Product-Specific Terms

Product-Specific Terms

By using our services, you are agreeing to these terms. Please read them carefully.

Re-Sale of Third Party Software Terms

Effective From 15th February 2021

These Re-Sale of Third Party Software Terms (the “Terms”) are between Clearvision and You. 

“Clearvision” means Clearvision (CM) 2005 Limited, a company registered in England and Wales under company number 5643578, whose registered address is Laurel Farm, Winters Hill, Durley, Southampton, SO32 2AH. 

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are accepting these terms on behalf of an entity, you represent and warrant that: 

  1. you have full legal authority to bind your employer or any such entity to these Terms; 
  2. you have read and understand these Terms; and 
  3. you agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date you place an Order (the “Effective Date”). “Order” means a verbal or written acceptance of a quote provided to you by Clearvision for the provision of Third Party Software, or payment of an invoice presented to you by Clearvision for the provision of Third Party Software, or the use by You of any Third Party Software for which Clearvision is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Clearvision. 

1. INTERPRETATION

1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

1.2 Any reference to the singular will include the plural and vice versa.

2. PRECEDENCE 

2.1 These terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom or practice.

3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

3.1 When you place an Order You accept all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise (“Third Party Agreements”) where applicable pertaining to the purchase and/or use of Third Party Software. Clearvision shall provide all applicable Third Party Agreements to You.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement (https://www.atlassian.com/legal/software-license-agreement)

b) Atlassian Cloud Terms of Service (https://www.atlassian.com/legal/cloud-terms-of-service)

GitLab Third Party Agreement is as follows:

https://about.gitlab.com/handbook/legal/subscription-agreement/

3.2 Third Party Agreements are between You and the Third Party Software vendor. Clearvision has no authority to amend, waiver or otherwise change or negotiate changes of any kind to the terms of any Third Party Agreement.

3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

4.WARRANTY AND DISCLAIMER 

4.1 Clearvision represents and warrants it is an authorised reseller of the Third Party Software.

4.2 Clearvision shall pass through to the You the full benefit of any warranty, representation, indemnity, undertaking or other right or remedy which it has received from or has against the Third Party Software vendor in respect of the Third Party Software.

4.3 Clearvision shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

4.4 A Third Party Software vendor may from time to time amend its prices. Clearvision shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Clearvision will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Clearvision’s website or social media accounts. 

4.5 Except as expressly provided herein, Clearvision makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements. 

4.6 Clearvision disclaims all liability whatsoever for the Third Party Software. 

5. PAYMENT TERMS 

5.1 Third Party Software licences will only be supplied to You upon Clearvision’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Clearvision representative.  

5.2 Any additional Third Party Software products, features, users or otherwise that You may on occasion purchase or use including but not limited to apps, add-ons, plugins and integrations that Clearvision is subsequently charged for by the Third Party Software vendor will be invoiced to you by Clearvision.   

5.3 You shall pay any invoices submitted to You by Clearvision within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Clearvision any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

5.5 All sums payable to Clearvision under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law. 

5.6 You have thirty (30) days from the date of Your Order with which to request an amendment or refund from Clearvision. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Clearvision will provide the applicable refund terms to you at the point of Order at your request.

6. TERM AND TERMINATION 

6.1 These Terms are effective as of the Effective Date and continue until expiration of all Third Party Software Agreements.

6.2 The following sections of these Terms shall survive any termination or expiration of these Terms: 4.6, 7.1. 

7. LIMITATION OF LIABILITY 

7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury cause by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

8. DATA PROTECTION 

8.1 Your data is processed in accordance with our privacy policy.

9. FORCE MAJEURE 

9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party. 

10. SEVERABILITY 

10.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

11. WAIVER

11.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW

12.1 These Terms shall be governed by and construed in all respects in accordance with English law and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”) which may arise out of or in connection with these Terms.

Re-Sale of Third Party Software Terms (US Customers)

Effective From 15th February 2021

These Re-Sale of Third Party Software Terms (the “Terms”) are between Clearvision and You. 

“Clearvision” means Clearvision USA, inc, a company registered in the State of Pennsylvania under entity number 4177603, whose registered address is 2401 Walnut Street, Suite 102, Philadelphia, PA 19103-4341, USA.

“You” means the entity you represent in accepting these Terms or, as applicable you individually.  If you are accepting these terms on behalf of an entity, you represent and warrant that: 

  1. you have full legal authority to bind your employer or any such entity to these Terms; 
  2. you have read and understand these Terms; and 
  3. you agree to these Terms on behalf of the party that you represent. 

(Individually a “Party” and collectively the “Parties”)

These Terms do not have to be signed in order to be binding. These Terms are effective as of the date you place an Order (the “Effective Date”). “Order” means a verbal or written acceptance of a quote provided to you by Clearvision for the provision of Third Party Software, or payment of an invoice presented to you by Clearvision for the provision of Third Party Software, or the use by You of any Third Party Software for which Clearvision is subsequently charged by the Third Party Software vendor, whichever is earlier. “Third Party Software” means all software that is licenced to You by a third party including but not limited to Atlassian. It does not apply to software developed and licenced to You by Clearvision.

1. INTERPRETATION

1.1 Headings and titles are inserted for the convenience of the Parties and are not to be considered when interpreting these Terms.

1.2 Any reference to the singular will include the plural and vice versa.

2. PRECEDENCE 

2.1 These terms shall apply to the exclusion of, and shall prevail over, any standard terms and conditions contained in or referred to in any documentation submitted by You, or in any correspondence or elsewhere or implied by trade custom or practice.

3. THIRD PARTY TERMS AND END USER LICENCE AGREEMENTS

3.1 When you place an Order You accept all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise (“Third Party Agreements”) where applicable pertaining to the purchase and/or use of Third Party Software. Clearvision shall provide all applicable Third Party Agreements to You.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement (https://www.atlassian.com/legal/software-license-agreement)

b) Atlassian Cloud Terms of Service (https://www.atlassian.com/legal/cloud-terms-of-service)

GitLab Third Party Agreement is as follows:

https://about.gitlab.com/handbook/legal/subscription-agreement/

3.2 Third Party Agreements are between You and the Third Party Software vendor. Clearvision has no authority to amend, waiver or otherwise change or negotiate changes of any kind to the terms of any Third Party Agreement.

