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18-025
Contract Approval N/A
CONTRACT
T: +1 914 495 1298
E: contact@iamcloud.com
A: The Media Centre • Northumberland Street
• Huddersfield • HD1 1RL • UK
CUSTOMER DETAILS
Customer Name "Client"
City of Tukwila
Customer Address
6200 Southcenter Boulevard
Tukwila WA 98188
USA
Distributor Name
Cloud Navigators
CONTRACT DETAILS
Contract Number
T040774
Customer PO Number
171106CTT867A
Commencement Date
November 28, 2017
Contract Period
November 27, 2018
Client Acceptance
Signed for and on beh. _o Client:
Customer Signature
-3)ii^ems Q,vtd C 1 O
Title
GI )0v/2mt?
Date
IAM Cloud Acceptance
Signed for and on behalf of IAM Cloud:
Signature
44(14/e,
Title
Chief Operating Officer
Date
28 November 2017
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www.iamcloud.com
cloud
T: +1 914 495 1298
E: contact@iamcloud.com
A: The Media Centre • Northumberland Street
• Huddersfield • HD1 1RL • UK
IAM Cloud Contract Terms and Conditions
IAM Technology Group Limited ("IAM Cloud"), (English Co. No. 10482739), of The Media Centre, Northumberland Street, Huddersfield, HD1 1RL,
United Kingdom agrees with "Client" that it provides a service that all such provisions (both now and at all times in future) shall be on terms
outlined in this document ("Terms"), and upon no other terms whatsoever.
1. Definitions
1.1 "Client" is defined on the front page of this Contract.
1.2 "Contract Period" is the period of this Contract, as shown on the front page of this Contract.
1.3 "Services" means the provision of IAM Cloud's Identity and Access services specified in this
Contract - specifically the 'Order Details' outlined on the front page of this Contract.
1.4 "Partner" means the company authorised by IAM Cloud to resell the Services to the Client.
1.5 "Commencement Date" is defined on the front page of this Contract.
1.6 "Contracted Users" is defined as the quantity and type of users defined on the front page of this
Contract.
L7 "Non -Contracted Users" is defined as the quantity and type of users additional to the Contracted
Users.
2. Formation and period
2.1 This Contract shall commence on the Commencement Date, or other such date as mutually
agreed.
2.2 Once commenced the Contract shall continue for the Contract Period. After the Contract Period,
the Contract will continue on an ongoing monthly basis using current (at the time) published
pricing. Notice of termination may be given, with a minimum of 28 calendar days' notice.
2.3 Should IAM Cloud reasonably wish to vary these terms it may do so by notifying the Client of the
revision in writing or some other reasonable method of communication. The Client shall be
mutually deemed to have accepted any such revision notified after a reasonable time unless the
Client serves written notice on IAM Cloud to the contrary.
3. Services
3.1 During the Contract Period IAM Cloud will provide the Services to the Client.
4. Price
4.1 The price to be paid for Contracted Users is as shown on the front of the Contract.
4.2 The price to be paid for Non -Contracted Users is calculated on a calendar -monthly basis on the
1" working day of the calendar month for the previous calendar month, and is based on 130% of
the per -user monthly (pro -rated) Contracted Users price as specified on the front page of this
Contract. An invoice will be sent to Client by the 8' day of the calendar month.
4.3 Due and punctual payment of the Price is of the essence of this Contract.
4.4 All amounts due and payable by the Client to IAM Cloud are stated exclusive of any VAT, sales
taxes, other taxes, charges or levies which may be imposed on such payment; the Client shall pay
any such that becomes applicable in addition to the Price on the same terms.
5. Payment and Billing
5.1 Client will provide IAM Cloud with valid Credit Card details (or Direct Debit details (UK Only)) on
commencement of this Contract for use for monthly or annual payment of Contracted Users (if
required), monthly payment of Non -Contracted Users and for monthly payments after the
Contract Period if no Contract supersedes this Contract, and no notice of termination is received
as specified in 2.2 above.
