service Description or by other means designated in writing by CloudClevr;
“Target Resolution” means the period between (a) Initial Response and (b) either Workaround or permanent fix of a Problem;
“Technical Support Level 1” means the initial level of IT Support provided by a Designated IT Support Engineer to an Authorised Caller who raises an Incident via a Supported Channel. The Designated IT Support Engineer may resolve the Problem or escalate to Technical Support Level 2;
“Technical Support Level 2” means specialist IT Support provided by CloudClevr to an Authorised Caller following escalation from Technical Support Level 1. This level of support performs Problem isolation and replication, lab simulations and interoperability testing, provides remote diagnostics services, and implements resolutions for a Problem that is not the result of an Error;
“Technical Support Level 3” means support provided by a Third-Party Supplier for an IT Product following escalation from Technical Support Level 2. In the case of an Error, CloudClevr will work with the supplier to provide a fix;
“Third-Party Supplier” means a supplier of IT Product that provides Technical Support Level 3 to CloudClevr;
“Workaround” means a feasible change in operating procedures whereby Customer can avoid deleterious effects of a Problem.

3. Scope of Managed IT Services

3.1. CloudClevr shall deliver IT Support to the Customer as defined in this paragraph 3 (such support, the “Managed IT Services”), subject always to the volume, user and other commercial limitations set out in the relevant Order, the relevant Managed IT Services Scoping Document, and the Agreement.

3.2. Subject to paragraph 3.3 below, CloudClevr provides IT Support only in relation to IT Products that are:

confirmed as covered in an Order for Managed IT Services and the associated Managed IT Services Scoping Document; and/or
sold to the Customer during the applicable Managed IT Services Order Term pursuant to an Order for such IT Products, provided that such Order also confirms that such IT Products will fall into scope for another, existing Order for Managed IT Services; and/or;

3.3. IT Support is only provided for IT Products that meet the requirements of paragraph 3.2 and are:

explicitly identified within this Schedule as eligible for support; or
not explicitly identified in this Schedule but which brought into scope of the Managed IT Services by a written agreement of the parties that amends an Order for Managed IT Services by including a revised Managed IT Services Scoping Document bringing such IT Product into support scope. Such extension of scope may occur in consequence of a customer request, a CloudClevr audit, or otherwise.

3.4. IT Support as defined above is provided only for the Term of the relevant Order for Managed IT Services. Where IT Products are added into scope part way through the Term of such an Order (e.g. pursuant to paragraph 3.2(b) above) then such additional IT Support is provided only for the relevant remaining part of the applicable Managed IT Services Term.

3.5. All IT Support is provided subject to payment of the applicable Charges defined in this Schedule and the Agreement. Customer acknowledges and agrees that the extension of support scope pursuant to paragraph 3.2, 3.3 or otherwise may extend the scope of the Charges.

3.6. Products and services not identified as in scope for IT Support within this Schedule, or brought into such scope under paragraph 3.3(b) above, are not covered by IT Support.

3.7. The initial list and quantity of IT Products covered by IT Support are defined in the applicable Order and Managed Services Scoping Document, each of which may be revised by the agreement of the parties as contemplated at paragraphs 3.2 and 3.3 above.

4. Service Onboarding

4.1. From the start of the applicable Term, CloudClevr shall work with Customer to:

onboard support for the IT Products set out in this Schedule and the Managed Services Scoping Document and/or Order, such that CloudClevr can thereafter deliver IT Support for such IT Products as described at paragraph 3 above; and
(where applicable) onboard the Third-Party Suppliers identified in the Managed Services Scoping Document and/or Order, such that CloudClevr can deliver IT Support for such IT Products as described at paragraph 3 above.

4.2. The onboarding described in paragraph 4.1 above is subject to the onboarding Charges set out in the corresponding Managed Services Scoping Document and/or Order.

Clevr360

4.3. In order for CloudClevr to deliver the IT Support in an optimised manner the Customer agrees to onboard the Clevr360 Software. Customer use of Clevr360 is subject to paragraph 7 (Cloud Services: specific provisions) of Schedule 5 of the Agreement.

4.4. When onboarding the Clevr360 Software the Customer will be provided with an initial audit free of charge, the scope of which shall be set out in the Managed Services Scoping Document.

5. Charges

5.1. The Charges payable for IT Managed Services are set forth in the applicable Managed Services Scoping Document and associated Order. These documents together define:

the quantity of each type of IT Product supported, and the associated scope the support, including e.g. user, site and headcount restrictions.
The Charges by IT Product, service, user count, etc.

5.2. The Charges for IT Managed Services are payable monthly in advance unless otherwise specified in the applicable Order.

5.3. CloudClevr reserves the right to adjust and increase the IT Support Fee or any related Charges based on the utilisation of its Helpdesk by the Customer. This adjustment ensures that the support provided aligns with the level of assistance required by the Customer. Any such changes will be communicated in advance and will accordingly be implemented by CloudClevr to maintain a high standard of Support and Service quality. The Customer shall have no right to terminate the Services in such circumstances.

6. Site Visits

6.1. To the extent agreed within the applicable Managed Services Scoping Document, CloudClevr may carry out onsite visits pursuant to its delivery of the IT Services. All such visits are subject to the Charges and cover only sites located in the UK mainland and specified within the Managed Services Scoping Document.

6.2. Any on-site visits needed by Customer and falling outside the scope of paragraph 6.1 will be subject to an additional fee.

7. Authorised Caller Requirements

7.1. Unless agreed otherwise in the Managed Services Scoping Document, Customer must ensure that an Authorised Caller is sufficiently familiar with the use of an IT Product prior to contacting the Helpdesk.

7.2. An Authorised Caller should perform initial troubleshooting before calling the Helpdesk and raising an Incident.

7.3. Where IT Support is agreed with Customer as an overlay to an existing IT support team, Customer will ensure that it has a sufficient number of trained and capable technical support personnel to support the IT Products.

7.4. An Authorised Caller must raise an Incident and be able to articulate the nature of the issue clearly in the English language.

8. Accessing the Helpdesk

8.1. Only approved contact methods and contact addresses must be used by Customer to access the Helpdesk for communication related to an Incident to be considered as a Supported Channel.

8.2. Any changes to the contact method or contact address as defined in the Managed Services Scoping Document will be notified in writing by CloudClevr to Customer. Such notification may be via website post, email or otherwise.

8.3. Where an Incident is raised by phone the Customer shall raise a follow up ticket by portal email to the Helpdesk.

8.4. Customer personnel will require an account to access the web portal. This be setup by CloudClevr during the on-boarding process.

8.5. Where an Incident is raised, Customer must allow the Designated IT Support Engineer handling the Incident to remotely access the relevant IT Product.

9. Service Coverage (Call Window)

9.1. Unless otherwise agreed in an Order or relevant Managed IT Services Scoping Document, IT Support for an Incident will be provided to Customer by CloudClevr only during the Call Window.

9.2. Where an Incident is raised during the Call Window it will be subject to the Service Level, as set out in paragraph 12 below.

10. Service Coverage (Extended Call Window)

10.1. In addition to paragraph 9 and only where defined in an Order ot relevant Managed IT Services Scoping Document attached to it, IT Support for an Incident will be provided to Customer by CloudClevr during the Extended Call Window for Incident Priority Level 1 and Priority Level 2 Incidents only.

10.2. Where an Incident is raised during the Extended Call Window it will be subject to the Service Level, as set out in Clause 12 below.

11. Service Offboarding

11.1. Where agreed in an Order for Professional Services CloudClevr shall provide engineering resource at agreed Charges and/or day rates, as set out in the Order Form and/or SOW to assist with services handover to another IT support provider. No service offboarding will be provided unless such additional Order is executed. Unless otherwise agreed by both parties in writing, Managed IT Services end at the end of the applicable Term.

