Last reviewed : 1 December 2023

 This Professional Services Agreement is entered into between C2M and the Partner named in the Agreement and is incorporated into and governed by the terms of the Agreement.

1. Definitions

1.1 Any capitalised term not defined in this Professional Services Agreement shall have the meaning given to it in the Agreement.

“Agreement” means the reseller agreement entered into between C2M and the Partner.
“Computer Virus” means any programmes or data incorporated into software or data that disrupts or could disrupt the proper operation of a computer hardware system or the associated software;
“Materials” means all materials owned by a party used in the provision of the Services, including without limitation software programmes and source code;
“Out of Hours” means all hours outside of Business Hours;
“Personnel” means any employees, officer, agents or representatives, consultants or contractors of either party;
“Website” means the Customer’s website(s).

1.2 In this Professional Services Agreement unless the context otherwise requires:
1.2.1. A reference to any documents is a reference to that document as varied, novated or replaced from time to time;
1.2.2. The singular includes the plural and vice versa;
1.2.3. A reference to a gender includes all other genders;
1.2.4. A reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, authority or other entity;
1.2.5. A reference to a person includes that person’s personal legal representative, successors and permitted assigns.
1.3 Headings have been inserted for convenience only and shall not affect the interpretation of this Professional Services Agreement.

2. Provision of the Services

2.1. C2M will from the Effective Date provide the Services to the Partner during the Term pursuant to the terms of this Professional Services Agreement and the Agreement.
2.2. The Hosting Services will be hosted within C2M’s cloud IT infrastructure at the Data Centre.
2.3. The Consultancy Services shall be provided from C2M’s offices unless otherwise agreed with the Partner in writing.
2.4. In providing the Services, C2M will:
2.4.1. Devote Personnel to carry out essential duties, to perform the Services;
2.4.2. Ensure that such Personnel are suitably trained, possess a degree of skill and expertise which is necessary for delivering the Services and are qualified to carry out the tasks to which they are allotted in the performance of the Services and that such Personnel shall perform those tasks in a workmanlike and professional manner;
2.4.3. Perform each element of the Services with the reasonable skill and care appropriate to a professional organisation engaged in the business of providing Hosting Services and Consultancy Services.
2.5. In providing the Consultancy Services, C2M shall procure that the Consultancy Services are provided, by its Personnel in accordance with the Partner’s IT security policy, health and safety policy and any other policies notified to C2M from time to time by the Partner which apply to persons permitted to access the Partner’s IT systems.
2.6. Helpdesk services will be provided during Business Hours. If the Partner requires C2M to provide Services Out of Hours, the Partner will notify C2M providing as much notice as possible, and C2M will use commercially reasonable endeavours to meet the Partner’s requirements.
2.7. Any Services provided to the Partner which include use of or access to any Microsoft product shall be subject to the terms of the End User Terms set out in Appendix 1 of this Professional Services Agreement.

3. Availability

3.1. The Hosting Services shall be provided in accordance with the SLA. However, the Partner acknowledges that C2M’s systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunications connectivity problems or other causes outside of its control. In the event of any such interruptions the Partner will be informed in accordance with the SLA and will address the unavailability as set out in the SLA.

4. Fees and Payments

4.1. If the Partner believes that any invoice is incorrect, it must notify C2M in writing within 28 days of the invoice date, setting out its specific objections.
4.2. If the Partner fails to pay any sums properly due to C2M under the Agreement on the due date for payment, C2M may suspend further provision of the Services or refuse to complete or deliver any work or otherwise comply with the provisions of the Agreement on C2M’s part, without notice, until the outstanding sum is paid in full.

5. Partner Administrators

5.1. The Partner will appoint up to two Partner Administrators to act on its behalf for the purposes of this Professional Services Agreement who shall be the Named Persons unless any change is notified to C2M by submitting a communication via the Cloud2Me support desk or emailing partners@cloud2me.co.uk
5.2. C2M will be responsible for the provision and quality of the Services and will liaise with the Partner Administrator(s) and provide all information and reports relating to the provision of the Services as may reasonably be requested by the Partner Administrator(s).

6. Warranties

6.1. Each party warrants to the other that it has:
6.1.1. Authority to enter into and to perform its obligations under this Professional Services Agreement;
6.1.2. The ability to perform its obligations under this Professional Services Agreement; and
6.1.3. Obtained all necessary consents and approvals required to enter into this Professional Services Agreement.
6.2. The Partner warrants to C2M that:
6.2.1. The use by C2M of any works, Customer Data or Customer Materials submitted by the Partner to C2M will not infringe the rights of any person or contravene any law;
6.2.2. It is not relying upon any representation made by C2M which has not been expressly set out in the Professional Services Agreement;
6.2.3. It shall install and maintain all Computer Virus protection software of not less than industry standard, and take all other reasonable steps to ensure that any software used in connection with the Services, and any material or data provided to C2M will be free from any Computer Virus and will not damage or corrupt any other data or systems;
6.2.4. It is solely responsible for communicating with persons who access the Website(s), use the Services or who the Partner communicates with via the Websites or Services and that it will not divert any Customer complaints or concerns to C2M, unless obliged to do so by mandatory applicable law.
6.2.5. That all software titles installed by the Partner are properly licensed and legal for use by the Partner and their associated customer.
6.3. C2M shall not be liable for any defects resulting from improper use of the Services by the Partner, Customer, its users or any third party.
6.4. C2M gives no condition, warranty, or undertaking and makes no representation to the Partner or Customer about the suitability of, or fitness of the Services for the Partner or Customer’s purposes.
6.5. With the exception of any rights the Partner or Customer may have under applicable law, all warranties, conditions and other terms implied by statute or common law are excluded from the terms of this Professional Services Agreement to the fullest extent permitted by law.

