- General
1.1 The digital services provided by RS (the “Digital Services”) form part of the Services and are provided pursuant to the Agreement which comprises the general terms and conditions of service (the “Terms and Conditions for Services”), the Front Sheet and any Specific Service Terms (which includes these terms).
1.2 These Specific Service Terms comprise:
(a) the general Specific Service Terms (set out in Part A below); and
(b) any Specific Service Terms applicable to the particular Digital Services you are using (set out in Part B below, under the relevant heading).
1.3 If, and to the extent, there is any conflict or inconsistency between Part A and Part B of these specific service terms, the terms of Part B will prevail.
1.4 This Agreement is only applicable to business customers. Accordingly, the Customer represents and warrants that it is a duly incorporated and validly existing company, corporation or similar organisation under the laws of the jurisdiction of its incorporation, and the execution fo this Agreement by its representative has been duly authorised by all necessary corporate or organisational action of the Customer.
- Definitions
2.1 Authorised Location: means, if applicable, the locations identified in Part B below in which the Customer and the Authorised Users may use the Digital Services.
2.2 Authorised Users: means, unless specified otherwise in Part B below (or otherwise agreed in writing between RS and the Customer) individual employees, agents or contractors of the Customer who are authorised by the Customer to access and use the Digital Services solely on behalf and for the benefit of the Customer for the Customer's internal business purposes. The number of Authorised Users shall, if applicable, be limited as specified in Part B below (unless otherwise agreed in writing between RS and the Customer).
2.3 Related Persons: means RS’ affiliates and RS’ and RS’ affiliates’ employees, directors, officers, agents and subcontractors.
2.4 Virus: means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
PART A – SPECIFIC SERVICE TERMS: GENERAL
- Provision of the Digital Services
3.1 RS hereby grants to the Customer for the term stated in the Front Sheet, on and subject to the terms of the Agreement, a non-exclusive, non-transferable, right (without the right to grant sub-licences) to access and use, and allow the Authorised Users to access and use, the Digital Services in the Authorised Location solely for the Customer’s internal business purposes.
3.2 RS may amend the Digital Services from time-to-time provided such amendments do not materially and negatively impact the functionality, performance or security of the Digital Services. RS shall inform the Customer of such amendments by email or as set out in the Front Sheet.
3.3 The Customer acknowledges and agrees that RS and its licensors own all intellectual property rights in the Digital Services. Except as expressly stated herein, this Agreement shall not grant the Customer any rights to, or in, any intellectual property rights in respect of the Digital Services.
3.4 The Customer acknowledges that routine and emergency maintenance of the Digital Services may be carried out by or on behalf of RS from time to time. The Customer may be unable to access the Digital Services during any period in which routine or emergency maintenance is being carried out.
3.5 Without limitation to clause 8 (Force Majeure) of the Terms and Conditions for Services, the Customer acknowledges that RS has no direct control over the availability of bandwidth over the entirety of the internet and that, while RS will use such endeavours as RS deems appropriate to facilitate the Digital Services, RS shall not be responsible for delays caused by such unavailability or any other failures or other disruptions in public telecommunications networks.
3.6 Except as expressly provided in clause 6.1 of the Terms and Conditions for Services, the Digital Services are provided "as is" and RS makes no representation, and gives no warranty or undertaking, that the operation or availability of the Digital Services will be uninterrupted or error-free.
3.7 RS does not warrant, represent, undertake or agree that: (a) the use of the Digital Services by the Customer or its Authorised Users will meet the Customer’s requirements nor that any recommendations derived from use of the Digital Services will deliver any particular benefits if implemented; (b) defects in the Digital Services will be corrected; or (c) the functions of the Digital Services will operate in the combinations which the Customer selects for use.
- Use of the Digital Services
4.1 In relation to the Digital Services:
(a) the Customer shall not (and shall ensure that its Authorised Users do not) store, distribute or transmit any Virus, or any material, information or data through the Digital Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
(b) the Customer shall not:
(i) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Digital Services;
(ii) access, develop, supply or market all or any part of the Digital Services in order to build a product or service which replicates, competes with or is substantially similar to the Digital Services;
(iii) attempt to undertake any security testing of the Digital Services without the prior written consent of RS;
(iv) use the Digital Services to provide services to third parties (including any affiliates of the Customer);
(v) transfer, temporarily or permanently, any of its rights under these Specific Service Terms; or
(vi) assist third parties in obtaining access to the Digital Services;
(c) the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Digital Services and shall notify RS promptly of any such unauthorised access or use; and
(d) The Customer's compliance with this clause 4.1 and, if applicable, the number of Authorised Users and/or access and use from the Authorised Locations, may be audited by or on behalf of RS, on reasonable notice, by any lawful, technical means and the Customer shall provide all reasonable assistance and information to RS necessary to establish that the Digital Services are only being accessed and used in accordance with this Agreement.