12. Service Levels

12.1. Subject to paragraphs 12.2 and 12.3, IT Support aims to deliver the following Service Level.

Incident Pripority	Initial Response	Target Resolution
Priority 1	≤ 15 minutes	4 hours
Priority 2	≤ 60 minutes	6 hours
Priority 3	≤ 4 hours	1 Business Day
Priority 4	≤ 1 business day	Not Applicable

12.2. The following conditions apply to the service levels in the above table:

CloudClevr aims, for each Incident Priority:
1. to provide the Initial Response service level for 90% of the total Incidents raised for that Priority in a given calendar quarter.
2. to provide the Target Resolution service level for 90% of the total Incidents raised for that Priority in a given calendar quarter.
Where an Incident is escalated to Technical Support Level 3, it is deemed to be resolved when the engineer has referred the Incident on to the relevant Third-Party Supplier.
Target Resolution times are void where an Incident requires hardware replacement or any on-site activity.
Incidents not raised via the Helpdesk, or emails sent directly to a CloudClevr employee, are not subject to the above Service Level targets.
Priority 1 and Priority 2 Incidents must be notified immediately to the Helpdesk using the Helpdesk phone number.

12.3. The Service Credits are the sole and exclusive:

financial remedy available to the Customer for any breach of the Service Levels; and
legal remedy available to the Customer for any breach of the Service Levels, subject to Customer’s right to terminate for material breach under Clause 17 of the Agreement, and then subject always to Clause 15 of the Agreement (Liability).

13. Service Credits

13.1. Following the end of each calendar quarter during the Term of the Managed IT Services, CloudClevr shall provide Customer with a report setting out its performance against the above Service Levels during that calendar quarter (the “Reporting Quarter”).

13.2. Where CloudClevr has failed to attain the Service Level then CloudClevr shall credit Customer with a percentage of the Charges for IT Managed Services paid in respect of the preceding quarter (the “Reference Charges”), such percentage to be calculated in the manner set out below.

Initial Response

Initial Response Service Level performance threshold = 90% for all Incidents between the first day of a given quarter to the last day of such quarter inclusive.
Initial Response Service Level performance is measured as a percentage using the following calculation:
- (number of Incidents where Initial Response times within Service Level) / (total number of Incidents)
Where Initial Response Service Level performance is <90%, (the Initial Response Service Level performance threshold), the following calculation is to be applied to determine the number of Incidents classed outside of Initial Response Service Level for the purpose of Service Credits:
- (Initial Response Service Level performance threshold – Initial Response Service Level performance) * (total number of Incidents)

Target Resolution

Target Resolution Service Level performance threshold = 90% for all Incidents between the first day of a given quarter to the last day of such quarter inclusive
Target Resolution Service Level performance is measured as a percentage using the following calculation:
- (number of Incidents where Target Resolution times within Service Level) / (total number of Incidents)
Where Target Resolution Service Level performance is <90%, (the Target Resolution Service Level performance threshold), the following calculation is to be applied to determine the number of Incidents classed outside of Target Response Service Levels for the purpose of Service Credits:
- (Target Resolution Service Level performance threshold – Target Resolution Service Level performance) * (total number of Incidents)

13.3. Service Credits will be paid at one (1%) of the Reference Charges per incident falling outside of target in the relevant quarter, up to a maximum of ten (10%) of the Reference Charges. A Service Credit shall only be paid for one breach of the Service Levels per Incident, so for a breach of both the Initial Response Times and the Resolution Time for a single Incident, only 1% of the Reference Charges shall be payable for that Incident and not 2%.

13.4. If Customer is entitled to Service Credits in respect of a quarter, CloudClevr shall credit the Customer’s account accordingly and shall apply such credit against the next invoice relating to the Managed IT Services (typically, the next monthly or quarterly invoice).

13.5. Service Credits shall not be payable by CloudClevr to Customer, and CloudClevr shall not otherwise be liable for IT Support where the issue:

is caused by breach of the Agreement and/or Order, or negligence, of the Customer, its employees, agents or contractors;
is due to modifications made to an IT Product supplied by CloudClevr without the prior written approval of CloudClevr;
the Customer fails to use an IT Product supplied by CloudClevr in accordance with CloudClevr’s reasonable instructions;
a relevant fault in, or any other problem associated with, equipment or services not provided by CloudClevr;
the performance of any equipment or services beyond the reasonable control of CloudClevr and on which IT Support is dependent including without limitation internet connectivity;

14. Third Party Suppliers

14.1. CloudClevr will liaise directly with a Third-Party Supplier for Technical Support Level 3:

Where an IT Product has been supplied to Customer via CloudClevr under an Order, provided that IT Product has an active warranty, maintenance, or service contract; and
Where IT Products have not been supplied to Customer via CloudClevr under an Order, provided that:
1. Customer has arranged as an active third party warranty, maintenance, or service contract for such Contract;
2. Customer complies with paragraph 6.3 (Related IT Supplies) of Schedule 5 of the Agreement; and
3. Customer has instructed the relevant supplier to deal with CloudClevr in relation to Incidents affecting the Customer. Customer must provide CloudClevr with the required credentials to access the support service of a Third-Party Supplier.

14.2. Customer must provide CloudClevr with the required credentials to access the support service of a Third-Party Supplier.

14.3. CloudClevr will liaise directly with the Third-Party Suppliers identified in a Managed Services Scoping Document for Technical Support Level 3, related to an Incident, on behalf of Customer.

14.4. Any additional Third-Party Supplier not referenced in this Schedule or a Managed Services Scoping Document must be agreed in writing by CloudClevr to be included as part of IT Support, as such further Charges may apply as agreed between the parties in writing.

14.5. Customer must agree with CloudClevr in writing any changes in the list of Third-Party Suppliers included as part of IT Support. Additional Charges may apply to and be a condition of any such change.

15. Monitoring & Update Services

15.1. To the extent set out in the relevant Order and Managed IT Services Scoping Document CloudClevr shall, for relevant IT Products:

install a Software agent on all relevant Customer devices covered by IT Support; and
provide the following services and configuration:
1. Disk monitoring. This is active for servers and alerts will be generated automatically in the event a capacity is reached. Other devices, including laptops or mobiles, are not actively monitored.
2. Event monitoring. This is active for servers and alerts will be generated automatically if a hardware fault occurs. Other devices, including laptops or mobiles, are not actively monitored.
3. Windows updates. These are automatically configured to be applied on the date, frequency and/or time window agreed with Customer. Devices not online in that window will be automatically updated once online. This only includes Windows updates; third party application updates shall be subject to an additional scope and cost as agreed between the parties in writing.
4. Network device updates. These are updates delivered to any router, firewall or switch which are to be scheduled with Customer to ensure these are applied at the required time. Updates applied outside of Working Hours will be subject to an additional Charge.
5. Antivirus Software. Where Antivirus Software is supplied by CloudClevr this software will automatically push new updates and definitions.

16. Data Backup Services

16.1. To the extent set out in the relevant Order and Managed IT Services Scoping Document, CloudClevr shall, for relevant IT Products, provide automatic backups using an agreed third party service. Alerts generated by the backup process will be automatically raised as an Incident with the Helpdesk.

17. Software Licence Configuration

17.1. To the extent set out in the relevant Order and Managed Services Scoping Document, CloudClevr shall, for relevant IT Products, perform add, change, and delete licence operations for software licenses covered by IT Support.

18. Hardware Support Services

18.1. Customer may raise an Incident with the Helpdesk for IT Product hardware that is in scope for support as set out in a Managed Services Scoping Document. CloudClevr will liaise directly with a Third-Party Supplier for Technical Support Level 3 on behalf of Customer subject to paragraph 14 in this Schedule.