3.3 In the event of any conflict between these Terms and Third Party Agreements, the Third Party Agreement shall prevail.

4.WARRANTY AND DISCLAIMER

4.1 Clearvision represents and warrants it is an authorised reseller of the Third Party Software.

4.2 Clearvision shall pass through to the You the full benefit of any warranty, representation, indemnity, undertaking or other right or remedy which it has received from or has against the Third Party Software vendor in respect of the Third Party Software.

4.3 Clearvision shall promptly provide You on request with all agreements, policies, documentation or otherwise as may be required by You in respect of the Third Party Software.

4.4 A Third Party Software vendor may from time to time amend its prices. Clearvision shall use all reasonable endeavours to notify You in advance. In the event notification in advance is not possible Clearvision will do so as soon as possible following the increase. Notification may include or may solely entail providing such information on Clearvision’s website or social media accounts.

4.5 Except as expressly provided herein, Clearvision makes no warranties or representations as to the suitability, fitness for purpose or quality of the Third Party Software for Your requirements.

4.6 Clearvision disclaims all liability whatsoever for the Third Party Software.

5. PAYMENT TERMS 

5.1 Third Party Software licences will only be supplied to You upon Clearvision’s receipt of full and cleared payment from You for the amount specified on the applicable invoice unless otherwise agreed in writing by an authorised Clearvision representative.  

5.2 Any additional Third Party Software products, features, users or otherwise that You may on occasion purchase or use including but not limited to apps, add-ons, plugins and integrations that Clearvision is subsequently charged for by the Third Party Software vendor will be invoiced to you by Clearvision.   

5.3 You shall pay any invoices submitted to You by Clearvision within thirty (30) days of the date of the invoice, or as otherwise specified on the invoice, in full and cleared funds to a bank account as specified on the invoice in the currency stated on the invoice. You shall be responsible for any applicable bank and/or foreign exchange charges.

5.4 Without prejudice to any other right or remedy that it may have, if You fail to pay Clearvision any sum due under these Terms or applicable invoice You shall pay late payment fees equivalent to 5% of the invoice value for each full calendar month the invoice is overdue by. You shall pay the late payment fees together with the overdue amount.

5.5 All sums payable to Clearvision under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding of tax as required by law.

5.6 You have thirty (30) days from the date of Your Order with which to request an amendment or refund from Clearvision. Any such request must be made in writing. These refund terms are subject to change without notice in accordance with the refund terms provided by the Third Party Software vendor. Clearvision will provide the applicable refund terms to you at the point of Order at your request.

6. TERM AND TERMINATION 

6.1 These Terms are effective as of the Effective Date and continue until expiration of all Third Party Software Agreements.

6.2 The following sections of these Terms shall survive any termination or expiration of these Terms: 4.6, 7.1.

7. LIMITATION OF LIABILITY 

7.1 Neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise (including repudiatory breach), arising under or in connection with these terms or the relevant Order for loss of profits, loss of products or production, loss of agreements or contracts or any special, indirect or consequential loss or damage costs or expenses. Nothing in these Terms shall limit or exclude either Party’s liability to the other for death or personal injury cause by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law.

8. DATA PROTECTION 

8.1 Your data is processed in accordance with our privacy policy.

9. FORCE MAJEURE 

9.1 Neither Party will be liable for any failure nor delay in performance of these Terms which is caused by circumstances out of the reasonable control of a Party.

10. SEVERABILITY 

10.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

11. WAIVER

11.1 The failure by either Party to enforce any provision of these terms will not constitute a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW

12.1 These Terms shall be governed by and construed in all respects in accordance with the law of the State of Pennsylvania and the Parties irrevocably agree that the courts of the State of Pennsylvania shall have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings (“Proceedings”) which may arise out of or in connection with these Terms.

ClearHost Terms

Effective From 4th August 2021

Client use of ClearHost is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

1.1 “Account Information” means information about the Client that is provided to Clearvision in connection with the creation or administration of ClearHost. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with the Services.

1.2 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

1.3 “ClearHost” means the hosting and hosting support services currently branded as “ClearHost” or “GitLabGo” and made available by Clearvision.

1.4 “Content” means Content that the Client or any User transfers to Clearvision for processing, storage or hosting in connection with ClearHost and any computational results that the Client or any User derive from the foregoing through use of ClearHost. Content does not include Account Information.

1.5 “External Storage” means the data storage associated with the Services which will persist beyond the life of the Host.

1.6 “Host” means a virtualised server deployed to support one or more Applications.

1.7 “Infrastructure” means the ancillary systems support the delivery of the Host systems to the Client.

1.8 “Platform” means the Host/s and associated Infrastructure that provide the basis for the Service delivery.

1.9 “Recovery Time Objective” means the maximum desired length of time between an unexpected failure or disaster and the resumption of normal operations and Service levels.

1.10 “Recovery Point Objective” means the maximum acceptable amount of data loss measured in time.

1.11 “Regions” means the physical location of a cluster of Amazon Web Services data centres.

1.12 “Request” means a ticket raised by authorised personnel of the Client for support from Clearvision via the Service Desk.

1.13 “Service Desk” means the online portal through which the Client can raise a Request to Clearvision.

1.14 “User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

2. CHANGES

2.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

3. DATA PROTECTION AND SECURITY

3.1 The Client will provide Clearvision with a list of authorised personnel and technical contacts who will be responsible for Service delivery on behalf of the Client. An additional list of Users who will be authorised to raise Service Desk Requests will also be provided to Clearvision by the Client. It is the Client’s sole responsibility to ensure that Clearvision are notified of required changes to authorised personnel.

