Product Specific Terms

When you use Clearvisions services you are subject to our terms. Please read them carefully.

Re-Sale of Third Party Software Terms

Effective From 1st December 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 at Your request.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement – Click here to see page.

b) Atlassian Cloud Terms of Service – Click here to see page.

GitLab Third Party Agreement is as follows: Click here to see page.

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 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.

4.3 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. 

4.4 CLEARVISION MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE SUITABILITY, FITNESS FOR PURPOSE, QUALITY OR PERFORMANCE OF THE THIRD PARTY SOFTWARE FOR YOUR REQUIREMENTS. 

4.5 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 Clearvision may introduce You to third parties such as finance brokers that are able to provide You with financing options for the purchase of Third Party Software from Clearvision. If you procure Third Party Software from Clearvision via a finance provider, bank, lender or other third party (the “Lender”), Clearvision shall supply the Third Party Software to You upon receipt of invoicing instructions from the Lender. Clearvision reserves the right, in its sole discretion and without notice, to repossess the Third Party Software should Clearvisions invoice not be paid in full and cleared funds by the Lender within 5 working days of the invoice date.

5.3 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.   

5.4 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.

5.5 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.

5.6 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. 

5.7 You have thirty (30) days from the date Clearvision places an order with the Third Party Software Vendor on Your behalf 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 

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

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 caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

7.2 NOTWITHSTANDING SECTION 4 OF THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEARVISIONS AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED GREAT BRITISH POUNDS (£100.00).

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. SURVIVING PROVISIONS 

10.1 Any provision contained in these Terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect for such period as is necessary.

11. SEVERABILITY 

11.1 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.

12. WAIVER

12.1 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.

13. GOVERNING LAW

13.1 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 1st December 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 at Your request.

Atlassian Third Party Agreements are as follows:

a) Atlassian Software Licence Agreement – Click to see page.

b) Atlassian Cloud Terms of Service – Click to see page.

GitLab Third Party Agreement is as follows: Click here to see page.

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 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.

4.3 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. 

4.4 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. 

4.5 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 Clearvision may introduce You to third parties such as finance brokers that are able to provide You with financing options for the purchase of Third Party Software from Clearvision. If You procure Third Party Software from Clearvision via a finance provider, bank, lender or other third party (the “Lender”), Clearvision shall supply the Third Party Software to You upon receipt of invoicing instructions from the Lender. Clearvision reserves the right, in its sole discretion and without notice, to repossess the Third Party Software should Clearvisions invoice not be paid in full and cleared funds by the Lender within 5 working days of the invoice date.

5.3 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.   

5.4 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.

5.5 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.

5.6 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. 

5.7 You have thirty (30) days from the date Clearvision places an order with the Third Party Software Vendor on Your behalf 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 

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

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 caused by its negligence, fraud or fraudulent misrepresentation or any liability which cannot be excluded or limited by law. 

7.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEARVISIONS AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED US DOLLARS ($100.00).

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. SURVIVING PROVISIONS 

10.1 Any provision contained in these Terms that expressly or by implication are intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect for such period as is necessary.

11. SEVERABILITY 

11.1 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.

12. WAIVER

12.1 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.

13. GOVERNING LAW

13.1 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 1st December 2021

These ClearHost Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of ClearHost, a signed Statement of Work for provision of ClearHost, payment of an invoice presented to You by Clearvision for the provision of ClearHost, or the use by You of ClearHost, whichever is earlier.

Your use of ClearHost is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Account Information”means information about You 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 ClearHost.

“Application” means the software applications as documented in the Contractual Documents.

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

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

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

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

“Infrastructure” means the ancillary systems supporting the delivery of the Host systems to You.

“Platform” means the Host and associated Infrastructure that provide the basis for the ClearHost delivery.

“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.

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

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

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

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

“Special Category Data” has the meaning assigned to it under Article 9 of the UK GDPR.

“Third Party Agreements” means all applicable third party agreements, terms and conditions, terms of use or end user licence agreements or otherwise.

“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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use ClearHost after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Clearvision website regularly for modifications to these Terms.