18.2. Where agreed in a Managed Services Scoping Document:

CloudClevr may hold spare hardware, purchased by the Customer, at its office locations which may be used to resolve an IT Product hardware Error. The quantity and type of hardware will be agreed in the Managed Services Scoping Document or otherwise in writing between both parties. Additional Charges may apply.
CloudClevr will ship hardware to an agreed Site to resolve an IT Product hardware Error for an agreed shipping Charge.
Customer shall agree in writing and advance of shipment of Hardware to this shipping Charge.

18.3. If CloudClevr sells Products to Customer in connection with this paragraph 17 then the terms of Schedule 1 shall apply to such Products.

19. Out of Scope Items

19.1. IT Support is not provided for ‘operational technology’ that interfaces with the physical world such as Industrial Control Systems (ICS), Supervisory Control and Data Acquisition (SCADA) and Distributed Control Systems (DCS) or as defined by the National Cyber Security Centre.

19.2. IT Support does not encompass investigation work relating to a Cyber Incident. If Customer requires such work, for example to provide a cyber security incident response team, CloudClevr may provide it pursuant to a Professional Services engagement, subject to the Charges set out the relevant SOW.

20. Service Reporting and Review

20.1. Customer will be provided with access to a standard set of reports via the Helpdesk portal. Any custom reports requested by Customer may be subject to an additional Charge.

20.2. CloudClevr will liaise with Customer at an agreed frequency to deliver a Service review of the IT Support performance. The Service review may be delivered remotely or on-site as agreed between both Parties.

Supplementary Schedule re: Direct Mobile Services

1. Scope and Overview

1.1. This Supplementary Schedule (the “Mobility Services Schedule”) forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.
either such contract being, as applicable, the “Agreement“).

1.2. This Mobility Services Schedule applies to any Order for Connectivity Services that includes Direct Mobile.

1.3. This Direct Mobile Services Supplementary Schedule supplements:

the Agreement, and, in particular,
Schedule 3 (Connectivity Services) of the Agreement into which this Supplementary Schedule is incorporated by reference.

1.4. Words and expressions defined in the Agreement shall have the same meaning when used in this Supplementary Schedule.

2. Definitions

2.1. In this Supplementary Schedule, the terms ‘Direct Mobile’ and ‘Mobility Services’ have the meanings assigned to them in paragraph 10.1 (Mobility Services and Handsets) of Schedule 3 (Connectivity Services) of the Agreement.

2.2. Additional definitions specific to this Supplementary Schedule are set out below:

“Age Restricted Services” means any Services for use only by customers aged 18 or over.
“Artificial Inflation of Traffic” or “AIT” shall have the meaning given to it in the BT standard interconnect agreement as amended from time to time and for the avoidance of doubt includes any situation where calls other than calls to geographic number ranges commencing with the digits 01, 02 or 03: (a) are made, generated, stimulated, and/or prolonged for the direct or indirect benefit of any entity (including a natural person) operating, hosting or otherwise connected with a telecommunication service as a result of any activity by or on behalf of such entity; and (b) result in a calling pattern which is disproportionate to the overall amount, duration and/or extent of calls which would be expected from a good faith usage or an acceptable and reasonable commercial practice relating to the operation of telecommunications systems.
“Bolt On” means a package for inclusive usage that is added to a Bundle or Tariff. Bolt On usage may be shared or per user as specified in the Tariff.
“Bundle” means any monthly subscription which includes an inclusive usage allowance (or fair usage allowance) of predefined usage types.
“Connection” means the procedure by which CloudClevr gives the Customer access to ‘Connected’, ‘Connecting’, and ‘re-Connection’ have corresponding meanings.
“Disconnection” means the procedure by which CloudClevr stops the Customer’s access to Services. ‘Disconnect’, ‘Disconnected’ and ‘Disconnecting’ have corresponding
“Emergency Planning Measures” means the measures that may be taken as a result of CloudClevr’s or any Network Operator’s obligations under (i) the General Conditions under section 45 of the Communications Act 2003 and (ii) the Civil Contingencies Act 2004 or any similar law.
“GSM Gateway” means any Hardware containing a SIM Card which enables the routing of calls from fixed apparatus to mobile Hardware by establishing a mobile-to-mobile call or event.
“Hardware Fund” means any money that CloudClevr invests in the Customer’s account including but not limited to fully or partially subsidising the cost of Hardware,
“Messaging Services” means any email, fax and voicemail Services, text message and multimedia messaging Services, personal information management and other message or communication facilities which let the Customer communicate with others.
“Minimum Number of Connections” means the minimum number of active Connections the Customer agrees to maintain on its account for the Committed Period.
“Overseas Networks” means telecommunication systems outside the UK used (but not controlled) by CloudClevr in providing the Services.
“Port” means the transfer of a mobile number to or from a different network provided by another supplier.
“Services” means the Direct Mobile services referred to in this Supplementary Schedule, unless otherwise specified.
“SIM or SIM Card” means a card which enables the Customer to access the Services.
“Storage Services” means where CloudClevr offers the Customer storage capacity on the network for storage of content which the Customer accesses from CloudClevr.
“Tariff” means the tariff or pricing communicated to the customer by CloudClevr by attachment to an applicable Order or via notice on the CloudClevr website.

3. The Services

3.1. CloudClevr will provide the Direct Mobile Mobility Services to the Customer as described in this Schedule.

3.2. The specific Mobility Services to be provided, including network selection, tariff details, service configuration, usage bundles, and contract terms, will be defined in the applicable Order Form.

3.3. Services may be delivered via one or more underlying mobile network operators or wholesale platforms, with technical specifications, service capabilities, and commercial terms governed by the associated provider documentation.

3.4. Services are subject to fair usage policies, usage-based charges, and any applicable end user licence agreements (EULAs) or carrier/network usage terms, as defined in the documentation issued by the relevant provider or platform. Customer shall comply with all such terms.

3.5. The Customer must ensure that IoT SIMs are used in accordance with their intended purpose, including restrictions on permanent roaming or deployment outside of agreed geographic zones.

3.6. Services will be provided within the specific network area in the UK and by roaming on to other networks.

3.7. The provision by CloudClevr of any Products in connection with the Services is subject to the terms of Schedule 1 (Products)

3.8. The provision by CloudClevr of any Financed Products in connection with the Services is subject to the terms of Schedule 2 (Device as a Service).

4. Phone number and SIM

4.1. SIM Cards shall remain the property of the Network Operator and the Customer shall be entitled to use the SIM Cards (including any Software they contain) for use with the Services only. Risk in the SIM Cards transfer to the Customer on delivery.

4.2. Customer shall use SIM Cards only as authorised and shall inform CloudClevr as soon as is reasonably practicable if Customer becomes aware that a SIM Card is lost, stolen or The Customer shall be liable for any loss or damage (including without limitation, Charges and usage Charges) suffered by the Customer as a result of unauthorised use of SIM Cards (including due to loss or theft), up to the time that the Customer has notified CloudClevr that such SIM Card is being used without authorisation and CloudClevr has in response confirmed that a bar is in place. Following such notification the SIM card will be barred for all usage. CloudClevr is unable to bar associated mobile equipment. itself.

4.3. CloudClevr shall allocate telephone numbers to the Customer which the Customer shall only use to access the Services. CloudClevr may reallocate or change such telephone numbers as a result of changes in applicable law or instructions from any regulatory authorities, but will exercise all reasonable endeavours to minimise any disruption to you. CloudClevr may withdraw telephone numbers that have been allocated to the Customer as a result of the Customer’s failure to comply with the Order.

4.4. If the Customer decides to Port a mobile telephone number allocated to it by the Network Operator, CloudClevr shall release the Customer’s mobile telephone numbers for the Customer’s nominated mobile network operator to transfer in accordance with OFCOM Charges may apply in relation to such a Port.