3.2 The Client may specify the Regions in which the Client’s Content will be stored. Clearvision will not access or use the Client’s Content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a court order. Clearvision will not: 

a. disclose the Clients Content to any third party; or

b. move the Client’s Content from the Regions selected by the Client; except in each case as necessary to comply with the law or a court order. Unless it would violate the law or a court order, Clearvision will give the Client notice of any legal requirement or order referred to in this section 3.2. Clearvision will only use the Client’s Account Information in accordance with the Privacy Policy posted on the Clearvision website, and the Client’s consent to such usage. The Privacy Policy does not apply to the Client’s Content.

3.3 Clearvision will implement reasonable and appropriate measures designed to help secure the Client’s Content against accidental or unlawful loss, access or disclosure including the provision and configuration of one or more firewalls to secure the application servers.

3.4 Clearvision will implement appropriate access controls applying the principle of least privilege in the delivery of the Services.

3.5 Clearvision undertake to manage the patching of the various operating systems supporting the Service in accordance with a planned schedule.

3.6 Security and vulnerability alerts are available for all operating systems (AWS Linux) implemented by Clearvision on behalf of the Client. Clearvision will monitor these alerts and provide timely and effective resolution of any issues found.

3.7 Delivery of patches to the system will be conducted under change management processes as per section 10 and will be applied within scheduled maintenance periods.

3.8 Critical operating system and application patches will be applied within 7 working days of their release into the public domain. This applies to supported operating systems (AWS Linux) and any applications supporting the Service including firewalls, web server and end user applications.

3.9 Clearvision will provide back ups and monitoring of back up processes. A daily backup is taken between 02:00 and 06:00 (GMT/BST). Backups are retained for a period of thirty one (31) days.

3.10 The Client must notify Clearvision as soon as reasonably possible of any data loss or corruption.

4. CLIENT RESPONSIBILITIES

4.1 Except to the extent caused by Clearvision’s breach of these terms the Client is responsible for all activities that occur under the Client’s account, regardless of whether the activities are authorized by the Client or undertaken by the Client, the Client’s employees or a third party (including the Client’s contractors, agents or Users). Clearvision and Clearvision’s Affiliates are not responsible for unauthorized access to the Client’s account.

4.2 The Client will ensure that the Content does not breach any applicable law, relevant policy or these terms. The Client is solely responsible for the Content.

4.3 The Client warrants that the Client’s Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the Application terms. Notwithstanding any other provision to the contrary, Clearvision has no liability under these terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

4.4 Except where explicitly expressed in these terms the Client is responsible for taking appropriate action to secure, protect and back up the Client’s account and Content.

4.5 The Client will be responsible for the access controls applied against the Users of the Applications through password management and the adding and/or removing of Users from LDAP / AD and the Clients identity provider. 

4.6 The Client will be deemed to have taken any action that the Client permits, assists or facilitates any person or entity to take related to these terms, the Client’s Content or use of the Service. The Client is responsible for Users’ use of the Content and the Service. The Client will ensure that all Users comply with the Client’s obligations under these terms and that the terms of any agreement between the Client and a User are consistent with these terms. If the Client becomes aware of any violation of the Client’s obligations under these terms caused by a User, the Client will immediately suspend access to the Content and the Service by such User. 

4.7 The Client is responsible for the management of any Client contracted third party involved in system implementation and ongoing service including infrastructure and networking providers where applicable.

5. LIMITATION OF LIABILITY

5.1 Subject to clauses 24 and 25 of the Master Services Agreement, Clearvision’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise for any loss or damage, costs, claims, expenses arising or in connection with these ClearHost terms (excluding when arising under or in connection with any Statement of Work and/or purchase order), including any liability for the acts or omissions of its employees, consultants and subcontractors shall in no event exceed in the aggregate the sum of three hundred thousand pounds (£300,000).

6. HOSTING SUPPORT

6.1 Clearvision will implement, manage and monitor the Services in accordance with these terms, the Agreement and any applicable Statement of Work/Purchase Order.

6.2 The Service in relation to ClearHost includes monitoring and alerting of the Hosted Infrastructure and Applications twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

6.3 To raise a Request via the Service Desk the Client must follow the process as defined in the Support Terms posted on the Clearvision website.

7. INCIDENT MANAGEMENT

7.1 Clearvision will notify the Client of any incidents impacting the Client as soon as reasonably possible.

7.2 Clearvision will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to the Client.

7.3 The Client must notify Clearvision of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar. 

7.4 The Client is responsible for communicating any incident updates to other Users as required.  

8. ESCALATION PROCEDURE

8.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

8.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

8.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the below Clearvision contact:

Clearvision Contact: Matt Muschol (Technical Director)

Contact Email: mmuschol@clearvision-cm.com

Contact Phone: +44 (0) 2381 157798

9. UPDATE MANAGEMENT

9.1 Platform release and feature release upgrades are not included in the Service.

9.2 Clearvision may upon request perform updates to the Applications at an additional charge.

9.3 Any agreed updates will be performed under the change management process in section 10 and within scheduled maintenance.

10. CHANGE MANAGEMENT

10.1 A formal change management process will be used for any significant change to the Service provision undertaken by either the Client or Clearvision.

10.2

  1. The change management process will include but not be limited to the following steps:
  2. Statement of Change
  3. Requirements Gathering
  4. Requirements Sign-off
  5. Project Specification
  6. Specification Review
  7. User Acceptance Testing (may be waived depending on change)
  8. Project Scheduling
  9. Changes Affected
  10. Project Review
  11. Project Sign-off

10.3 Both Clearvision and the Client may identify and notify the other Party of any required changes. 

10.4 Clearvision shall be responsible for planning changes and the release thereof. Change release plans shall be submitted to the Client for approval and sign off.

10.5 Clearvision shall be responsible for the project management and completion of any approved changes and the documentation of any configuration changes.

10.6 Changes under this section 10 may be subject to additional charges. Where subject to an additional charge this will be specified in the change plans submitted to the Client for approval and sign off.

11. DISASTER RECOVERY AND BUSINESS CONTINUITY

11.1 Clearvision has a business continuity plan and testing schedule that is kept under regular review.

11.2 The systems forming the Service are monitored at all times and Clearvision is alerted to any abnormalities.

11.3 Clearvision shall notify the Client as soon as reasonably practicable in the event of a system failure or performance issue.