3. DATA PROTECTION AND SECURITY

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

3.2 You may specify the Regions in which the Your Content will be stored. Clearvision will not access or use Your 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 Your Content to any third party; or

b. move Your Content from the Regions selected by You; 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 You notice of any such legal requirement or order. Clearvision will only use Your Account Information in accordance with the Privacy Policy posted on the Clearvision website, and Your consent to such usage. The Privacy Policy does not apply to Your Content.

3.3 Clearvision will implement reasonable and appropriate measures designed to help secure Your 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 ClearHost.

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

3.6 Security and vulnerability alerts are available for all operating systems (AWS Linux) implemented by Clearvision on Your behalf. 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 of these Terms and will be applied within scheduled maintenance periods.

3.8 Critical operating system and application patches will be applied within 7 working days of 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 backup 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 before being destroyed.

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

4. YOUR RESPONSIBILITIES

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

4.2 You will ensure that the Content does not breach any Applicable Law, relevant policy or the Terms. You are solely responsible for the Content.

4.3 You warrant that Your Content shall not contain any Special Category Data unless its processing is expressly supported as a feature of the hosted Application in the relevant Third Party Agreements. Notwithstanding any other provision to the contrary, Clearvision has no liability under the Terms for Special Category Data submitted to a hosted Application in violation of the foregoing.

4.4 Except where explicitly expressed in the Terms You are responsible for taking appropriate action to secure, protect and back up Your account and Content.

4.5 You 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 Your identity provider. 

4.6 You will be deemed to have taken any action that You permit, assist or facilitate any person or entity to take related to the Terms, Your Content or use of ClearHost. You are responsible for Users’ use of the Content and ClearHost. You will ensure that all Users comply with Your obligations under the Terms and that the terms of any agreement between You and a User are consistent with these Terms. If You become aware of any violation of Your obligations under the Terms caused by a User, You will immediately suspend access to the Content and ClearHost by such User. 

4.7 You are responsible for the management of any third party You involve in the system implementation and ongoing service including infrastructure and networking providers where applicable.

5. LIMITATION OF LIABILITY

5.1 Clearvision’s total liability to You, 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 Terms, 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 ClearHost in accordance with the Terms and the Agreement.

6.2 The Service in relation to ClearHost includes monitoring and alerting of the Host 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 You must follow the process as defined in the Support Terms posted on the Clearvision website.

7. INCIDENT MANAGEMENT

7.1 Clearvision will notify You of any incidents impacting You 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 You.

7.3 You must notify Clearvision of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar. 

7.4 You are responsible for communicating any incident updates to other Users as required. 

8. ESCALATION PROCEDURE

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

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

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

Clearvision Contact: Lewis Lovelock (IT Operations Manager)

Contact Email: llovelock@clearvision-cm.com

Contact Phone: 07557 956182

9. UPDATE MANAGEMENT

9.1 Platform release and feature release upgrades are not included in ClearHost.

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 ClearHost provision undertaken by either You or Clearvision, unless otherwise agreed in writing.

10.2 The change management process will include but may not be limited to the following steps:

  1. Statement of change
  2. Requirements gathering
  3. Requirements sign-off
  4. Project specification
  5. Specification review
  6. User acceptance testing
  7. Project scheduling
  8. Changes affected
  9. Project review
  10. Project sign Off

10.3 Both Clearvision and You 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 You 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 You 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 ClearHost are monitored at all times and Clearvision is alerted to any abnormalities.

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

11.4 You shall, as soon as reasonably practicable, notify Clearvision of any system failure or performance issue You identify.

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

a. Recovery Time Objective of  four (4) hours

b. Recovery Point Objective of twenty four (24) hours

12. TERMINATION

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

12.2 Upon the effective date of termination access to ClearHost will be disabled.

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

13. EXCLUSION OF TERMS

13.1 Postponement Charges shall not apply to the provision of ClearHost.

ClearHost Service Level Agreement

Effective from 1st December 2021

This Support 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 ClearHost Terms, the terms 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 ClearHost Terms. 