4.5. Each SIM may only be used in hardware which is enabled for Services and is authorised by the Network Operator for Connection to the Any attempt to use the SIM in other equipment may result in serious damage to the equipment and may prevent the Customer from being able to use it, including the making of emergency calls. In these instances, CloudClevr and/or any Network Operator are not responsible for any such damage, usage problems, inability to call emergency services or for any other liability whatsoever. The Customer acknowledges and agrees that it is solely liable for any such consequences.

5. Services and Coverage

5.1. CloudClevr shall use reasonable endeavours to give the Customer access to Overseas Networks; however, CloudClevr shall not be responsible for the performance of Overseas Networks or any network not controlled by CloudClevr. Overseas Networks may be limited in quality and coverage, and access and Service availability depends on the arrangements with overseas operators.

5.2. Where CloudClevr provides the Customer with any usage alerts, the Customer accepts that these are on a reasonable endeavours basis and CloudClevr has no liability should CloudClevr, for any reason, fail to send or be late in sending or the Customer fails to receive for any reason such usage alert and the Customer agrees it will remain liable for all usage costs incurred whether CloudClevr alerted the Customer to such usage or not. It is the Customer’s responsibility to ensure that it does not exceed any agreed usage limits.

5.3. Where the Customer opts in to an international roaming bolt on it accepts it is agreeing to opt out of any automatic barring (including any European regulatory barring) and agrees to pay for all roamed usage outside of any bundle allowance.

5.4. Where the Customer opts to take any automatic top up bundle it accepts there will be no limit to the amount of times the Bundle will auto top up and it agrees it will be liable for all automatic top up Charges.

5.5. Usage and Spending Caps. Where usage or spend caps are agreed, the Customer acknowledges that such caps may be subject to implementation lead times or delays, and that CloudClevr has no liability for any usage or charges incurred prior to the cap taking effect. The Customer remains solely responsible for all usage and associated charges up to and including the point at which the cap is confirmed by CloudClevr in writing as active. CloudClevr may, on a reasonable endeavours basis, notify the Customer of approaching or exceeded caps, but shall have no liability for any failure or delay in issuing such notifications, nor for the Customer’s failure to receive or act on them. It is the Customer’s responsibility to manage its usage to remain within agreed limits, and it remains liable for all charges incurred regardless of whether any cap was delayed or any notification was provided.

6. Customer Equipment

6.1. If the Customer has a SIM-only tariff from CloudClevr then the unlocking of any Customer’s Equipment is the Customer’s

7. Disruption to Services

7.1. There may be situations when Services are not continuously available or the quality is affected and so CloudClevr cannot guarantee a continuous fault-free Service, for example:

as set out in paragraph 4 (Service Availability, Performance and Maintenance) of Schedule (Connectivity Services); and/or
when any Network Operator needs to perform upgrading, maintenance or other work on the network or Services;
when Customer moves outside the Network Operator’s coverage area whilst the Customer is on a call;
when the Customer is in areas not covered by the Network Operator;
where Artificially Inflated Traffic has been identified;
due to Emergency Planning Measures; or
because of other factors such as:
1. the features or functionality of the Customer’s Equipment,
2. regulatory requirements,
3. lack of network capacity.

8. Suspension of Services

8.1. CloudClevr may suspend any or all of the Mobility Services immediately and without notice, compensation or liability to Customer:

in accordance with Clause 16 (Suspension) of the Agreement; and/or
CloudClevr believes the SIM Card or the mobile hardware used with it have been lost or stolen;
CloudClevr reasonably believes that the Customer has used Services, the SIM Card or a phone number for illegal or improper purposes or to make Nuisance Calls in contravention of our responsible use requirements within this Schedule;
CloudClevr reasonably believes the Customer is using the Service for a voice over internet protocol service or similar service that is not authorised by CloudClevr;
where a SIM Card has been inactive for two consecutive quarters;
CloudClevr reasonably suspects the Customer is using a GSM Gateway;
CloudClevr reasonably suspects the Customer is in breach of paragraph 19.3 or paragraph 19.15 of this Mobility Services Schedule;
the Customer’s usage is adversely affecting the operation of the mobile network or provision of the mobile services;

8.2. If the Services are suspended, CloudClevr may agree to re-Connect the Customer if it asks CloudClevr to do so and there may be a re-Connection Charge for this.

9. Orders and Charges

9.1. If the Customer does not ask CloudClevr to activate its Service then CloudClevr will activate the Customer’s Service within 10 Business Days of the Service Commencement Date, unless CloudClevr agrees otherwise with the Customer in writing. Customer is liable for all Charges from the Service Commencement Date [or activation date, whichever is later].

9.2. Where the Customer chooses to take a Bundle as its Tariff all call types not included in the Bundle and calls included in the Bundle that exceed the allowance will be chargeable at CloudClevr’s standard pricing, or as otherwise agreed in writing.

9.3. All Bundles, metered and unmetered Tariffs are subject to CloudClevr’s fair use policy which will be as detailed in CloudClevr’s Tariff documentation or the Customer’s Order.

9.4. Unless otherwise specified in the Tariff, Bolt Ons must be added at the point of Connection and shall apply for the duration of the Order and cannot be removed mid- term. Bolt Ons removed mid-term will be liable for Early Termination Charge

9.5. Due to the nature of roaming usage, such usage may be invoiced to the Customer several months in arrears and there shall be no time restriction on the invoicing of such usage and standard payment terms shall apply to these Charges.

9.6. Notwithstanding paragraph 9.5, Charges for all mobile usage may be invoiced up to 12 months in arrears and standard payment terms shall apply.

10. Services – Areas where CloudClevr has no responsibility

10.1. CloudClevr and any Network Operator will not be liable:

for any loss the Customer may incur as a result of someone using Customer PINs or passwords, with, or without, Customer knowledge; or
if CloudClevr or any Network Operator cannot carry out their respective duties, or provide Services, because of something beyond CloudClevr’s control, or
for any direct or indirect costs or losses as a result of errors in programming where the Customer uses CloudClevr’s Fixed Dialling Number SIM functionality; or
where during a Port the gaining network operator fails to take over the Customer’s Connections for any

10.2. This paragraph 10 will survive termination of the applicable Order.

11. Others’ content and services – Areas where CloudClevr has no responsibility.

11.1. The Customer may be able to use Services:

to upload, email or transmit content using Services; and
to access content which is branded or provided by others and to acquire goods and services from others.

11.2. Where CloudClevr provides the Customer with such access, all CloudClevr does is transmit the content to the Customer and CloudClevr does not prepare or exercise control over the content, goods or CloudClevr and any network operator are not responsible or liable in any way for, and do not endorse, any of this content, goods or services.

12. Use of the Service

12.1. The Customer may supply the Services to its own end users in its business, but not to any other party. The Customer is responsible for ensuring the compliance of end users with the terms of the Order, all applicable laws and codes of practice which may vary from time to time.

12.2. The Customer shall only use mobile hardware authorised for use on the network.

12.3. Where an end user causes the Customer to be in breach of its obligations of the Order, CloudClevr shall be entitled to suspend such end user’s use of the Services. Before exercising this right, CloudClevr shall notify the Customer of its intention to do so where this is reasonably practicable, allowing an opportunity to remedy the alleged breach (where it is capable of remedy); otherwise, CloudClevr shall notify the Customer as soon as reasonably practicable after the suspension. This right of suspension shall only apply during the period of breach, although re-instatement of the Service may be subject to the payment of a re-Connection Charge.

12.4. During any period of suspension, the Customer shall continue to pay all Charges due under the Order in respect of the suspended Services.

13. Secure PIN, Passwords and SIM Card

13.1. The Customer must ensure that it keeps the SIM Card safe and secure whilst it is in its possession and it must ensure that it is able to return it to CloudClevr, if required to do so by CloudClevr at any time, as set out in this Schedule. There will be a charge for any replacement SIM Card, unless the original SIM Card is defective.