11.4 The Client shall, as soon as reasonably practicable notify Clearvision of any system failure or performance issue the Client identifies.

11.5 Clearvision will use all reasonable endeavours to restore the Services within the following objectives: 

a. Recovery Time Objective of 4 hours

b. Recovery Point Objective of 24 hours

12. TERMINATION

12.1 All termination requests are subject to verification of ownership of the account.

12.2 In the event of a termination under this section 14, the Client shall be liable for all fees and charges accrued prior to the effective date of termination, payable in accordance with the payment terms in the Agreement.

12.3 Upon the effective date of termination access to the hosted service will be disabled.

12.4 Clearvision will export a backup of the Client’s data and store it in a secure SFTP site accessible to the Client for thirty (30) days. Thirty (30) days post the termination effective date (or earlier if requested by the Client) the data on the SFTP site and the infrastructure will be securely deleted by Clearvision in accordance with Clearvision’s disposal policy.

ClearHost Service Level Agreement

Effective from 28th March 2021

This ClearHost Service Level Agreement (“SLA”) is a policy governing the use of ClearHost and applies separately to each account using ClearHost. In the event of a conflict between the terms of this SLA and the terms of the ClearHost Terms or other agreement with Clearvision governing the Clients use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict. Any capitalized terms used but not defined below have the meanings in the Agreement or Product Specific Terms. 

Definitions 

“Availability” means the availability of the Platform and Infrastructure.

“Monthly Uptime Percentage” means the Availability in any monthly billing cycle. Uptime Percentage measurements exclude downtime resulting directly or indirectly from any ClearHost SLA Exclusion.

“Service Credit” means a pound sterling credit, calculated as set forth above, that Clearvision may credit back to an eligible account.

Changes

Clearvision may change, discontinue or add Service Level Agreements from time to time in accordance with clause 2.1 of the ClearHost Terms.

Service Commitment 

Clearvision will use commercially reasonable efforts to make ClearHost available with a Monthly Uptime Percentage during any monthly billing cycle, of at least 99.9% (the “Service Commitment”). In the event that the Service Commitment is not met, the Client will be eligible to receive a Service Credit as described below.

Service Credits

A credit will be calculated using the following formula: 

(99.9% – (Monthly Uptime Percentage)) * (charges in period)

A credit will only be issued if the value of the credit exceeds one (1) pound sterling. 

Service Credits will not entitle the Client to any refund or other payment from Clearvision.

Service Credits may not be transferred or applied to any other account.

Unless otherwise provided in the Agreement, the Clients sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide ClearHost is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA.

Service Credit Request 

To receive a Service Credit, the Client must submit a claim by opening a request in the Service Desk. To be eligible, the credit request must be received by Clearvision by the end of the second billing cycle after which the incident occurred and must include:

a. the billing cycle with respect to which the Client is claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle;

b. logs that document the errors for the Clients claimed outage (any confidential or sensitive information in these logs should be redacted).

If the Monthly Uptime Percentage of such credit request is confirmed by Clearvision and is less than the Service Commitment, then Clearvision will issue the Service Credits to the Client within one billing cycle following the month in which the credit request occurred. The Clients failure to provide the credit request and other information as required above will disqualify the Client from receiving Service Credits.

ClearHost SLA Exclusions 

The Service Commitment does not apply to any unavailability, suspension, or termination of ClearHost, or any other ClearHost performance issues:

a. caused by factors outside of Clearvisions reasonable control, including any force majeure event; or

b. that result from any voluntary actions or inactions by the Client or any third party; or

c. that result from the Clients misuse of ClearHost;

d. that result from the Clients equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Clearvisions direct control; or

e. arising from Clearvisions suspension or termination of the Clients right to use ClearHost in accordance with the Agreement.

(collectively, the “ClearHost SLA Exclusions”).

Support Terms

Effective From 4th August 2021

Client use of Support is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

1.1 “Application” means the software applications as documented in the associated Statement of Work and/or Purchase Order.

1.2 “Charging Period” means each 15 minute block of time between acknowledgment of the Clients Request via the Service Desk and Clearvisions response to the request.

1.3 “Request”means a ticket raised by authorised personnel of the Client for support from Clearvision via the Service Desk. 

1.4 “Service Desk”means the online portal through which the Client can raise a Support Request to Clearvision.

1.4 “Support”means the support services currently branded as “Support” and made available by Clearvision.

1.5 “User” means any employee, representative, consultant, contractor or other party who has access to the Application(s).

2. CHANGES

2.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes to any Service Level Agreement. Subject to the 90 day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

3. CHARGES

3.1 Support is charged for each Charging Period.

3.2 Clearvision shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Support hours shall be made available for the Client by Clearvision unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by the Client at any time during the term of the relevant Statement of Work and will be invoiced on the basis set out in this clause 3.2.

3.3 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.

3.4 Clearvision retains the sole right to decide whether Support will be delivered remotely or on site at all times.

3.5 Support does not include system recovery from cyber-attacks.

4. SUPPORT

4.1 The Client will provide Clearvision or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require to carry out the work. Clearvision will not be liable for where its representative cannot provide support as a result of the Client failing to provide such facilities or assistance.

4.2 Clearvision cannot guarantee that the remote connection to the Clients system will always be available due to issues with the Clients system or other external factors beyond the control of Clearvision (e.g. Internet service provider problems).

4.3 Clearvision retains the right to decide the appropriate course of action for each Request and will follow the necessary troubleshooting steps in order to diagnose and then rectify the issue.

4.4 Depending upon the nature of the Incident, Clearvision may have to impose a technical and/or process workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Client decides not to proceed with a permanent fix.

5. SUPPORT HOURS

5.1 All Requests, responses and time will be tracked by Clearvision. A report shall be made available to the Client upon request.

5.2 Requests will not be processed by Clearvision and will not be subject to the Service Level Agreement if all purchased Support hours have already been used by the Client. Additional Support hours may be purchased by the Client at any time.