Definitions 

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

“Monthly Uptime Percentage” means the Availability in any monthly billing cycle. Monthly 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 herein, 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, You will be eligible to receive a Service Credit as described below: 

Service Credits

A Service Credit will be calculated using the following formula: 

(99.9% – (Monthly Uptime Percentage)) * (Charges in same period)

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

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

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

Your 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 this SLA.

Service Credit Request 

To receive a Service Credit, You must submit a claim by opening a Request in the Service Desk. To be eligible, the Service 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 You are claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle;

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

If the Monthly Uptime Percentage of such Service Credit Request is confirmed by Clearvision and is less than the Service Commitment, then Clearvision will issue the Service Credits to You within one billing cycle following the month in which the Service Credit Request was submitted. Your failure to submit the Service Credit Request or to provide the information as required, will disqualify You 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 You or any third party; or

c. that result from Your misuse of ClearHost; or

d. that result from Your 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 Your right to use ClearHost

(collectively, the “ClearHost SLA Exclusions”).

Support Terms

Effective as of 27th January 2022

These Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of the Support, a signed Statement of Work for provision of the Support, payment of an invoice presented to You by Clearvision for the provision of the Support, or the use by You of the Support, whichever is earlier.

Your use of Support is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Application”means the software applications as specified in the Contractual Documents. 

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

“Request”means a ticket raised by Your authorised personnel for Support from Clearvision via the Service Desk. 

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

“Support”means the Services currently branded as “Support” and made available by Clearvision.

“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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your 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 You for the relevant Charges in full and in advance of the start date of the Support.  For the avoidance of doubt, no Support hours shall be made available to You by Clearvision unless and until payment for the relevant invoice has been received in full.  Additional Support hours may be purchased by You at any time during the term.

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

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 You will provide Clearvision with unrestricted access to the system and will provide such further facilities and assistance as reasonably may be required to provide the Support. Clearvision will not be liable for where it cannot provide Support as a result of Your failure to provide such facilities or assistance.

4.2 Clearvision cannot guarantee that the remote connection to Your system will always be available due to issues with Your 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/Request, Clearvision may have to impose a technical and/or process workaround to rectify the Incident/Request as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if You decide 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 You 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 You. 

5.3 Support hours are non-transferrable.

5.4 If Support hours are not used within the term specified in the Contractual Documents they are non-refundable and non-transferrable. 

5.5 Support hours vary depending on the option purchased by You. The Contractual Documents will specify the applicable option. The hours of Support provided in each option is specified below:

Option 

Hours Covered

Days Covered

10/5

08:00 to 18:00

(GMT/BST/PST/EST)

Monday to Friday excluding bank holidays

24/7

00:00 to 23:59

(GMT/BST/PST/EST)

Monday to Sunday including bank holidays

6. DATA PROTECTION AND SECURITY

6.1 You will provide Clearvision with a list of up to five (5) authorised personnel who will be authorised to raise Requests. It is Your 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 Your responsibility to cover the cost for this.

7. INCIDENT MANAGEMENT

7.1 Clearvision will notify You of any incidents impacting You 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 You.

7.3 You must notify Clearvision of any incidents You detect as soon as reasonably possible including all faults, unavailability or similar.

7.4 You are 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 submit Requests.

8.2 The Service Desk can be found at: Click here.

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 reasonably request, and You 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 Your determined Severity Level classification or notify You of a proposed change in the Severity Level classification to a higher or lower level with an explanation to support the reclassification. In the event of a dispute regarding the Severity Level classification, the escalation procedure prescribed in Section 10 shall be instigated by either Party.

Priority

Response Method

Examples

Critical

You will be contacted initially by phone and followed by the Service Desk

– Performance degraded to an unusable level. e.g. Supported system has failed.

– No Users are able to log into supported system

– Multiple Users unable to work at all due to incorrect access

– Request for access that is required for multiple Users, preventing them from working.

– An urgent request affecting multiple Users

_ Critical indicates a production server or other mission critical system(s) are down and no workaround is immediately available

Major

Initially response via Service Desk, if unresolved after three 3 communications and subject to availability and technical detail, a phone call will be arranged

– Performance of the supported system is inadequate, but still usable.

