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Terms of Service

Last Updated: 20th March 2023

These Terms of Service together with the Order Form constitute a binding contract between MEDDICC, Ltd. with offices at 2 The Crescent, Wisbech, Cambridgeshire, United Kingdom, PE13 1EH (“MEDDICC”), and you (“Customer”) (“the Agreement”). Customer agrees to be bound by the terms of this Agreement upon the earlier of: (a) its download, installation, access to or use of any of MEDDICC’s software or services (including the Services); or (b) its express consent to this Agreement (“Effective Date”). If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have proper authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these Terms of Service, you may not use any MEDDICC software or services. In the event of any inconsistency or conflict between these Terms of Service and any Order Form, the Order Form will control.

1. Definitions
Any terms not defined in this Section shall have the meaning ascribed to them in their relevant Section.
“Applicable Law” means all laws, statutes, ordinances, regulations and other types of government directives applicable to the access, use or provision of the Services.
“Confidential Information” means any information or data relating to Disclosing Party’s business, assets or affairs that is disclosed by Disclosing Party, whether directly or indirectly and whether in writing or orally, whether before, on or after the date of this Agreement and whether or not marked as confidential including but not limited to all Order Forms and all information or data relating to Disclosing Party’s  operations, processes, business, technology, product information, dealings or transactions, trade secrets, know how, roadmap, financial or contractual arrangements, pricing and marketing. Notwithstanding the foregoing, Confidential Information will not include any information which: (a) is or becomes generally available to the public without breach of any obligation owed to Disclosing Party; (b) was properly known to Receiving Party, without restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.
“Disclosing Party” means the party disclosing Confidential Information to another party.
“Documentation” means the written instructions, technical documentation, manuals and other materials made available by MEDDICC related to the Services, which MEDDICC may modify from time to time.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means a quote, order form or other writing prepared by MEDDICC, executed by Customer, and accepted by MEDDICC that sets forth the specific Services that Customer is authorized to use and the applicable fees, volumes, payment schedule and initial subscription term. If Customer subscribes through a reseller or marketplace, then such reseller or marketplace’s applicable ordering document shall apply solely with respect to the fees, volumes, subscription term and Services ordered.
“Receiving Party” means the party to which Confidential Information is disclosed.
“Services” means any MEDDICC products and services made available to Customer hereunder, including: (a) the MEDDICC proprietary software, including any software code, utility, application interface, tools, or services related thereto; (b) any open-source software used by MEDDICC in support of the products and services; (c) the Documentation; and (d) any updates, upgrades, enhancements, improvements, derivative works, and modifications of the foregoing, including the general know-how, performance metrics, analytics and machine learning developed over time.
“Term” means the period of time during which MEDDICC has authorized Customer to access the Services as set forth in any applicable Order Form and subsequent Renewal Term(s).
“Terms of Service” means the terms and conditions set out herein.

2. Services and Responsibilities
2.1 Provision of MEDDICC Platform. MEDDICC hereby grants Customer and its authorized employees, contractors, vendors and consultants (“Authorized Users”) a limited non-exclusive, non-sublicensable, non-transferable right to access and use the Services solely for Customer’s internal business purposes and subject to the terms and conditions of this Agreement. Usernames and passwords to the Services may not be shared or accessed by more than one unique Authorized User. The Services are subject to modification from time to time at MEDDICC’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.
2.2 Data Protection. Where MEDDICC acts as the controller of your information, the terms of MEDDICC’s Privacy Policy located here will apply. Where MEDDICC acts as a processor of your information, the terms of MEDDICC’s Data Processing Addendum located here (“DPA”) will apply.

2.3 Restrictions. Customer will not, and shall ensure that any Authorized Users will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise create, attempt to create or derive the source code, object code or underlying structures, ideas or algorithms of the Services or any data related thereto; (b) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with MEDDICC’s products or services or engage in competitive benchmarking; (d) share, transfer, distribute, resell, lease, license, sublicense, make available or otherwise offer the Services on a standalone basis; (e) remove any proprietary notices from the Services or related Documentation; (f) provide any infringing, offensive, fraudulent or unlawful content in connection with the Services; (g) use the Services or related Documentation in any manner or for any purpose that violates this Agreement or Applicable Law, or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person (collectively, the “Restrictions”).

2.4 Suspension. MEDDICC reserves the right to suspend Customer’s (or any Authorized User’s) access to the Services immediately: (a) if Customer breaches Section 2 or Section 4 of this Agreement, or breaches any other provision and fails to correct that breach within the applicable cure period; or (b) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect MEDDICC or its customers or users.