7. IPRs

7.1. The parties acknowledge that this Professional Services Agreement does not have the effect of transferring the ownership of any IPRs.
7.2. Any IPRs owned by (or licensed to) either party and required for the performance by the other party of its obligations under this Professional Services Agreement shall be licensed to that other party on a non-exclusive, royalty-free basis for the purpose of fulfilling that party’s obligations under this Professional Services Agreement and for the period during which the use of the IPR by that party pursuant to this Professional Services Agreement is required.
7.3. Subject to clause 7.6 below, the Partner acknowledges and agrees that C2M will own all IPRs in connection with the C2M Materials and that all other IPRs in C2M Materials provided or created by C2M or on its behalf or provided by C2M will remain permanently with C2M regardless of whether such C2M Materials are in their original form or in a form modified for the Partner’s use.
7.4. Subject to the Partner and its Customers not being in breach of this Professional Services Agreement, C2M grants the Partner a non-exclusive, royalty-free licence to use the C2M Materials for the Term.
7.5. The Partner and the Customer may not modify the C2M Materials for any purpose without the prior written consent of C2M.
7.6. C2M acknowledges and agrees that the Partner or its Customers will own:
7.6.1. All IPR in Customer Data and the content in the Services; and
7.6.2. All rights in connection with the Internet domain names attaching to the respective Website(s).
7.7. The Partner will procure for C2M a licence on a non-exclusive, royalty-free basis, to use any existing IPR owned by a third party and required for the performance by C2M of its obligations under this Professional Services Agreement and for the period during which the use of those rights by C2M pursuant to this Professional Services Agreement is required.

8. Marketing

8.1. The parties acknowledge and agree that C2M may use the Partner names, logos, domain names and trademarks for the following purposes:
8.1.1. Use on C2M’s website;
8.1.2. Use on C2M’s written documentation;
8.1.3. Data Centre signage to indicate Partner or Customer’s servers and racks;
8.1.4. In case studies.

9. Equipment and Access

9.1. The Partner and Customer must provide, at their own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to the Services. The Partner and Customer must comply with all rules, laws and regulations that apply to the communications means by which the Partner and Customer obtain access to the Services.

10. Online Conduct

10.1. The Partner and Customer acknowledges that each will comply with the Online Conduct Policy. The Online Conduct Policy is a standard policy for the conduct of C2M’s business and is necessary for the orderly and efficient provision of its Hosting Services to the Partner and Customers.

Appendix 1

END USER TERMS

TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

This document governs the use of Microsoft software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by the Partner. The Partner does not own the Products and the use thereof is subject to certain rights and limitations of which the Partner must inform the Customer. The Customer’s right to use the Products is subject to the terms of its agreement with the Partner, and to the Customer’s understanding of, compliance with, and consent to the following terms and conditions, which the Partner does not have authority to vary, alter, or amend.

1. DEFINITIONS

“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product.
“End User” means an individual or legal entity that obtains Software Services directly from the Partner, or indirectly through a Software Services reseller.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that the Partner provides to the Customer that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. The Partner must provide these services from data centre(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not the Partner receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.

2. OWNERSHIP OF PRODUCTS

The Products are licensed to the Partner from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Microsoft or its suppliers. The Customer may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Customer’s possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to the Customer.

3. USE OF CLIENT SOFTWARE

The Customer may use the Client Software installed on its Devices only in accordance with its agreement with the Partner and the terms under this document, and only in connection with the Software Services, provided to the Customer by the Partner. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.

4. USE OF REDISTRIBUTION SOFTWARE

In connection with the Software Services provided to the Customer by the Partner, the Customer may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). The Customer may use, copy and/or install the Redistribution Software only in accordance with the terns of its agreement with the Partner and this document and/or its agreement with the Partner.

5. COPIES

The Customer may not make any copies of the Products; provided, however, that the Customer may (a) make one copy of Client Software on its Device as expressly authorized by the Partner; and (b) the Customer may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). The Customer must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of its agreement with the Partner, upon notice from the Partner or upon transfer of its Device to another person or entity, whichever occurs first. The Customer may not copy any printed materials accompanying the Products.

6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY

The Customer may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.

7. NO RENTAL

The Customer may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between the Customer and the Partner.

8. TERMINATION

Without prejudice to any other rights, the Partner may terminate the Customer’s rights to use the Products if the Customer fails to comply with these terms and conditions. In the event of termination or cancellation of the Customer’s agreement with the Partner or C2M’s agreement with Microsoft under which the Products are licensed, the Customer must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of its agreement with the Partner.

9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT

Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by the Partner and not by Microsoft, its affiliates or subsidiaries.

10. PRODUCT SUPPORT

Any support for the Software Services is provided to the Customer by the Partner or a third party on the Partner‘s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.

11. NOT FAULT TOLERANT

The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. The Customer must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).

12. EXPORT RESTRICTIONS

The Products are subject to U.S. export jurisdiction. The Partner must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information see http://www.microsoft.com/exporting/.

13. LIABILITY FOR BREACH

In addition to any liability the Customer may have to the Partner, the Customer agrees that it will also be legally responsible directly to Microsoft for any breach of these terms and conditions.

14. INFORMATION DISCLOSURE

The Customer must permit the Partner to disclose any information requested by Microsoft under the Customer’s agreement. Microsoft will be an intended third party beneficiary of the Customer’s agreement with the Partner, with the right to enforce provisions of the Customer’s agreement with the Partner and to verify the Customer’s compliance.