– Intermittent issues with Application features.

– Acceptable workaround may exist

– Operations can continue in a restricted fashion, although long-term productivity

_Degraded service – Includes intermittent issues and reduced quality of service. A workaround may be available

Minor

Service Desk

– Unexpected, Incorrect or inaccurate data

– A request with little or no impact if not fulfilled

– Problems with Application or feature specific controls and permissions

– Single User unable to authenticate

_General Issue – This indicates the issue does not significantly impact operations, or that a reasonable workaround has been implemented.

Trivial

Service Desk

– Misspelled objects or typos

– Issue with little or no impact

– General application usage questions

– User specific controls or permissions

_An issue of minor importance and low impact

10. ESCALATION PROCEDURE

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

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

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

Clearvision Contact: Lewis Lovelock (IT Operations Manager)

Contact Email: llovelock@clearvision-cm.com

Contact Phone: 07557 956182

11. EXCLUSION OF TERMS

11.1  Postponement Charges shall not apply to the provision of Support.

Support Service Level Agreement

Effective from 1st December 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 Support Terms, the terms 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 Support 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 You in accordance with this SLA (the “Service Commitment”). 

 

Priority

Hours Covered

Initial Response 

Detailed Response 

Target Resolution 

Status Reporting 

Critical 

00:00 – 23:59 for 24 hour Support option 


Primary Working Hours for 10/5 Support option 

One (1) Hour

Two (2) Hours

Four (4) Hours

Every two (2) Hours

Major 

Primary Working Hours

Four (4) Hours

Twelve (12) Hours

Twenty Four (24) Hours

Daily

Minor 

Primary Working Hours

Eight (8) Hours

Eighteen (18) Hours 

Forty Eight (48) Hours

Weekly 

 

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 You or any third party; or
  3. that result from Your misuse of Support; or
  4. in the event that Your Severity Level classification is in dispute; or
  5. arising from Clearvisions suspension or termination of Your right to use Support 

(collectively, the “Support SLA Exclusions”).

Support SLA Conditions

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

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

From time to time maintenance of the Clearvision Service Desk is required. You 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 You or a third party and is not received within three (3) working days, Clearvision reserves the right to close the Request. 

Training Terms

Effective From 1st December 2021

These Training Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of the Training, a signed Statement of Work for provision of the Training, payment of an invoice presented to You by Clearvision for the provision of the Training, or the use by You of the Training, whichever is earlier.

Your use of Training is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

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

“Training” means the Services currently branded as “Training” and made available by Clearvision.

“Training Material” means content provided by Clearvision to You 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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use Training after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your 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 the Contractual Documents. Printed Training Material may be available on request for a nominal fee.

3.3 All Training Material remains the intellectual property of Clearvision and is provided to You 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 You 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 Contractual Documents and agreed scope therein.

4.2 Any work required by You outside the agreed scope as recorded in the Contractual Documents 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 Training or the Deliverables must be raised in writing by You to Clearvision within five (5) working days following the end date of the Training.

6. YOUR RESPONSIBILITIES

6.1 You are responsible for ensuring that all prerequisites and preparation items as detailed in the Statement of Work or elsewhere in the Contractual Documents have been complied with. Clearvision has no responsibility or liability to You in the event of any delay, cancellation or problem related to the Deliverables or Training where such event is caused solely by Your failure or delay in complying with the prerequisites or preparation items.

6.2 It is Your responsibility 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 You must provide to Clearvision a complete and final list of Delegates at least five (5) working days prior to the Training start date. 

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

6.5 You shall be responsible and liable for any additional expenses incurred on the part of Clearvision due to unavailable resources as a result of Your 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 Unless specifically covered within the Contractual Documents, Clearvision is not responsible for any customizations, integrations, data conversions or product extensions. 

7.2 Clearvision will endeavor to make best use of the available time, however, allocations for the exact start and end time will be decided by the trainer on the day, based on the requirements of the Delegates attending.