2.5 Customer Responsibilities. Customer is solely responsible for: (a) all uses of the Services under its account (whether or not authorized); (b) all acts and omissions of Authorized Users, including ensuring that it and its Authorized Users only use the Services in compliance with this Agreement and all Applicable Law (any breach of this Agreement by an Authorized User shall be deemed a breach by Customer); (c) using commercially reasonable efforts to prevent unauthorized access to or use of the Services (and promptly notifying MEDDICC in the event of any such unauthorized access or use); and (d) determining whether the Services are suitable or sufficient for its business purposes. MEDDICC’s contractual relationship is with Customer and not individual Authorized Users or third parties using the Services through Customer, and Customer will address all claims raised by its Authorized Users directly with MEDDICC.

2.6 Third-Party Services. Customer’s use of third-party products or services that are not licensed to Customer directly by MEDDICC (“Third-Party Services”) shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third party. MEDDICC does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including the privacy practices, data security processes and other policies related to Third-Party Services. Customer agrees to waive any claim against MEDDICC with respect to any Third-Party Services. Customer may enable integrations between the Services and Third-Party Services (each, an “Integration”). By enabling an Integration, Customer is instructing MEDDICC to share any information or data provided to MEDDICC by or on behalf of the Customer in connection with the Services, which is necessary to facilitate the Integration. Customer is responsible for providing all instructions to any Third-Party Service provider relating to the Customer’s information or data. MEDDICC and Third-Party Service providers are not sub-processors of each other.

3. Fees

3.1 Fees. Customer shall pay all amounts invoiced by MEDDICC relating to any applicable Order Form, according to the payment schedule set forth therein. Except as otherwise specified herein or in any applicable Order Form: (a) fees are quoted and payable in United States dollars; and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. MEDDICC reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial subscription term set out in the Order Form, or the then current Renewal Term, upon forty-five (45) days prior notice to Customer (which may be sent by email). Customer may enter into a subscription for the Services through a MEDDICC authorized reseller, in which case Customer shall pay all fees to the applicable reseller, and any amounts to which Customer may be entitled due to a breach of this Agreement will be provided through such reseller.

3.2 Late Payment. MEDDICC may suspend access to the Services immediately upon notice if Customer fails to pay any amounts hereunder at least fifteen (15) days past the applicable due date.

3.3 Taxes. All amounts payable hereunder are exclusive of any taxes, including any direct or indirect local, state, federal or foreign taxes, levies, duties or similar government assessments of any nature (such as VAT, GST, excise, sales, use or withholding taxes) (collectively “Taxes”). Customer will be solely responsible for payment and reimbursement of all Taxes associated with its purchases hereunder, except for taxes based on MEDDICC’s net income. Customer will not withhold any taxes from any amounts due hereunder.

4. Confidential Information and Proprietary Rights

4.1 Proprietary Rights. Except as expressly set forth herein, MEDDICC (and its licensors, where applicable) exclusively retains all right, title and interest (including all Intellectual Property Rights) relating to the Services and MEDDICC Confidential Information, and Customer exclusively retains all right, title and interest (including all Intellectual Property Rights) in its Confidential Information.

4.2 Feedback. Customer may from time to time provide MEDDICC suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. MEDDICC will have full discretion to determine whether to proceed with the development of any requested enhancements, new features or functionality. MEDDICC will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exploit any such Feedback in connection with its products and services.

4.3 Confidential Information. Each party agrees that it will keep the Confidential Information of the other party secret and confidential, will use such Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Notwithstanding the foregoing, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, contractors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement (and for whom each party is responsible for any breach of this Agreement); and (b) as required by law (in which case, to the extent legally permitted, the receiving party will limit the disclosure to that required by law and provide the disclosing party with prior written notification thereof in order to allow disclosing party the opportunity to contest such disclosure). Neither party will disclose the terms of this Agreement to any third party, except that MEDDICC may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Receiving Party agrees to use the same degree of care that it uses to protect its own confidential and proprietary information to prevent the unauthorized use or disclosure of Disclosing Party’s Confidential Information, but in no event less than a reasonable degree of care. Promptly after Disclosing Party’s request, Receiving Party agrees to return or destroy Disclosing Party’s Confidential Information; provided, however, that Receiving Party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course records retention and backup policies and procedures, or to comply with Applicable Law, provided that such Confidential Information is treated as such for so long as it is retained. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party will be entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, for any violation or threatened violation of this Section or Section 2.3 “Restrictions.”