5.3 Support hours are non-transferrable.

5.4 If Support hours are not used within the term specified on the Statement of Works/Purchase Order they are non-refundable and non-transferrable. If You have purchased an Add on Upgrade this must be used within 12 months of purchase. Add on Upgrades not used within this timeframe will be forfeited, non-refundable and non-transferable.

5.5 Support hours vary depending on the option purchased by the Client. The Statement of Work/Purchase Order will specify the applicable option. The hours of Support provided in each option is specified below:

6. DATA PROTECTION AND SECURITY

6.1 The Client will provide Clearvision with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is the Client’s sole responsibility to ensure that Clearvision are notified of required changes to authorised personnel.

6.2 Clearvision will not be held liable for any data corruption or loss, howsoever caused. Should any such data loss occur, Clearvision will make every effort to recover the data. If third party specialist data recovery services are required, then it is the Client’s responsibility to cover the cost for this.

7. INCIDENT MANAGEMENT

7.1 Clearvision will notify the Client of any incidents impacting the Client as soon as reasonably possible.

7.2 Clearvision will provide timely updates as to the nature, cause, impact and resolution and closure of any such incidents to the Client.

7.3 The Client must notify Clearvision of any incidents the Client detects as soon as reasonably possible including all faults, unavailability or similar.

7.4 The Client is responsible for communicating any incident updates to other Users as required. 

8. SERVICE DESK

8.1 Users are not permitted to submit Requests. Only authorised personnel identified to Clearvision are permitted to raise Requests.

8.2 The Service Desk can be found at:  https://customersupport.clearvision-cm.com.

8.3 The Service Desk is available twenty four (24) hours a day, seven (7) days a week, three hundred and sixty five (365) days a year.

8.4 All Requests must include the following information: 

a. business impact including how many users are affected and how much of the Application is affected; and

b. which Applications are affected; and

c. a description of the issue; and

d. steps to replicate the issue if appropriate; or

e. screenshots of the issue where applicable; and

f. the Severity Level as defined in section 9.

8.5 Clearvision may request, and the Client shall provide, further information to enable Clearvision to provide a more accurate response and/or a faster resolution.

9. SEVERITY LEVELS

9.1 Clearvision shall validate the Clients determined Severity Level or notify the Client of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the re-classification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in clause 10 shall be instigated by either party.

10. ESCALATION PROCEDURE

10.1 If the Client is not satisfied with the response to a Request raised via the Service Desk, the Client must follow the escalation procedure.

10.2 The Client will in the first instance escalate Requests to the Service Desk Team Leader via the Service Desk.

10.3 If the Client is unable to reach a satisfactory resolution with the Team Leader the Client may escalate the issue to the following Clearvision contact:

Support Service Level Agreement

Effective from 28th March 2021

This Support Service Level Agreement (“SLA”) is a policy governing the use of Support and applies separately to each account using Support. In the event of a conflict between the terms of this SLA and the terms of the Support Terms or other agreement with Clearvision governing the Clients use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict. Any capitalized terms used but not defined below have the meanings in the Agreement or Product Specific Terms.

Definitions 

“Primary Working Hours” means 08:00am GMT/BST to 18:00pm GMT/BST Monday to Friday. 

Changes

Clearvision may change, discontinue or add Service Level Agreements from time to time in accordance with the clause 2.1 of the Support Terms.

Service Commitment 

Clearvision will use commercially reasonable efforts to provide consistent Support to the Client in accordance with this SLA. 

Support SLA Exclusions 

The Service Commitment does not apply to any suspension, or termination of Support, or any other Support performance issues:

  1. caused by factors outside of Clearvisions reasonable control, including any force majeure event; or
  2. that result from any voluntary actions or inactions by the Client or any third party; or
  3. that result from the Clients misuse of Support; or
  4. in the event that the Client Severity Level classification is in dispute
  5. arising from Clearvisions suspension or termination of the Clients right to use Support in accordance with the Agreement.

(collectively, the “Support SLA Exclusions”).

Support SLA Conditions

Clearvision will pause the clock when further information or action is required from the Client or third parties and no further progress can be made without such information.

Requests logged outside of the Clients Support hours will be acknowledged when the Clients Support hours resume. 

From time to time, maintenance of the Clearvision Service Desk is required. Clients will be notified in advance of scheduled maintenance and where possible this will be scheduled outside of Primary Working Hours. 

In the event a response is requested from the Client or third party and is not received within three (3) Working Days, Clearvision reserves the right to close the Request. 

Training Terms

Effective From 28th March 2021

Client use of Training is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

1.1 “Delegate”means an individual or representative scheduled by the Client to attend the Training.

1.2 “Training” means the training services currently branded as “Training” and made available by Clearvision.

1.3 “Training Material” means content provided by Clearvision to the Client for the purposes of supporting the delivery of the Training and may include but is not limited to data, concepts, exercises and tests.

2. CHANGES

2.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use Training after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

3. TRAINING MATERIALS

3.1 Clearvision will provide Training Material in an electronic format.

3.2 Printed Training Material is not included unless specified in your quote and/or Statement of Work. Printed Training Material may be available on request for a nominal fee.

3.3 All Training Material remains the property of Clearvision and is provided to the Client solely for the use by Delegates for the purposes of supporting the delivery of the Training.

3.4 No reproductions, scans or copies (wholly or in part) shall be made or sold of the Training Material without the prior written consent of Clearvision. No training sessions, whether classroom or online based may be recorded without the prior written consent of Clearvision. Consent may be granted at an additional charge.

3.5 Training Material and access to the training environment where applicable will be provided to the Client no later than one (1) Working Day prior to the delivery of the Training.

4. TRAINING CONTENT

4.1 The Training will be delivered in strict accordance with the Statement of Work.

4.2 Any work required by the Client outside the scope of the Statement of Work will only be undertaken where there is a relevant Change Order signed by both Parties. Amendments may be subject to additional charges.

4.3 Unless otherwise indicated, all Training is delivered solely in the English language.

5. PROBLEM MANAGEMENT

5.1 Any problems related to the Deliverables must be raised in writing by the Client to Clearvision within five (5) Working Days following the end date of the Training as stated on the Statement of Work. Any issues raised will be investigated by the Clearvision Project Manager as named on the Statement of Work.