13.2. The Customer must keep all PINs and passwords secure and confidential. The Customer is also responsible for the security of the Hardware and must ensure that it keeps it secure (refer to the Hardware manufacturer’s user guide for details of how to keep the Hardware secure).

13.3. The Customer should immediately change its PIN or password if it becomes aware that someone is accessing Services on its account without the Customer’s permission.

14. Responsible use of Messaging and Storage Services

14.1. CloudClevr or Network Operators may put limits on the use of certain Services, such as Messaging Services or Storage Services. For example, CloudClevr or Network Operators may limit the size of messages or storage space and CloudClevr (or its Network Operators) reserve the right to remove or refuse to send or store content on the Customer’s behalf.

15. Responsible use of Age Restricted Services

15.1. If the end user is under 18, it is not permitted to access Age Restricted Services (if any). If the end user is 18 or over and it accesses the Age Restricted Services, it must not show or send content from the Age Restricted Services to anyone under 18.

15.2. The Customer must ensure that it has deactivated any access to Age Restricted Services if it lets anyone under 18 use the Service.

16. Responsible use of Services outside the UK

16.1. If the Customer uses Services from or in a country outside the UK, its use of the Services may be subject to laws and regulations that apply in that other country. CloudClevr is not liable for the Customer’s failure to comply with those laws or regulations.

17. Ending the Order and Disconnection of Services

17.1. If a request is received to Port a mobile telephone number to another provider, CloudClevr will provide a porting authorisation code (“PAC”) to the Customer in accordance with current regulatory guidelines. The Customer will still be liable for any outstanding amounts due in relation to the Order, including any Early Termination Charges, and for all costs incurred up to the point the Customer Ports away from CloudClevr.

17.2. If a request is received to terminate a mobile Service as the Customer is moving to another network operator and not taking the existing telephone number, CloudClevr will provide a service termination authority code (“STAC”) to the Customer in accordance with current regulatory guidelines. The Customer will still be liable for any outstanding amounts due in relation to the Order, including any Early Termination Charges, and for all costs incurred until the point the STAC has been activated by the gaining provider. Should the gaining network operator fail to activate the STAC for any reason the Customer will remain liable to CloudClevr for all costs and continuing Charges.

17.3. If the Customer Ports a number away from CloudClevr, CloudClevr will charge the Customer an administration fee per number to cover the cost of removing the Customer’s number from CloudClevr’s Service, such fee applicable at the time will be available on request.

17.4. When CloudClevr receives a STAC generated by another network operator, CloudClevr will complete the STAC process as instructed and in accordance with current regulatory guidelines but will not be liable for any charges generated by the losing Network Operator, these charges are for the Customer to settle.

17.5. The above provisions of this paragraph 17 do not apply to IoT Direct Mobile Services. Any porting or transfer of such services will be by agreement with CloudClevr and subject to additional charges at CloudClevr’s prevailing rates from time to time..

18. Effect of the service ending

18.1. If the Services under this Schedule end, CloudClevr will close the Customer’s account and Disconnect the Customer and the Customer will not be able to use Services or make emergency calls.

18.2. The Customer will not be entitled to any remaining Hardware Fund or unused discount following termination of the Order.

19. Flow Down Terms

19.1. The Direct Mobile Services are provided by CloudClevr acting as a reseller of the mobile services of its chosen partner(s) for direct mobile connectivity solutions from time to time (the “Partner(s)”) which in turn contract with licensed mobile Network Operators such as Vodafone Limited or Telefonica UK Limited.

19.2. CloudClevr:

is not the agent of the Partner or any Network Operator used by it; and
provides the Direct Mobile Services acting for its own account, i.e. as the supplier of the Direct Mobile Services under contract to the Customer.

19.3. Customer and its users shall not use the Direct Mobile Services and/or systems or services of the Partner and/or its Network Operators (“Systems”):

in any way that causes such Systems to be impaired;
using any automated means to make calls or texts, or otherwise generating excessively high volumes of data including via a GSM Gateway;
to send unsolicited bulk SMS or email messages;
in any way that is inconsistent with good faith commercial practice towards CloudClevr, Partner and/or its or their Network Operators;
to resell or otherwise distribute the Direct Mobile Services or any equipment supplied by CloudClevr, Partner or its or their Network Operators.

19.4. In this paragraph 19:

“Authority” means any authority to provide an electronic communications network under the Communications Act 2003 or any licence granted to Partner and/or any Network Operator by the Secretary of State under the Wireless Telegraphy Act 1949 (as amended in 1998); and
“Unremedied Default” means where CloudClevr has been put on notice by Partner that an invoice from Partner to CloudClevr is overdue and remains unpaid three Business Days after such notice has been issued by Partner.

19.5. The Customer shall:

observe and comply with the Authority, all applicable laws and comply with any requirement of the Office of Communications or the Secretary of State under the Authority and/or any applicable laws;
not act or omit to act in any way which will or may place Partner in breach of any provisions of the Authority or any other licences, authorisations, provisions of law and/or any directions applicable to it and shall co-operate fully with Partner to comply with all of the same; and
not act or omit to act in any way which will or may injure or damage any persons or the property of any persons (whether or not employees agents or representatives of Partner).

19.6. The Customer shall notify CloudClevr if it becomes aware of any breach of paragraphs 19.3 to 19.5 above and shall comply with any request or instruction from CloudClevr and/or Partner in connection with such notification and any associated remediation steps.

19.7. Customer gives its consent that, in the event of an Unremedied Default by CloudClevr, CloudClevr may on written request by Partner assign to Partner the right to receive any and all monies due from the Customer for future airtime.

19.8. Customer agrees:

that (1) if CloudClevr ceases trading or enters into any arrangement with its creditors or (2) in the event of Unremedied Default by CloudClevr, CloudClevr may, if required by Partner, assign all its rights, benefits and entitlements under the relevant Order for Direct Mobile Services Partner without further consent of the Customer;
Customer’s billing information, account information and any other relevant information held by Partner for the purpose of providing the Direct Mobile Services may be disclosed to CloudClevr;
that Partner may require changes to the terms of any Order for Direct Mobile Services at any time and CloudClevr may change any such Order in response to any such requirement without Customer consent and with immediate effect by notice in writing;
that notwithstanding Clause 21.12 of the Agreement, Partner and/or its Network Operators may directly recover from Customer any losses suffered in respect of any activity that breaches paragraph 19.3, paragraph 19.5 or the AUP, and Customer shall pay any such amounts on demand; and
that the Order for Mobility Services may be assigned or otherwise transferred to Partner.

Supplementary Schedule re: Inbound and NGN Services

1. Scope and Overview

1.1. This Supplementary Schedule (the “Inbound and NGN Services Supplementary Schedule”) forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/

either such contract being, as applicable, the “Agreement“)

1.2. This Inbound and NGN Services Supplementary Schedule applies to any Order for Connectivity Services where the Customer receives any Inbound and NGN Services from CloudClevr.

1.3. For the purpose of this Inbound and NGN Services Supplementary Schedule, the expression “Inbound and NGN Services” has the meaning given to it in paragraph 18 of Schedule 3 (Connectivity Services) of the Agreement.

1.4. This Inbound and NGN Services Supplementary Schedule supplements:

the Agreement and, in particular,
Schedule 3 (Connectivity Services) of the Agreement into which this Supplementary Schedule is incorporated by reference.

1.5. Words and expressions defined in the Agreement shall have the same meaning when used in this Supplementary Schedule.

2. Inbound Non-Geographic Number Services

2.1. CloudClevr may apply additional Charges for each inbound number which does not carry any traffic for any period of three (3) consecutive months.

2.2. CloudClevr may apply a nominal monthly Charge for each inbound number if the only Service the Customer takes from CloudClevr is the Inbound Service.