Experts on Demand Terms

Effective as of 1st December 2021

These Experts on Demand Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of Experts of Demand, a signed Statement of Work for provision of Experts on Demand, payment of an invoice presented to You by Clearvision for the provision of Experts on Demand, or the use by You of Experts on Demand, whichever is earlier.

Your use of Experts on Demand is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“Credit” means a unit of time purchased.

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

“Experts on Demand” means the Service currently branded as “Experts on Demand” and made available by Clearvision.

“On Demand Services” means 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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use Experts on Demand after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your 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 (the “Subscription Period”) or as otherwise agreed in the Contractual Documents. The number of Credits available in the Subscription Period will be specified on the Contractual Documents. The Subscription Period together with the number of Credits form the “Subscription Package”.

3.2 Each Credit Period will have an allocated number of Credits that can be used to purchase On Demand Services.

3.3 Credits have the following attributable time values:

One (1) Credit 

One remote workshop session of up to half (0.5) a day with an Atlassian certified consultant 

Two (2) Credits

One remote workshop session of up to one (1) day with an Atlassian certified consultant

Four (4) Credits 

One remote training session of up to one (1) day with an Atlassian certified consultant for a maximum of 12 delegates 

Half a (0.5) day equates to three hours and forty five minutes (3h45m)

One (1) day equates to seven hours and thirty minutes (7h30m)

3.4 You are 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 sixty (60) days. Credits are non-refundable and non-transferable.

4.2 Subject to clause 4.1 You may use up to a maximum of double the allocated Credits in any given Credit Period for a maximum total of two (2) Credit Periods.

4.3 Credit use is monitored and tracked by Clearvision.

5. CONTRACT OWNER

5.1 You must identify up to two (2) contract owners to Clearvision who are authorised to approve a Credit spend. It is Your 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 You.

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 You for the relevant Charges in full and in advance of the start date as specified in the Contractual Documents.  For the avoidance of doubt, no Credits shall be made available to You by Clearvision unless and until payment for the relevant invoice has been received in full.

8.2 Any on-site assistance requested by You or additional materials required to fulfil a request shall be chargeable to You and at the sole discretion of Clearvision. 

GitLab Managed Services Terms

Effective From 1st December 2021

These GitLab Managed Services Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of the GitLab Managed Services, a signed Statement of Work for provision of GitLab Managed Services, payment of an invoice presented to You by Clearvision for the provision of GitLab Managed Services, or the use by You of GitLab Managed Services, whichever is earlier.

Your use of GitLab Managed Services is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS

“GitLab Software” means software branded as GitLab.

“GitLab Software Subscription” means the period of time the GitLab Software is made available to You by Clearvision as specified in the Contractual Documents.

“Clearvision Product” means Clearvision software, products, and/or Services that are combined with or bundled with GitLab Software. The Product Specific Terms (as defined below) relevant to any such software, products, and/or Services shall apply to Your use of such software, products, and/or Services, in addition to these Terms.

“Content” means all software, information, content and data provided by or on behalf of You or made available or otherwise distributed through the use of the GitLab Software. 

“Managed Service” means Clearvisions licencing of GitLab Software for Your use, which may include GitLab Software bundled as part of the Clearvision Product. The GitLab Software offered by Clearvision as part of a Managed Service cannot be transferred, resold, distributed, assigned or otherwise passed to You, unless as part of a Transfer (as defined below).

“Product Specific Terms” means the terms published on the Clearvision website found here, or as otherwise located: Click here to learn more

“Transfer” means Clearvisions assignment of right, title and interest to the GitLab Software to You. A Transfer may only take place after a Transfer Amendment has been executed (as defined below).

“User” is defined as the unique and single individual, or employee, contractor, or other third-party individual authorized by Clearvision on behalf of You (in accordance with these Terms) who is able to access the GitLab Software Subscription, regardless of whether the User actually accesses or the frequency with which they access the GitLab Software. A User must be over the age of thirteen (13) years old.

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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use GitLab Managed Services after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Clearvision website regularly for modifications to these Terms.