6. CLIENT RESPONSIBILITIES

6.1 The Client is responsible for ensuring that all pre-requisites and preparation items as detailed in the Statement of Work or elsewhere have been complied with. Clearvision has no responsibility or liability to the Client in the event of any delay, cancellation or problem related to the Deliverables or Training where such event is caused solely by the Client’s failure or delay in complying with the pre-requisites or preparation items.

6.2 It is the responsibility of the Client to ensure that the Delegates meet the prerequisites of the Training on which they are booked, and that the Training content meets their requirements.

6.3 The Client must provide to Clearvision a complete and final list of Delegates at least five (5) Working Days prior to the Training start date, as stated on the Statement of Work. 

6.4 Notwithstanding clause 6.3 Clearvision will endeavour to accommodate requests by the Client to substitute one Delegate for another but is under no obligation to do so.  Such requests are subject to the replacement Delegate meeting the pre-requisites for the course and may be subject to additional charges.

6.5 The Client shall be responsible and liable for any additional expenses incurred on the part of Clearvision due to unavailable resources as a result of the Client’s acts or omissions.

6.6 All Training hours must be used within the start/end date provided on the Statement of Work.

7. CLEARVISION RESPONSIBILITIES

7.1 Clearvision will provide a trainer suitably skilled and competent to deliver the Training. 

7.2 Clearvision shall use reasonable endeavours to meet any specified Training dates, but any such dates shall be anticipated dates only and may be subject to alteration.

7.3 Unless specifically covered within the Statement of Work, Clearvision is not responsible for any customizations, integrations, data conversions or product extensions. 

7.4 Clearvision will endeavor to make best use of the available time provided by the Statement of Work however allocations for the exact start and end time will be decided by the consultant on the day based on the requirements of the Delegates attending.

8. CHARGES

8.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Clearvision (and such Charges shall be invoiced by Clearvision and be payable by the Client in accordance with the terms of this Agreement):

a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

8.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Clearvision.

a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

8.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services. 

8.4 For the avoidance of doubt the charges outlined in clause 8.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

8.5 The parties intend by the provision in clause 8 to agree in advance to the settlement of damages to Clearvision that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Clearvision will sustain, which are uncertain and difficult to estimate at this time.

8.6 The Client shall only be absolved of any Charges under this clause 8 in the event of a Force Majeure Event.

Professional Services Terms

Effective From 28th March 2021


Client use of Professional Services is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

1. CHANGES

1.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use Professional Services after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

2. CHARGES

2.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Clearvision (and such Charges shall be invoiced by Clearvision and be payable by the Client in accordance with the terms of this Agreement):

a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

2.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Clearvision.

a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

2.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services.

2.4 For the avoidance of doubt the charges outlined in clause 2.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

2.5 The parties intend by the provision in clause 2 to agree in advance to the settlement of damages to Clearvision that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Clearvision will sustain, which are uncertain and difficult to estimate at this time.

2.6 The Client shall only be absolved of any Charges under this clause 2 in the event of a Force Majeure Event.

Managed Services Terms

Effective From 28th March 2021


Client use of Managed Services is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.  

1. CHANGES

1.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use Managed Services after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

2. CHARGES

2.1 If the Client requests to postpone the relevant Statement of Work start date for any reason, the Client shall be liable to pay the following Charges to Clearvision (and such Charges shall be invoiced by Clearvision and be payable by the Client in accordance with the terms of this Agreement):

a. six (6) to ten (10) Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision two hundred and fifty pounds (£250.00) for each day of the days initially scheduled up to a maximum of two thousand five hundred pounds (£2,500.00); or

b. five (5) or less Working Days prior to the confirmed start date for the commencement of the Services the Client shall pay to Clearvision four hundred and fifty pounds (£450.00) for each of the days initially scheduled up to a maximum of four thousand five hundred pounds (£4,500.00).

2.2 In the event that the Client gives notice to terminate for convenience in accordance with the Agreement, and such notice shall expire ten (10) or fewer Working Days before a Statement of Work start date, such termination shall be deemed to be a breach of contract by the Client and accordingly the Client shall become immediately liable to pay the following Charges to Clearvision.

a. six (6) to ten (10) Working Days before the relevant Statement of Work start date, 50% of the Charges payable under the same;

b. three (3) to five (5) Working Days before the relevant Statement of Work start date, 70% of the Charges payable under the same; or

c. two (2) or fewer Working Days before the relevant Statement of Work start date, 90% of the Charges payable under the same.

2.3 The Client shall also be liable for all expenses already incurred which are directly and/or indirectly in support of the postponed or termination Services.

2.4 For the avoidance of doubt the charges outlined in clause 2.1 will be charged in addition to the total Charges payable for the Services to which this agreement is applicable.

2.5 The parties intend by the provision in clause 2 to agree in advance to the settlement of damages to Clearvision that will arise from the Client’s postponement or termination. The parties acknowledge that this section provides for reasonable liquidated damages, and not a penalty, and bears a reasonable relation to the damages Clearvision will sustain, which are uncertain and difficult to estimate at this time.

2.6 The Client shall only be absolved of any Charges under this clause 2 in the event of a Force Majeure Event.

Data Processing Terms

Effective From 28th March 2021

These Data Processing Terms (“DP Terms”) govern data Processing by Clearvision for and on behalf of Client in relation to the goods and/or Services received by Client from Clearvision. 

Any capitalized terms used but not defined have the meanings in the Master Services Agreement as executed between Clearvision and Client.

1. Definitions

1.1 “Controller” has the meaning defined in Article 4 of the General Data Protection Regulation

1.2 “Personal Data” has the meaning defined in Article 4 of the General Data Protection Regulation

1.3 “Processor”has the meaning defined in Article 4 of the General Data Protection Regulation

1.4 “Processing” has the meaning defined in Article 4 of the General Data Protection Regulation

2. Background

2.1 Clearvision provides Services to the Client which may involve the Processing of Personal Data by Clearvision on behalf of the Client. This may include Personal Data relating to the Client, its personnel and where applicable, its clients or other individuals with whom the Client deals in the course of its business as relevant to the Services (“Relevant Data Subjects”). Further information on the subject matter, nature, purpose and duration of Processing in relation to the provision of Services is set out in our Privacy Policy.

