This document is supplemental to the Open GI Terms and Conditions for the Supply of Software and Services and the Open GI General Terms and Conditions (together, the “Contract”). In the event of any conflict or inconsistency between the documents the following order of priority shall be given to the documents: (i) the Supplementary Terms and Conditions, (ii) the Open GI Terms and Conditions for the Supply of Software and Services and (iii) the Open GI General Terms and Conditions.
1. Definitions
In this document the terms and expressions used shall have the same meaning as defined in the Open GI Terms and Conditions for the Supply of Software and Services and the Open GI General Terms and Conditions and as set out below:
1.1. “End User” means a Customer or potential Customer of the Client who is accessing a Portal;
1.2. “Journey” means the products and functions which Open GI make available to a Client for deployment on a Portal ;
1.3. “Portal(s)” means a public facing website developed by Open GI for the Client which is hosted in Microsoft Azure (or some other third party platform as may be notified to the Client by Open GI) and which is accessible by End Users;
1.4. “Third Party Providers” means a provider of Third Party Services;and
1.5. “Third Party Services” means any Third Party Software, applications, products, services or website links.
2. Applicability of the Contract
2.1. The Portal service constitutes a Public Cloud Service under the Contract which shall, save where otherwise stated in these Supplemental Terms and Conditions, apply in full to the Portal service.
3. Right to Access and Use Portals
3.1. In consideration of the Client paying the required Fee, the Client is granted access to the Portal service which shall be made available for use by its End Users in accordance with the Contract and these Supplemental Terms and Conditions.
3.2. A Portal will go into live production following acceptance by the Client of the Portal in accordance with clause 4 of Part F of the Open GI Terms and Conditions for the Supply of Software and Services.
3.3. The Intellectual Property Rights in the Portal and each Journey, its original content, functions and features are the exclusive property of Open GI and its licensors. Content supplied by the Client for deployment on a Portal shall always remain the property of the Client.
3.4. The functionality of the Portal service and the Journeys is dependent upon the Client’s continued licensing of compatible Open GI Software.
3.5. Some of the technical features available in a Portal require the Client to have subscriptions in place with certain Third Party Providers. Open GI accepts no liability to the Client for any Third Party Providers. Such Third Party Services are made available to the Client as additional features or add-ons to the Portal service and the Client’s purchase, access or use of any such Third Party Services is solely between the Client and the applicable Third Party Provider. In addition to the Contract terms, the Client agrees to be bound by the additional service-specific terms applicable to services purchased from, or that are provided by, Third Party Providers. Open GI offers no warranty or makes no representation in respect of the services or products offered by any Third Party Providers.
3.6. Use of the Portals services is subject to the Acceptable Use Policy.
4. Fees and Payment
4.1. A Licence Fee is charged for use of a Portal and for each Journey selected by the Client. Both the applicable Licence Fee and the Journeys shall be as specified on the applicable Order Form and are invoiced annually in advance. Fees for Third Party Services shall be charged in accordance with the applicable Order Form.
4.2. Where specified on an Order Form, the Client shall pay the one-off Professional Service Fee for the set up and installation of the Service. Professional Services Fees may also be chargeable where the Client has selected certain customisable features which will be set out in an Order Form.
4.3. Fees are invoiced and payable in accordance with the terms of the Order Form and the Contract.
5. Journeys
5.1. Open GI shall make different Journeys available to the Client for use on a Portal from time to time. Details of Journeys offered and available for deployment on a Portal will be notified to the Client as and when these become available.
6. Support
6.1. In consideration of the Fee, Open GI shall provide Support to the Client for the Portals Service in accordance with the terms of the Contract.
7. Termination
7.1. In addition to the termination provisions set out in the Contract, the Client may terminate the Portal service or a Journey by giving Open GI the required Notice Period following expiry of the Initial Period.
8. Personal Data and Cookies
8.1. Personal Data processed using the Portal service may be processed by third party processors appointed by Open GI and its sub-processor. Details of the sub-processors and the data processed may be found in our Privacy Notice here.
8.2. Cookies are deployed on a Portal for analytics and product improvement purposes of Open GI. Details of the cookies are notified to an End User on the Portal. All data gathered by Open GI via a Portal shall be used in accordance with the Open GI Privacy Notice.