5.2 Where the Services are paid for monthly, the initial payment will be taken on the date of this
Contract and will be for the first month from the Commencement Date and the same day of the
following months. Subsequent payments will be taken on the same day of each calendar month
(for Contracted Users). Should this date fall on the 29', 30' or 31", where this date is invalid,
the payment will be taken on the last working day of the calendar month.
5.3 The client will pay for the Services for Contracted Users monthly or annually in advance by Credit
Card, Direct Debit (UK only), Standing Order (UK Only) or Invoice (electronic payment required,
and for annual billing only).
5.4 The client will pay for the Services for Non -Contracted Users monthly by Credit Card or Direct
Debit (UK only) on or around the 15' day of the calendar month.
5.5 The Client must pay all sums due under this Contract for the duration of the Contract Period, and
until the termination of this contract following the notice period (see 2.2 above).
5.6 If payment in full is not received by IAM Cloud or Partner upon the due date, IAM Cloud or
Partner shall be entitled to levy interest on any sums outstanding at 3% above the Royal Bank of
Scotland (UK) base rate per month. Any missed payments must be settled within 7 days' of the
missed payment date to avoid interruption in the Services.
5.7 IAM Cloud provides no credit Services under this form.
5.8 All sums due to IAM Cloud or Partner under this Contract shall be paid in full by the Client and
the Client shall have no rights of set-off for whatever reason.
5.9 All charges payable under this Contract shall be calculated by reference to data recorded or
logged by IAM Cloud and not by reference to data recorded or logged by the Client.
5.10 If any payment Is cancelled or returned unpaid by the Client, within 7 days of Its date, then
without prejudice to any right of remedies under this Contract (including the payment of
Interest), IAM Cloud and Partner will be entitled to charge an administration fee of 6100.00.
Client must be settle the payment within 7 days' of this date to avoid Interruption In the Services.
5.11 Should the Client dispute the Price then the Client shall give written notice to IAM Cloud and
Partner of the amount in dispute and the reason for the dispute. Such notice must be received by
IAM Cloud and Partner prior to the date upon which the payment In question falls due and any
undisputed amount must be discharged In accordance with Clause 4 hereof.
6. Termination
6.1 Either party shall be entitled forthwith to terminate this Contract by giving written notice to the
other if:
6.1.1 The other commits a continuing or material breach of this Contract and, If the breach is
capable of remedy, falls to remedy It within 30 days after receipt of a written notice gNing full
particulars of the breach and requiring it to be remedied or an administrator takes possession
or a receiver is appointed over any of the property assets of the other party, the other party
makes any voluntary arrangement with its creditors or becomes subject to an administration
order, the other party goes into liquidation (except for the purposes of reorganisation so the
company resulting effectively agrees to be bound by or to assume the obligations imposed on
the other party under this Contract), or
6.1.2 The other party ceases, or threatens to cease, to carry on business, or
6.1.3 The contract period has expired, with 28 calendar days' notice. _
6.2 IAM Cloud may terminate this Contract immediately if:
6.2.1 Any license or Contract under which the Client has the right to run the Services and connect it
to the IAM Cloud system is revoked, amended or otherwise ceases to be valid, or
6.2.2 If IAM Cloud has a reasonable suspicion that the Client has engaged or may engage in an
activity which IAM Cloud considers in its absolute discretion to be illegal or immoral, or
6.2.3 If any payments due under this Contract remain unpaid fora period of 14 days.
6.2.4 If the Client gives less than the specified amount of written notice to terminate this Contract
or ceases to use the Services or part thereof (including a reduced usage) or attempts to
terminate this Contract prior to the expiry of the Contract Period or any subsequent Tenn,
IAM Cloud reserves the right to invoice the Client, at any time, for loss of revenue for the
short notice given for the balance of the Contract Period or the subsequent Term (as the case
maybe) in which periods the Client has made full use of the Services (or such lesser periods as
may be available).