3. Description of processing

3.1 The Processing to be carried out by Clearvision is as follows:

a. the subject matter of the Processing is as described in clause 2.1;

b. the duration of the Processing will be throughout the period within which Clearvision performs the Services;

c. the nature of the Processing is described in clause 2.1; 

d. the purpose of the Processing is to enable Clearvision to perform the Services to the Client;

e. the Personal Data Processed will be any Personal Data of the Relevant Data Subjects provided in order to enable or facilitate the provision of the Services by Clearvision as described in clause 2.1. and the categories of data subjects are the Relevant Data Subjects; and

f. the obligations and rights of the data Controller are set out below.

4. Compliance with Data Protection Legislation

4.1 Each Client and Clearvision represent and warrant that it will comply with and ensure that its employees and/or subcontractors comply with the Data Protection Legislation in Processing Personal Data in connection with the Services.

5. Relationship of the Parties

5.1 In relation to the Processing of Personal Data in connection with the Services, the Parties acknowledge and agree that:

a. Client is the data Controller; and

b. Clearvision is the data Processor.

5.2 The Client instructs Clearvision to Process Personal Data where this is necessary to deliver the Services provided by Clearvision.

5.3 Clearvision agrees that it will Process the Personal Data in accordance with these DP Terms.

6. Processing of Personal Data by Clearvision

6.1 In relation to the Processing of Personal Data in connection with the Services Clearvision shall:

a. Process the Personal Data (including when making an international transfer of the Personal Data) only for the purpose of and to the extent necessary for provision of the Services and then only in accordance with:

i. these DP Terms; and

ii. Clients written instructions from time to time, unless otherwise required by law. Where Clearvision is required by law to Process the Personal Data otherwise than as provided by these DP Terms, it will notify the Client before carrying out the Processing concerned (unless the law also prevents Clearvision from doing so for reasons of important public interest);

b. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by the Processing, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed under these DP Terms, as set forth in Annex 1.

c. take all reasonable steps to ensure that only authorised personnel have access to the Personal Data and that any persons whom it authorises to have access to the Personal Data will respect and maintain all due confidentiality in relation to the Personal Data (including by means of an appropriate contractual duty of confidentiality where the persons concerned are not already under such a duty under the law);

d. not engage any sub-processors in the performance of the Services without the prior written consent of the Client and otherwise in accordance with clause 7 at all times;

e. not do, or omit to do, anything, which would cause the Client to be in breach of its obligations under the Data Protection Legislation;

f. immediately notify the Client if, in Clearvisions opinion, any instruction given to Clearvision infringes the Data Protection Legislation;

g. where applicable in respect of any Personal Data Processed in relation to the Services, co-operate with and assist the Client in ensuring compliance with:

i. the Clients obligations to respond to requests from data subject(s) seeking to exercise their rights under Chapter 3 of The General Data Protection Regulation, including by notifying the Client of any written subject access requests Clearvision receives relating to the Clients obligations under the Data Protection Legislation; and

ii. Clients obligations under Articles 32 – 36 of The General Data Protection Regulation to: 

  • ensure the security of the Processing; 
  • notify the relevant supervisory authority, and any data subjects(s), where relevant, of any breaches relating to Personal Data;
  • carry out any data protection impact assessments (each a “DPIA”) of the impact of the Processing on the protection of Personal Data; and
  • consult the relevant supervisory authority prior to any Processing where a DPIA indicates that the Processing would result in a high risk in the absence of measures taken by the Client to mitigate the risk.

h. provide assistance where reasonably required by the Client in relation to the fulfilment of the Client’s obligations to co-operate with the relevant supervisory authority under Article 31 of The General Data Protection Regulation.

7. Sub-processors

7.1 Clearvision will ensure that any sub-processor it engages to provide any services on its behalf in connection with the Services does so only on the basis of a written contract which imposes on such sub-processor terms equivalent to those imposed on Clearvision under these DP Terms or such other alternative terms as may be agreed with the Client (the “Relevant Terms”).Clearvision shall procure the performance by the sub-processor of the Relevant Terms and shall be directly liable to the Client for:

a. any breach by the sub-processor of any of the Relevant Terms;

b. any act or omission of the sub-processor which causes:

i. Clearvision to be in breach of these DP Terms; or

ii. Client or Clearvision to be in breach of the Data Protection Legislation.

7.2 Where the Client has given a general authorisation to Clearvision to engage sub-processors, then prior to engaging a new sub-processor under the general authorisation Clearvision will notify the Client of any changes that are made that would affect that general authorisation and give the Client an opportunity to object to them.

7.3 Notwithstanding clauses 7.1 and 7.2, it is agreed Clearvision shall be permitted to transfer Personal Data to such sub-processors as are set forth in the Privacy Policy.

8. Monitoring and audit

8.1 The Client is entitled to monitor and audit Clearvisions compliance with the Data Protection Legislation and its obligations in relation to data Processing in connection with the Services at any time during normal business hours. Clearvision agrees to provide the Client promptly with all access, assistance and information that is reasonably necessary to enable the monitoring and audits concerned. If the Client believes that an on-site audit is necessary, Clearvision agrees to give the Client reasonable access to its premises (subject to any reasonable confidentiality and security measures), and to any stored Personal Data and data Processing programs it has on-site. The Client is entitled to have the audit carried out by a third party.

9. International transfers

9.1 We may transfer Personal Data internationally, including outside the EEA, and to any third party located internationally (including to Clearvision Inc, in the US) where we are permitted to do so for that transfer under Articles 44 to 49 of The General Data Protection Regulation.

9.2 For the purposes hereof, it is agreed that Clearvision shall be permitted to transfer Personal Data internationally, including outside the EEA, and to such third parties located outside the EEA as set forth in the Privacy Policy provided the appropriate safeguard mechanisms remain in place.