2.3. If an inbound number is withdrawn by OFCOM or PSA or any of CloudClevr’s suppliers CloudClevr may recover the number(s) from the Customer immediately. In such circumstances, CloudClevr will use reasonable endeavours to supply the Customer with another number.

2.4. Where the Customer takes an international number as part of the inbound number service, in addition to the above, the following shall apply:

CloudClevr cannot guarantee call quality and shall not be liable for service incompatibility. It is recommended that the Customer performs full compatibility tests prior to publishing any international number(s) provided by CloudClevr;
CloudClevr cannot usually provide support for calls from mobile numbers; if it is provided there will be an additional charge;
the Customer accepts that restrictions to the service may apply in certain countries and Customer agrees to abide by these

2.5. CloudClevr is reliant on third parties for delivery of the Customer’s billable call records so there may be a delay in CloudClevr billing the Customer for the Customer’s international inbound calls.

3. Rebates

3.1. Where the Services comprise or include services in respect of which rebates are payable by CloudClevr to the Customer (“Rebate Services”), the Customer hereby authorises CloudClevr to raise an invoice on the Customer’s behalf.

3.2. The Customer agrees it shall be entitled to deduct rebates payable by CloudClevr to the Customer from the payment of Charges.

3.3. For any Service regulated by the PSA, CloudClevr shall not make any payments of rebates to the Customer for at least thirty (30) days after the use of the Service to which the payments relate.

3.4. CloudClevr may revise the amount of the rebates payable to the Customer by giving the Customer written notice at any time, prior to the effective date of revision. The revised amounts shall apply to all rebate services on or after the effective date of such notice of revision.

3.5. Each rebate shall be calculated according to the duration of calls relating to the Rebate Service as indicated by CloudClevr’s and/or the relevant Third-Party Operator.

3.6. Following a decision or request from the PSA relating to a Rebate Service, CloudClevr may withhold from any rebate payable to the Customer or demand payment by the Customer such sums as are sufficient to meet any fines, administrative charges or other sums payable by CloudClevr to the PSA and to which the PSA claim entitlement under the PSA Code and such sums shall be recoverable by CloudClevr from the Customer.

3.7. If CloudClevr has reasonable grounds to suspect that the Customer is in breach of the Order or that the Rebate Services are being used (whether by the Customer or any third party) for any illegal or fraudulent activity and/or otherwise than in accordance with the terms of the Agreement, then CloudClevr shall be entitled to withhold payment of any sum (in whole or in part) due to the Customer in relation to the Rebate Service or deduct the same from any rebate due to the Customer unless and until the Customer can prove to CloudClevr’s reasonable satisfaction that it is not in breach of the Agreement and/or that the Rebate Service was not so used.

3.8. If CloudClevr pays a rebate to the Customer and following a subsequent decision or request from the PSA relating to a Rebate Service, CloudClevr are required to pay the PSA any fine, administrative charges or other sums to which the PSA claim entitlement under the PSA Code:

a Network Operator subsequently withholds payment of any sum (in whole or in part) due to CloudClevr in relation to a Rebate Service;
a Network Operator subsequently claims repayment of any sum paid to CloudClevr in respect of a Rebate Service, provided such a claim does not arise because of CloudClevr’s actions or the actions of CloudClevr’s employees or representatives; and/or
CloudClevr have reasonable grounds to suspect that a rebate has been paid for a Rebate Service that has been or is being used (whether by the Customer or any third party) for any illegal or fraudulent activity and/or otherwise than in accordance with the terms of the Agreement or was paid to the Customer whilst the Customer was in breach of the Agreement,

3.9. (collectively referred to as “Relevant Rebate”) CloudClevr shall be entitled to:

deduct an amount equal to the Relevant Rebate from any future rebate due to the Customer under the Agreement; demand payment by the Customer of an amount equivalent to the Relevant Rebate and the Customer agrees to pay such amount within fourteen (14) days of the receipt of such a demand; or
deduct an amount equivalent to the Relevant Rebate from any sum held by CloudClevr or any of its Associates whether under the Contact or any other agreement as security of the Customer’s obligations.

3.10. If the terms on which rebates may be paid by CloudClevr (as a supplier of non-geographic numbers) change (whether by supplier decision or regulator decision or change of law or otherwise) then CloudClevr may amend the terms upon which the rebate Service is supplied to the Customer upon written notice.

4. Conferencing Services

4.1. Where CloudClevr provides the Customer with numbers or access codes in relation to the Conferencing Services, the Customer accepts it does not own the numbers or access codes and CloudClevr reserves the right to withdraw these at any time. On termination of the Conferencing Services for any reason any numbers and/or access codes provided by CloudClevr will be withdrawn.

4.2. Conferencing Services may be subject to maximum participants which may vary from time to time.

4.3. The Customer agrees to keep confidential all access codes and only share guest access codes with any guest participants. The Customer will be liable for all Charges whether the service was used with the Customer’s knowledge or not.

Supplementary Schedule re: Internet Connectivity Solutions

1. Scope and Overview

1.1. This Supplementary Schedule (the “Internet Connectivity Solutions Schedule”) forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.

either such contract being, as applicable, the “Agreement“).

1.2. This Internet Connectivity Solutions Schedule applies to any Order for Connectivity Services where the Customer receives any Internet Connectivity Solution from CloudClevr.

1.3. This Internet Connectivity Solutions Schedule supplements:

the Agreement and, in particular,
Schedule 3 (Connectivity Services) of the Agreement into which this Supplementary Schedule is incorporated by reference.

1.4. Words and expressions defined in the Agreement shall have the same meaning when used in this Supplementary Schedule.

1.5. In this Supplementary Schedule, the terms “Internet Connectivity Solution”, Broadband Services, Backup Services, MPLS/IVPPVPN Services and SD-WAN have the meaning assigned to them in paragraph 11 of Schedule 3 (Connectivity Services).

2. Internet Connectivity Solutions

2.1. The service description for an Internet Connectivity Solution is available from relevant CloudClevr supplier documentation which may be updated from time to time.

2.2. Broadband Services are provided subject to applicable fair usage policies, bandwidth limitations, content filtering requirements, usage charges and terms and conditions of the underlying provider or carrier.

2.3. Leased Line Services are subject to the relevant supplier terms including any applicable fair usage, excess usage charges, and technical or geographic limitations. The relevant vendor documentation will define the service standards and any EULAs applicable to customer premises equipment (CPE) or supporting platforms.

2.4. Backup Connectivity Services are subject to fair usage limits, particularly for mobile or wireless data, and may incur usage-based charges depending on consumption levels. The use, limitations, and service behaviours will be governed by the documentation provided by the applicable carrier or platform, which may include EULAs and network policy terms.

2.5. SD-WAN services are subject to usage policies, vendor licensing terms, EULAs, and traffic prioritisation limits as set out by the applicable vendor and platform documentation, which define service scope and performance standards.

2.6. These services are subject to vendor-specific policies, including any fair usage, traffic prioritisation rules, security requirements, and usage-related charges, as well as any EULAs or support terms applying to CPE or monitoring software.

2.7. Customer shall comply with all relevant third party supplier terms and conditions referenced above, to the extent applicable to the Internet Connectivity Solution provided.

2.8. Unless the Customer has ordered installation of a router, it is the Customer’s responsibility to install a router where this is required and CloudClevr will not be liable for failure to meet any dates or service provisioning due to delay in the installation of such router.

2.9. CloudClevr will maintain the Service up to the Service demarcation point which will typically be the point where the relevant supplier’s wiring or fibre enters the premises, or the customer port on the router where supplied by CloudClevr or such supplier.