4.2 The Customer shall:
(a) ensure that the Authorised Users comply with any acceptable use policies specified or provided by RS from time to time for the Digital Services; and
(b) maintain sufficient licences to any software (from third parties or licensed by the Supplier separately to this Agreement) operated using or in conjunction with the Digital Services.
4.3 The Customer agrees and acknowledges that it is solely responsible:
(a) for ensuring that its firewalls, security and privacy systems and settings, and other plug-ins or applications, do not interfere with or restrict the Customer's, or its Authorised Users', access and use of the Digital Services, and RS and RS’ personnel shall have no responsibility or liability in relation thereto; and
(b) for undertaking appropriate back-ups to its data and securing media with such regularity and in such a manner so as to ensure that it can restore such data and media in the event of data loss or corruption from any cause, and accordingly, RS shall have no liability for any loss, corruption or loss of use of its data (including the Customer Data), software or information.
4.4 The Customer assumes sole responsibility for results obtained from the use of the Digital Services by the Customer, and for conclusions drawn from such use. RS and/or the Related Persons shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to RS and/or the Related Persons by the Customer in connection with the Digital Services, or any actions taken by RS and/or the Related Persons at the Customer's direction.
- Authorised Users and Authorised Locations
5.1 In relation to Authorised Users:
(a) the Customer shall ensure that the Authorised Users comply with the terms of this Agreement, and shall be responsible for any acts and omissions of the Authorised User as if committed by the Customer itself;
(b) the Customer shall maintain an up to date list of current Authorised Users and provide such list to RS promptly within five (5) Business Days of RS’ request;
(c) the Customer shall ensure that each Authorised User keeps any password(s) for their use of the Digital Services secure and confidential and that each Authorised User does not share their password(s) to allow any other employees, contractors (individuals or otherwise), representatives and agents of the Customer or any other individual or third party to access the Digital Services;
(d) if an Authorised User leaves the employment or engagement of the Customer or where the employment or engagement of an Authorised User is transferred such that the Customer does not intend for them to have access to the Digital Services, the Customer shall promptly inform RS so that RS may disable such individual’s passwords (which RS shall do within a reasonable period of time); and
5.2 The Customer will not allow any Authorised User account to be used (including to access or use the Platform) outside of, or at any location or site other than, the relevant Authorised Location (if applicable).
- Customer Data
6.1 As between the parties, the Customer shall own all rights, title and interest in and to any data transferred to RS by the Customer, including any data input into or uploaded to the Digital Services by the Authorised Users (the “Customer Data”) and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2 The Customer represents and warrants that (a) it owns all right, title and interest (including all intellectual property rights) in and to the Customer Data; (b) it has all rights in the Customer Data necessary to make the Customer Data available and grant the rights contemplated by this Agreement; and (c) the supply, or use by RS or the Related Persons, of the Customer Data will not: (i) infringe the rights (including any intellectual property rights) of any third party; (ii) breach any laws, statutes or regulations; or (iii) give rise to any cause of action against RS or the Related Persons, in each case in any jurisdiction and under any applicable law.
6.3 RS and the Related Persons will be entitled (during the term of this Agreement and afterwards) to analyse, copy, modify and otherwise use the Customer Data to operate, improve and enhance the Digital Services and for other development, diagnostic and corrective purposes in connection with the Digital Services and other service offerings of RS and its affiliates. RS will own all intellectual property rights in any aggregated and anonymised version of the Customer Data created by RS and will be entitled to use such aggregated data (or any insights or know-how derived from such data) for any purpose. For the avoidance of doubt, RS will be entitled to provide the Customer Data to the Related Persons for the purposes referred to in this clause 6.3.
6.4 Suggestions or feedback provided by the Customer or its Authorised Users to RS relating to the Digital Services will be RS’ property and will be deemed to be confidential information of RS.
- Suspension and Termination
7.1 RS may suspend the Customer's, and its Authorised Users', right to access the Digital Services or use any portion or all of the Digital Services or terminate the Digital Services (in its sole discretion) immediately upon notice to the Customer if:
(a) it determines acting reasonably that the Customer's (or an Authorised User's) use of or access to the Digital Services: (i) poses a security risk to RS, the Digital Services or any third party; (ii) may adversely impact availability or performance of the Digital Services, the software or the systems or software of any other customer of RS; (c) may subject RS, any Related Persons or any third party to any liability; or (d) may be fraudulent;
(b) it determines acting reasonably that the Customer, or any Authorised User, is in breach of this Agreement or any other agreement by which software being used on or in conjunction with the Digital Services is licensed; or
(c) RS’s licensor or supplier suspends or terminates any service on which the Digital Services is dependent or requires RS to suspend or terminate the Digital Services to any or all of RS’s customers.
- Consequences of Termination
8.1 On termination of the Digital Services for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer and the Authorised Users shall immediately cease all use of the Digital Services.
(b) RS may immediately end the Customer's and the Authorised Users’ use of and access to the Digital Services;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession at any point thirty (30) days or more after termination of this Agreement; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.