3.INDEMNITY

3.1 In addition to the indemnification obligations set forth within these Terms, You will indemnify, hold harmless and (at Clearvisions option) defend Clearvision and its Affiliates from and against any claim, loss, cost, liability or damage, including attorneys’ fees, for which Clearvision becomes liable arising from or relating to Your or Users use of the GitLab Software as part of the Managed Service.

4.TRANSFER

4.1 Upon written notice, and a transaction document executed between GitLab and Clearvision (the “Transfer Amendment”), Clearvision may Transfer the GitLab Software to You. Unless otherwise agreed to between GitLab and You, Your use of the GitLab Software shall be subject to the GitLab Terms and Conditions. Execution of a Transfer Amendment is at Clearvisions sole discretion.

5.TERMINATION & SUSPENSION  

5.2 Clearvision may (at its sole discretion) suspend delivering GitLab Managed Services or any component of the GitLab Managed Services including GitLab Software if You breach these Terms,  until the breach is remedied. For the avoidance of doubt, You remain responsible for paying any and all undisputed Charges during any suspension period.

5.3 If You terminate any of the Contractual Documents for convenience pursuant to the terms of the Agreement, You shall remain liable for the Charges for any GitLab Software Subscriptions until the expiration of the then-current term and any such Charges shall become immediately due and payable.  

5.4 If Clearvision terminates any of the Contractual Documents  for cause, non-payment of Charges or change of Control, pursuant to the Agreement, You shall remain liable for the Charges for any GitLab Software Subscriptions until the expiration of the then-current term and any such Charges shall become immediately due and payable.  

6.RESTRICTIONS AND RESPONSIBILITIES 

6.1 You will not, and will not permit any User to: 

a) use the GitLab Software for any purpose other than as specifically authorized in these Terms;

b) use the GitLab Software in such a manner that would enable any third party to access the Software;

c) use the GitLab Software for time sharing or service bureau purposes (including without limitation, sublicensing, distributing, selling, reselling any GitLab Software);

d) for any purpose other than its and its Affiliates’ own internal use;

e) use the GitLab Software other than in compliance with all Applicable Laws;

f) use the GitLab Software in any manner that: (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any User authentication or security process); (ii) impersonates any person or entity, including without limitation any employee or representative of Clearvision or GitLab; (iii) includes Content, with respect to the use of SaaS Software, which is illegal or violates the GitLab Community Code of Conduct found here – community code or elsewhere published, or (iiii) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs); and

g)  except to the extent permitted by Applicable Law, disassemble, reverse engineer, or decompile the GitLab Software or access it to: (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the GitLab Software, (3) copy any ideas, features, functions or graphics of the GitLab Software, or (4) determine whether the GitLab Software are within the scope of any patent.

6.2 In accordance with these Terms, Clearvision has the right to verify electronically (or otherwise), and generate reports related to Your access to, and use of the GitLab Software to ensure compliance with these Terms. 

6.3 You are responsible for the following: 

a) maintaining the security of Your account, passwords (including, but not limited to, User passwords) and files, and for all uses of Your account with or without Your knowledge or consent; and

b) any acts or omissions of Users in relation to the GitLab Software;

6.4. You represent and warrant that You have, and shall retain, all right, title and interest (including, without limitation, sole ownership of) relating to Your Content, and the intellectual property rights related thereto.

7.ADDITIONAL USERS 

7.1 During the GitLab Software Subscription, You may, subject to these Terms, request additional Users. For the avoidance of doubt, all additional Users shall be subject to an additional charge and shall be co-termed to the underlying term.

8.INTELLECTUAL PROPERTY

8.1 Except as expressly set forth herein, GitLab (and its licensors, where applicable) will retain all intellectual property rights relating to the GitLab Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by You, Your Affiliates, Users or any third party relating to the GitLab Software (herein referred to as “Feedback Materials”), which are hereby assigned to GitLab. For the avoidance of doubt, Feedback Materials shall not include Confidential Information or intellectual property owned by You. These Terms do not constitute a sale of the GitLab Software and do not convey to You any rights of ownership in or related to the GitLab Software or any other intellectual property rights.