6.3 Upon termination of this Contract the Client shall be obliged to pay on demand all sums due to
IAM Cloud and/or Partner.
6.4 In the event of termination by either party for any reason, the Client shall pay IAM Cloud the
outstanding costs including, but not limited to the cost of all liabilities, claims, costs, losses and
expenses incurred by IAM Cloud for supplying the Services.
7. Guarantees and Limitations on remedies
7.1 NONE OF THE PROVISIONS OF THIS CLAUSE 7 APPLY IN RESPECT OF DEATH OR PERSONAL INJURY
CAUSED BY IAM CLOUD'S NEGLIGENCE, OR IAM CLOUD'S FRAUD (including material pre-
contractual misrepresentations).
7.2 Services under these Terms will be provided using the reasonable skill and care of a professional
in the area of Services provided. All other guarantees or warranties from IAM Cloud of any
nature, whether implied or otherwise expressed, are excluded to the maximum extent permitted
by law. IAM Cloud does not guarantee Services will not be detrimental to the Client, nor that
they will achieve any particular result, nor that they will be free from minor defects;
7.3 If the Client gives anything to IAM Cloud in connection with this Service Contract then the Client
indemnifies IAM Cloud against any losses IAM Cloud incurs for any allegation that such thing
infringes the rights (including copyright or other intangible property) of any third party.
In view of the nature of the area of the Services, the Price, and the guarantees given, it is agreed
7.4
that:
7.4.1 IAM Cloud shall have no liability for outcomes that result from third parties - such as third
party responses, or adverse reactions to any strategy IAM Cloud may employ in any Services;
7.4.2 Provided IAM Cloud shall make reasonable judgements as to the likely outcome of any of its
decisions IAM Cloud shall have no responsibility for the actual outcome of discretionary
judgements made in providing the Services.
7.5 Except as expressly provided otherwise in these Terms:
7.5.1 IAM Cloud shall not be liable to the Client by reason of any representation, warranty,
condition or other term, or any duty at common law, or under the express terms of these
terms, for any loss of profit, or loss of opportunity, or failure to make savings, or any indirect,
special or consequential loss, damage, costs, expenses or other claims (whether caused by
IAM Cloud's negligence or otherwise) which arise out of or in connection with the provisions
of this Contract; and
7.5.2 the entire liability of IAM Cloud under or in connection with these Terms shall not exceed the
amount of the Client shall have paid IAM Cloud under these Terms and where no price has
been paid the entire liability of IAM Cloud under or in connection with these terms shall not
exceed the amount of £100.00.
7.6 IAM Cloud shall not be liable to the Client or be deemed to be in breach of these terms by reason
of any delay in performing, obligations under these Terms if the delay was due to any cause
beyond IAM Cloud's reasonable control, or to any instructions of the Client.
8. General
8.1 These Terms constitute the entire Contract between the parties and supersede any previous
Contract or understanding. All other terms, express or implied by statute or otherwise, are
excluded to the fullest extent permitted by law.
8.2 Nothing In these Terms Is Intended for the benefit of any third parties and the provisions of the
Contracts (Right of Third Parties) Act 1999 are expressly excluded.
8.3 This Contract is personal to the parties and may not be assigned by either party without the
other's consent, not to be unreasonably withheld. IAM Cloud may fulfil Its obligations under
these Terms by using third parties, although shall not thereby be relieved of those obligations
Itself.
8.4 This Agreement shall be governed by and construed In accordance with the laws of the State of
Washington, USA. In the event any suit, arbitration, or other proceeding Is instituted to enforce
any term of this Agreement, the parties specifically understand and agree that venue shall be
properly laid In King County, Washington. The prevailing party In any such action shall be
entitled to Its attorney's fees and costs of suit.
8.5 IAM Cloud's e-mail address is: contact@9iamcloud.com.
www.iamcloud.com