2.10. Where CloudClevr agrees that the Customer may use/supply its own router for the Internet Connectivity Solution the Customer agrees that all responsibility and liability for such Customer Equipment remains with the Customer. Should CloudClevr visit the Site due to a fault which is later found to be caused by Customer Equipment not provided by CloudClevr then CloudClevr will charge the Customer for such Site visit and any additional costs incurred as a direct result.

2.11. The Customer’s use of the Internet Connectivity Solution is entirely at the Customer’s own risk. CloudClevr will not be liable for any loss or damage arising from any virus, trojan horse, spam or other malicious content that the Customer may receive while using the Internet Connectivity Solution notwithstanding that there may be a firewall contained in CloudClevr Equipment supplied in connection with the Service.

2.12. To enable CloudClevr to provide the Service, the Customer will prepare the Sites and the Network and connect any tail circuits to the Network in accordance with CloudClevr’s instructions.

2.13. CloudClevr reserves the right not to provide the Service to any site and to cancel an Order for operational reasons including:

the distance between a Customer site and the point of presence of the relevant Network Operator;
if a site survey finds that a site is not suitable for the provision of the Service;

3. Broadband Services

3.1. If CloudClevr considers that the Customer’s bandwidth usage profile is abnormal or out of the ordinary (including extremely high levels of bandwidth use in a given period), CloudClevr has the right to take such action as it deems appropriate which may include restricting or suspending the Customer’s use of the broadband Service, or increasing the Charges, and the Customer shall be liable for the same.

3.2. CloudClevr will make reasonable endeavours to inform the Customer in advance if CloudClevr imposes any restrictions on the Customer’s use of the The Customer shall remain responsible for the Charges during any period of suspension of such broadband Service.

3.3. Where any data service requires a CloudClevr public switched telephone network (“PTSN”) line that line should have no other services or features attached to the The line should have a minimum level 4 maintenance care from the relevant provider to the Customer of that line (level 4 maintenance costs will be the responsibility of the Customer).

3.4. Any Service will cease automatically if the underlying PSTN line is ceased, but the Customer will remain liable for any Charges for the remainder of the current Committed Period or Renewal Period, as applicable.

3.5. Any internal line shift carried out on the underlying PSTN line supporting the Service may impact on the speed (either slower or faster speed).

3.6. Where applicable, actual available line speed will be confirmed during the provisioning process. If the maximum upstream line speed is lower than originally ordered, CloudClevr will process the order to allow the confirmed highest available downstream speed.

4. Backup Services

4.1. An asymmetric digital subscriber line (“ADSL”) /fibre to the cabinet (“FTTC”) broadband backup service requires a PSTN line provided by CloudClevr and clear of any other broadband services for service delivery.

4.2. Any backup line, including ADSL/FTTC/single order generic ethernet access/fibre to the premise/cellular must be installed and located within two (2) metres of the ethernet termination point and router location.

4.3. For a fibre ethernet with an ethernet for the first mile (EFM) backup Service, both Services will terminate in the same exchange as it is not possible to route to different exchanges. Therefore, the Customer agrees that in such circumstances, the Service with the backup Service is not resilient.

4.4. If the backup Service is provided via a 4G/5G/cellular connection, the following terms apply:

The Customer must ensure that compatible Customer Equipment is used for any 4G/5G backup Service, including but not limited to a suitable router and SIM card provided by CloudClevr.
Activation and Failover: In the event of a primary Service Failure, the 4G/5G backup Service will automatically activate. The use of the cellular backup Service is only permitted during a primary Service Failure.

4.5. In the event of a Service failure on the primary Service, the backup Service will automatically become effective. Use of the secondary backup service is not permitted other than in the event of a primary Service failure. In the event of a failure of both the primary and secondary Services, CloudClevr will initially resolve the Service Failure on the primary Service.

Supplementary Schedule re: Microsoft products

1. Scope and Overview

1.1. This Supplementary Schedule (the “Microsoft Schedule”) forms part of:

a CloudClevr Master Framework Agreement into which it is incorporated; or
an Order made pursuant to CloudClevr’s Customer Terms located at https://cloudclevr.com/terms-and-policies/.

(either such contract being, as applicable, the “Agreement“).

1.2. This Microsoft Schedule applies to all Orders for Microsoft products and services and supplements the Agreement and, in particular, Schedule 5 (Software, Cloud Services and Managed Services) of the Agreement into which this Supplementary Schedule is incorporated by reference for all such Orders.

1.3. Words and expressions defined in the Agreement shall have the same meaning when used in this Supplementary Schedule.

2. Microsoft Products

2.1. CloudClevr, either directly or as a customer of a Microsoft appointed reseller (“Reseller”) from time to time, is authorised via the Microsoft Partner programme to facilitate the purchasing of certain Microsoft products by CloudClevr’s customers from time to time.

2.2. To the extent Customer purchases Microsoft products under an Order then:

the Customer does so via the above Partner Programme framework; and
Customer shall at all times comply with:
1. paragraph 8 of Schedule 5 (Software, Cloud Services and Managed Services); and
2. this Microsoft Schedule.

2.3. This Microsoft Schedule:

sets out various additional essential terms that CloudClevr is required to have in place with each of its customers that purchase Microsoft products;
contains terms that are non-negotiable and mandatory for the Customer to purchase its Microsoft product requirements via CloudClevr;
applies in relation to all Orders for Microsoft products concluded between Customer and CloudClevr;
does not apply to any other products or services including any Microsoft purchases that Customer chooses to make from suppliers other than CloudClevr.

2.4. Customer shall ensure that, in relation to each Microsoft product supplied via CloudClevr, it accepts and agrees to the terms of the Microsoft Customer Agreement (“Customer Agreement”) located at https://www.microsoft.com/licensing/docs/customeragreement, which terms may be updated from time to time by Microsoft along with any other applicable Product Terms applicable to the Microsoft products purchased.

2.5. Customer shall regularly check Microsoft’s websites and the above link for any changes or updates which may affect the Customer’s and/or Microsoft’s obligations. Failure to do so will not in any way diminish the binding nature of such changes or updates on Customer.

2.6. Without prejudice to the generality of paragraph 2.4 above, Customer acknowledges and shall comply with the following terms and conditions (“Additional Microsoft Terms”) relating to relevant Microsoft products supplied to it via CloudClevr under any Order:

2.7. Customer shall regularly check the Additional Microsoft Terms for any changes or updates that may affect the Customer’s and/or Microsoft’s obligations. Failure to do so will not in any way diminish the binding nature of such changes or updates on Customer.

2.8. In the event of any conflict between the Additional Microsoft Terms and the Customer Agreement, unless such conflict is expressly resolved by Microsoft’s provisions within such terms, the Customer Agreement shall prevail.

2.9. Customer shall enter into any further agreements required by Microsoft under the Additional Microsoft Terms and/or Customer Agreement (as amended) and/or as otherwise required by Microsoft from time to time and shall not act (or fail to act) so as to cause CloudClevr to be in breach of any of its obligations to Microsoft or its Reseller from time to time.

2.10. Where an Order encompasses a Microsoft cloud service, CloudClevr will be assigned to the cloud subscription/s as the Digital Partner of Record (DPOR) and/or Claiming Partner of Record (CPOR) (as applicable) for the term of such Order.

2.11. Customer’s Microsoft subscriptions come with a set of admin roles that it can assign to users. Each admin role maps to common business functions and gives people in the Customer’s business permissions to do specific tasks in the admin centres. Customer agrees, on request from CloudClevr from time to time, to allocate admin roles to named CloudClevr personnel to the extent needed for CloudClevr to deliver services to Customer under this Contract.

2.12. If Microsoft elects to discontinue a product, the Parties shall coordinate as necessary with a view to enabling continuation of similar service to Customer, and CloudClevr shall notify Customer of equivalent or alternative Microsoft product(s) and/or licence(s) (as applicable) including the amended pricing to apply in relation to the same. Customer shall then promptly enter into relevant agreements on the required timescale to enable such continuity.