9.WARRANTY

9.1 During the GitLab Software Subscription, Clearvision shall pass through to You the full benefit of the following warranties which it has received from or has against GitLab in respect of the GitLab Software: 

a) the GitLab Software shall be provided in a professional and workmanlike manner by qualified personnel; and 

b) commercial industry standard methods will be used, designed to ensure the GitLab Software used by You does not include any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or User data

9.2 If at any time Clearvision fails to comply with the warranties in this Section 9, You may promptly notify Clearvision in writing of any such noncompliance. Clearvision will, within sixty (60) days of receipt of such written notification, either correct the noncompliance or provide You with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting the non-compliance is not established during such period, You may terminate the GitLab Software component of the Managed Services and receive a prorated refund for the unused portion of the GitLab Software Subscription as Your sole and exclusive remedy for such noncompliance.

9.3 EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, THE GITLAB SOFTWARE IS PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. CLEARVISION HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.INDEMNIFICATION 

10.1 You will defend Clearvision and its Affiliates against any claim, demand, suit or proceeding made or brought against Clearvision by a third party alleging: (a) that any of Your Content or Your use of Your Content with the GitLab Software or any software (or combination of software) provided by You and used with the GitLab Software, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Your use of the GitLab Software in an unlawful manner or in violation of these Terms or any of the Contractual Documents (each a “Clearvision Claim”). You will indemnify Clearvision from any damages, reasonable attorneys’ fees and costs finally awarded against Clearvision as a result of, or for any amounts paid by Clearvision under a settlement approved (in writing) by You of a Clearvision Claim, provided Clearvision: (i) promptly gives You written notice of the Clearvision Claim, (ii) gives You sole control of the defence and settlement of the Clearvision Claim (except that You may not settle any Clearvision Claim unless it unconditionally releases Clearvision of all liability), and (iii) gives You all reasonable assistance, at Your expense. The above defence and indemnification obligations do not apply if a Clearvision Claim arises from Clearvisions breach of these Terms or any of the Contractual Documents.

11.LIMITATION OF LIABILITY 

11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

11.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLEARVISIONS AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS, GITLAB SOFTWARE OR MANAGED SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED THOUSAND GREAT BRITISH POUNDS (£100,000).

12.DATA

12.1 The Parties acknowledge and agree that, (i) the GitLab Software is not designed for the purpose of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) You shall not use the GitLab Software, or otherwise provide to Clearvision without prior written consent, Sensitive Data under these Terms. “Sensitive Data” means: (i) special categories of data as defined in Article 9 of the UK GDPR, or any successor legislation; (ii) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (iii) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (“GLBA”) (or related rules or regulations); or (vi) any data similar to the above protected under foreign or domestic laws. You further acknowledge that the GitLab Software and related features are not intended to meet any legal obligations for these uses. Therefore, notwithstanding anything else in these Terms, Clearvision has no liability for Sensitive Data processed in connection with Your use of the Software.

Total Support Terms

Effective as of 21st March 2022

These Total Support Terms, as may be amended from time to time, together with any schedules, appendices, or otherwise (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 Signed Quotation for the provision of the Total Support, a signed Statement of Work for provision of the Total Support, payment of an invoice presented to You by Clearvision for the provision of the Total Support, or the use by You of the Total Support, whichever is earlier.

Your use of Total Support is subject to the Clearvision Terms of Service, or as applicable the Master Services Agreement as executed between You and Clearvision (the “Agreement”). Any capitalized terms used but not defined below have the meanings in the Agreement.

1. DEFINITIONS 

“Fair Usage” is capped at a maximum of ten (10) Support hours in any given 4 week period for Team and Premium tier packages and a maximum of twenty four (24) Support hours in any given 4 week period for Enterprise tier packages.

“Package Hours” means the number of hours allocated against each product or group of products that form Total Support as specified in your Total Support package.

“Total Support” means the Services currently branded as “Total Support” and made available by Clearvision.

“Working Days” means 9am to 5pm GMT, Monday to Friday excluding bank holidays.