10. Completion of services

10.1 Upon completion of the Services, Clearvision will at the Client’s discretion, on receipt of the Client’s written instruction, delete or return to the Client, all Personal Data (including copies) Processed in connection with the Services, except to the extent that Clearvision is required by law to retain any copies of the Personal Data and save to the extent that Clearvision receives instructions to the contrary from any applicable data subject(s). 

Annex 1 – Technical and Organisational Measures, Key Controls

1 Certifications

1.1 Clearvision has achieved and maintains the following certifications:

a. ISO 27001 Information Security Standard; and

b. Cyber Essentials

2 Information Security Management System

2.1 Clearvisions Information Security Management System details:

a. Policy;

b. Governance;

c. Process and procedure;

d. Roles and responsibilities;

e. Assurance and audit process;

f. Risk assessment and management; and

g. Improvement plans.

3 Physical security

3.1 Clearvision’s key measures to prevent physical unauthorised access to Clearvision premises and with regard to the data centres utilised by Clearvision include:

a. ISO 27001 certified data centres; 

b. the fitting of appropriate locks and other physical entry controls on doors and windows;

c. surveillance facilities; 

d. CCTV;

e. physically securing devices containing Personal Data e.g. locked cupboard/draw;

f. ensuring control of removable media;

g. secure disposal of physical assets; and

h. access control system including logging of visitors.

4 System access security

4.1 Clearvision’s key measures to prevent unauthorised system access to Clearvision’s IT systems include:

a. password procedures;

b. central management of access;

c. auditing of user access;

d. monitoring of suspicious activity; and

e. joiner/leaver processes managed by IT admins and HR.

5 Data access security

5.1 Clearvision’s key measures to prevent unauthorised data access include:

a. principle of least privilege applied; 

b. role based access; and

c. management of logged access requests.

6 Vulnerability management

6.1 Clearvision’s key measures to prevent exploitation of technological vulnerabilities include:

a. software installation restricted to approved software only;

b. application of patching policy; 

c. email threat management;

d. internet browser threat management;

e. awareness training;

f. virus scanning; and

g. utilisation of Amazon GuardDuty on AWS estate.

7 Awareness, training, and personnel

7.1 Clearvision’s key measures to prevent personnel vulnerabilities include:

a. performing reference checks on all new personnel; 

b. induction training to include information security/data protection; 

c. signed acceptance of compliance to information security policies;

d. refresher training conducted at least annually; and

e. clear job description including information security responsibilities. 

8 Incident management and business continuity

8.1 Clearvision’s key measures to prevent and manage incidents and business continuity events include:

a. incident management policies and procedures; 

b. incident management training; 

c. incident management key personnel;

d. business continuity plan including key personnel, external contacts and contingency plans;

e. incident and business continuity testing; and

f. continued improvement.

9 Audit

9.1 Clearvision applies a program of regular external and internal audits to monitor and enforce compliance with its security and data protection policies and procedures.

Experts on Demand Terms

Effective From 22nd April 2021


Client use of Experts on Demand is subject to the Clearvision Master Services Agreement the (“Agreement”) as executed by Client and Clearvision which incorporates the following terms. Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

1.1 “Credit” means a unit of time purchased.

1.2 “Credit Period” means each calendar month of the Subscription Period.

1.3 “Experts on Demand” means the experts on demand services currently branded as “Experts on Demand” and made available by Clearvision.

1.4 “Services” means ad hoc consultancy services including one to one coaching, mentoring, advice and one day consultant led training sessions for up to a maximum of 12 delegates.

2. CHANGES

2.1 Clearvision may modify these terms at any time by posting a revised version on the Clearvision website or by otherwise notifying the Client in accordance with section 39 of the Agreement, provided, however, that Clearvision will provide at least 90 days’ advance notice in accordance with section 39 of the Agreement for adverse changes. Subject to the 90 day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if Clearvision notify the Client by email, as stated in the email message. By continuing to use Expert on Demand after the effective date of any modifications to these terms, the Client agrees to be bound by the modified terms. It is the Client’s responsibility to check the Clearvision website regularly for modifications to these terms.

3. SUBSCRIPTION CREDITS

3.1 Subscription packages are available for six (6) or twelve (12) months or as otherwise agreed on a Statement of Work (“Subscription Period”). The number of Credits available in the Subscription Period will be specified on the relevant Statement of Work.

3.2 Each subscription package comes with a fixed number of Credits that can be used to purchase Services within each Credit Period.

3.3 Credits have the following attributable time values:

3.4 Client is not entitled to a partial or full refund or transfer of Credit if the full attributable time value of a Credit is not used in one session.

4. FAIR USE

4.1 Credits expire after 60 days. Credits are non-refundable and non-transferable.

4.2 Subject to clause 4.1 Client may use up to a maximum of double the allocated Credits in any given Credit Period for a maximum total of two Credit Periods.

4.3 Credit use is monitored and tracked by Clearvision.

5. CONTRACT OWNER

5.1 Client must identify up to two (2) contract owners to Clearvision who are authorised to approve a Credit spend. It is the Client’s sole responsibility to ensure that Clearvision are notified of required changes to authorised personnel.

6. CREDIT SPEND

6.1 Contract owners can spend Credits by submitting a written request to the designated Clearvision Project Manager or by submitting a request via the Experts on Demand service desk.

6.2 The Credit spend required to fulfil a request is at the sole judgement and discretion of Clearvision.

6.3 Requests will not be processed by Clearvision if all purchased Credits have already been used by the Client.

7. SERVICE HOURS

7.1 Experts on Demand requests will be processed within Clearvisions normal working hours as may change from time to time.

8. CHARGES

8.1 Clearvision shall invoice the Client for the relevant Charges in full and in advance of the relevant Statement of Work and/or Purchase Order commencement date.  For the avoidance of doubt, no Credits shall be made available for the Client by Clearvision unless and until payment for the relevant invoice has been received in full.

8.2 Any on-site assistance requested by the Client or additional materials required to fulfil a Request shall be chargeable to the Client.