3. CSP Services

3.1. Microsoft CSP Services available via CloudClevr include: Azure, Azure Plan, Microsoft/Office 365 subscription licensing and associated add-ons, Microsoft Dynamics 365 & Power Platform licensing, Windows Server Perpetual & Subscription and Windows SQL Licensing Perpetual & Subscription and Reserved Instances.

3.2. The terms and conditions of this Supplementary Schedule including in-scope products may be updated from time to time in responses to changes in products and/or terms by Microsoft. In such circumstances, CloudClevr will inform the Customer of the amendment to this Supplementary Schedule in writing from time to time (which may include via email). Such amendment will be valid when notified. The continued use of the relevant Microsoft CSP Products will confirm the Customer’s acceptance of any variations.

4. Azure/Azure Plan Billing

4.1. Azure/Azure Plans are provided two ways depending on the service taken by the Customer:

Bundled Service – where the Customer pays a fixed fee each month; or
Consumption Based Service – where the Customer pays a variable fee each month.

4.2. Bundled Services are paid in advance each month based on the product sold. Where additional product elements are required, the Charges will be adjusted and agreed in advance of billing.

4.3. Consumption based Services are billed at the end of each month.

4.4. After the end of each month the Customer will receive an Invoice with the actual usage for that month. This is based on the most recent usage data available from Microsoft which shall for all purposes be definitive.

5. Azure Pricing/Rate Card

5.1. Azure Charges are based on a pricing rate provided by Microsoft. Charges are based on a Global USD rate and is invoiced to CloudClevr on a monthly GBP conversion rate. Any fluctuations in the currency exchange rate will be reflected automatically in the monthly invoice for all consumption-based products. Where currency fluctuations have an impact on pricing the Customer will be advised in advance of any changes to pricing.

6. Access Levels

6.1. In order to transact and bill the Customer’s Azure/Azure Plan correctly and in line with Microsoft’s direct CSP Reseller guidance CloudClevr must have access to the Customer’s system and data and also maintain “Admin on Behalf of Privileges” to all the Customer subscriptions at all times to ensure effective billing. Any removal of this privilege will result in a breach of service notification and CloudClevr will automatically add a 15% surcharge to the Customer’s Azure billing.

7. Azure Marketplace

7.1. Some Azure Marketplace Services are available through Microsoft Azure/Azure Plan. To use any Azure Marketplace based Service on the Customer’s Azure Tenant the Customer must contact CloudClevr in advance.

7.2. The Customer is liable for all Charges in full associated with all Azure Marketplace items and this may include third party licensing costs and Azure Consumption costs.

8. Azure Reserved Instances

8.1. When the Customer agrees to CloudClevr activating reserved instances on the Customer Azure subscription, the Customer also agrees to a minimum commitment period of 1 year. These reserved instances will be charged on a monthly basis.

8.2. Any cancellation or change of a reserved instance may incur cancellation Charges pursuant to Microsoft terms and conditions. Customer must comply with such terms and conditions at the time of cancellation and pay any such Charges.

9. License Based Services

9.1. Cloud Licensing: Microsoft New Commerce Experience
From January 2022 Microsoft introduced 2 ways to license cloud Services:

annual commitment; or
monthly commitment.

9.2. The Customer can have both annual commitment and monthly commitment licensing in operation at the same time.

9.3. For annual commitment licensing the following applies:

On agreement to procure annual commitment licensing through CloudClevr the Customer agrees that it will pay for all services in full for the contracted period. Services are billed monthly and the minimum contracted period is 12 months. In some circumstances Services can be paid for in advance in full for the 12-month period.
Should the Customer wish to cancel any licenses this can only be done within 72 hours of license activation and can only be processed on a Business Day between the hours of 9am and 4.30pm and via phone – email notification only is not accepted. Any cancellation request outside of this timeframe cannot be actioned and the Customer will be liable for all licenses for the commitment period. Should the Customer choose to cancel within the agreed timeframe of 72 hours then the Customer will be liable for any costs of the licenses during that 72-hour period.
During the period of the Customer’s license commitment, the Customer cannot step down to a lower licensing plan or reduce the licensing commitment.
During the period of the Customer’s licensing contract, the Customer can step up its licensing plan and increase the quantity of licensing. Any increase in licensing is subject to the same terms as the existing licensing subscription and the commitment will expire at the same date as the original subscription.
Per licence pricing from Microsoft is fixed for the duration of the Customer’s license contract i.e. the price per license remains the same for the duration of the commitment.

9.4. For monthly contract licensing the following applies:

On agreement to procure monthly commitment licensing through CloudClevr the Customer agrees that it will pay for all services in full for the contracted period. Services are billed monthly and the minimum contracted period is one month.
Should the Customer wish to cancel any licenses this can only be done within 72 hours of license activation and can only be processed on a Business Day between the hours of 9am and 4.30pm. Any cancelation request outside of this timeframe cannot be actioned and the Customer will be liable for the costs of all licenses. Should the Customer choose to cancel within the agreed timeframe of 72 hours then the Customer will be liable for any costs of the licenses during that 72-hour period.
During the period of the license commitment:
1. the Customer cannot step down to a lower licensing plan or reduce the licensing commitment.
2. the Customer can step up its licensing plan and increase the quantity of licensing. Any increase in licensing is subject to the same terms as the existing licensing subscription.
Pricing from Microsoft is fixed the duration of the license commitment (i.e. one month) and can change on a monthly basis depending on Microsoft rates from time to time.
Monthly subscriptions incur a price premium of around 20% on the annual commitment value and will auto renew automatically for one-month periods.
If Customer wishes to cancel a monthly contracted license plan it must contact CloudClevr no less than 14 days in advance of the renewal date. For monthly commitment licensing the monthly renewal date is the end of each calendar month.

10. Commitment Renewals

10.1. All licensing commitments automatically renew for the same commitment duration at the end of their respective term. The quantity of licenses renewed is the quantity on the day of renewal. CloudClevr will (except for monthly renewals) notify the Customer via e-mail at least 45 days before the renewal with the license type, quantity and commitment period to be renewed. For example, if Customer purchases 100 Microsoft 365 Business Premium Licenses on 1st January in an annual commitment and add 20 licenses on 1st May, on 31st December the Customer will be automatically renewed for 120 Microsoft 365 Business premium licenses for a further 12 month commitment.

10.2. If Customer wishes to cancel or de-activate the auto renewal, it must notify CloudClevr via the support e-mail address at least 30 days in advance of the annual termination date.

10.3. Should Customer wish to amend the licensing quantities before the renewal date, the Customer must notify CloudClevr via e-mail at least 30 days in advance of the annual termination.

10.4. In the event of early termination of any commitment, the Customer is liable for the Early Termination Charges.

11. Software Subscriptions

11.1. Software subscriptions available through the CSP program include licenses for Windows Server and SQL Server.

11.2. Such subscriptions are available in commitments of minimum period of one year.

11.3. The Customer must pay for such Software subscriptions in full for the period of commitment in advance.

11.4. At the end of the subscription, the Customer can no longer use the Software and must remove it or re-subscribe for another term.

11.5. Where the subscription period ends prior to expiry of the minimum period, the Customer shall be liable to pay CloudClevr the Early Termination Charges.

12. Perpetual Software

12.1. Perpetual Software can be obtained by the Customer through CloudClevr as a Microsoft CSP. This includes but is not limited to Windows Server and SQL Server licensing. Perpetual Software is a once off payment and is paid in advance.

12.2. Once paid in full, the Customer will have a perpetual licence on the terms specified by Microsoft, and the Customer is responsible for maintaining all Software license keys. CloudClevr does not guarantee it will be able to retrieve any license keys in the future.

12.3. The Customer must retain proof of purchase along with the license keys should these be required in a Software audit or to re-install any Software.