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 You in writing, provided, however, that Clearvision will provide at least 90 days’ advance notice 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 notifies You by email, as stated in the email message. By continuing to use Total Support after the effective date of any modifications to these Terms, You agree to be bound by the modified Terms. It is Your responsibility to check the Clearvision website regularly for modifications to these Terms.

3. CHARGES

3.1 Total Support is billed annually or quarterly (“Billing Cycle”) as specified in Your Order.

3.2 Clearvision shall invoice You for the relevant Charges in full and in advance.  For the avoidance of doubt, Total Support shall not be made available to You by Clearvision unless and until payment for the relevant invoice has been received in full.  

3.3 Any Services requested in excess of Your Package Hours, or Fair Usage for Support hours on Medium and Enterprise Tier packages, shall be quoted at Clearvisions then current standard rates.

4. TERM AND TERMINATION 

4.1 You may cancel or downgrade your Total Support package at any time by serving Clearvision written notice. If you cancel or downgrade your Total Support package you shall continue to be charged for the remainder of the then current Billing Cycle and you are not entitled to a refund.  

4.2 If you cancel your Total Support package all accrued Package Hours must be used prior to the end of the then current Billing Cycle. Package Hours are non-refundable and non-transferable.

5. TOTAL SUPPORT SERVICES

5.1 Total Support is available in three packages as detailed in the table below. The package You have purchased will be detailed in Your Order.

 

Team Tier

Premium Tier

Enterprise Tier

24/7 Support Hours

24

Unlimited*

Training

Total of 50 hours

Total of 120 hours

As specified on Order

Mentoring & Coaching

Technical Consultancy

Health Check

1 Onboarding

Bi-annual

Quarterly

*Subject to Fair Usage

5.2 Total Support is a remote delivery product. Any on-site assistance requested by You shall be chargeable to You.

5.3 Training, Mentoring, Coaching and Technical Consultancy can be scheduled for a minimum of a two (2) hour session. You are not entitled to a partial or full refund or transfer of Package Hours if the full attributable time value is not used in one session.

6. INCLUSION OF TERMS 

6.1 Total Support packages are a combination of Clearvision products. As such the product specific terms for each included product are incorporated into these Terms. You accept and agree to comply with and be legally bound by the product specific terms as they are applicable.

Product

Incorporated Terms

Support

Support Terms

Support Service Level Agreement

Support SLA

Training 

Training Terms 

6.2 In the event of any conflict or inconsistency between the Total Support Terms and the applicable product specific terms, the Total Support Terms shall take precedence to the extent of such conflict or inconsistency.

7. SERVICE LEVEL AGREEMENT

7.1 Training, Mentoring, Coaching and Technical Consultancy are subject to the following Service Level Agreement (“SLA”).

Time to first response 

24 Hours from receipt of request*

Time to scheduled date

7 Working Days from first response 

Time to delivery 

14 Working Days from first response

* For requests received outside of working hours the clock will start at the beginning of the next working day

7.3 The SLA is subject to the following exclusions: 

a) Engagements of more than one (1) consecutive day (7h30m). If your request is in excess of one (1) day, an approximate timeline for scheduling and delivery will be provided to You at the earliest opportunity; and

b) any delays that result from any factors outside of Clearvisions reasonable control, including any Force Majeure event; and

c) any delays that result from any voluntary actions or inactions by You or any third party; and

d) any delays that result from Your equipment, software or other technology and/or that of a third party under Your control; and

e) any delays arising from Clearvisions suspension or termination of Your right to use Total Support. 

7.3 Your sole and exclusive remedy for any breach of this SLA is a refund for the Package Hours affected by the breach.

8. TOTAL SUPPORT REQUESTS

8.1 You must identify up to five (5) Total Support owners that are authorised to approve the spend of Package Hours. It is Your responsibility to ensure that Clearvision are notified of required changes to authorised personnel. 

8.2 Requests will not be processed by Clearvision if all Package hours have already been used by You. Additional Services can be purchased at Clearvisions then current standard rates. 

8.3 To make a Total Support request contact customersupport@clearvision-cm.com or call 02381157802

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