4.4 Performance Metrics and Machine Learning. Customer acknowledges that a fundamental component of the Services is the use of machine learning and performance metrics for the purpose of providing and improving MEDDICC’s products and services. Notwithstanding anything to the contrary, MEDDICC may collect, use, aggregate, de-identify and/or anonymize (during and after the Term) information related to Customer’s use of the Services to train its algorithms through machine learning techniques, monitor performance, create analytics and statistical data, or for any other purpose permitted by Applicable Law.

5. Warranties and Disclaimers

5.1 MEDDICC Warranties. MEDDICC represents and warrants that: (a) the Services will, under normal and authorized use in full compliance with this Agreement, perform materially in accordance with the Documentation; and (b) it will not knowingly include, in the Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as viruses, disabling devices, trojans, or time bombs, designed to intentionally disrupt, disable, harm, or infect the operation of a network, computer program or computer system or any component thereof. If, at any time, the Services do not conform to the warranty set forth in this Section 5.1, Customer may promptly notify MEDDICC in writing of any such noncompliance and MEDDICC will, within 30 days of receipt of such notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable correction plan is not established during such period, Customer may terminate this Agreement and receive a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s) as its sole and exclusive remedy for such noncompliance.

5.2 Reciprocal Warranties. Each party represents and warrants to the other party that it has the legal power and authority to enter into this Agreement.

5.3 Rights and Remedies of a Consumer. If Customer is a consumer (as defined under section 2 of the Consumer Rights Act 2015), the Consumer Rights Act 2015 requires that the Services must be as described (in the Documentation), fit for purpose and of satisfactory quality. If the Services are faulty in respect of these requirements, where Customer is a consumer MEDDICC shall fix the Services within a reasonable time and without significant inconvenience to Customer. If MEDDICC is unable to do so, MEDDICC shall provide a refund to Customer of the fees paid by Customer which relate to the period of time for which the Services were faulty.

5.4 DISCLAIMERS. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, THE SERVICES AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES THAT THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR BE FREE OF SECURITY DEFECTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY MEDDICC TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES AGREE THAT THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE AND ARE ONLY INTENDED AS TOOLS FOR ASSISTING CUSTOMER IN ITS COMPLIANCE EFFORTS, FOR WHICH CUSTOMER IS SOLELY RESPONSIBLE, AND MEDDICC WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR CUSTOMER’S COMPLIANCE PROGRAMS.

5.5 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO USE FREE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY MEDDICC. BETA PRODUCTS MAY NOT BE GENERALLY AVAILABLE, ARE PROVIDED STRICTLY “AS IS,” AND SHALL NOT BE SUBJECT TO ANY REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS OR SUPPORT OBLIGATIONS, AND UNLESS PROHIBITED BY LAW, MEDDICC WILL HAVE NO LIABILITY RELATED TO SUCH BETA PRODUCTS IN EXCESS OF $1,000.00. CUSTOMER OR MEDDICC MAY TERMINATE CUSTOMER’S ACCESS TO BETA PRODUCTS AT ANY TIME FOR ANY OR NO REASON.

6. Indemnification
6.1 Indemnification by MEDDICC. MEDDICC will defend Customer against any claims, actions, demands or proceedings (“Claim”) made or brought against Customer by an unaffiliated third party alleging that the use of the Services as permitted hereunder infringes or misappropriates any third party copyright, trademark, US patent, or trade secret, and will indemnify Customer for any damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction against Customer, or agreed upon in settlement by MEDDICC, in connection with any such Claim.  Notwithstanding the foregoing, MEDDICC shall have no obligation or liability for any Claim of infringement or misappropriation to the extent that it arises out of or relates to: (a) Third-Party Services, any information or data provided to MEDDICC by or on behalf of the Customer in connection with the Services, or Customer designs, guidelines or specifications; (b) modifications made other than by MEDDICC; (c) combination of the Services with a non-MEDDICC application, product, data or business process, where the Services would not be infringing alone; (d) continued use of the Services after Customer has been notified of modifications or substitutes, to the extent use of such modifications or substitutes would have prevented the Claim; or (e) use of the Services in a manner not strictly in accordance with this Agreement and all related Documentation (clauses (a) through (e), “Excluded Claims”). If the use of the Services by Customer has become, or in MEDDICC’s opinion is likely to become, the subject of any Claim of infringement, MEDDICC may at its sole option and expense: (i) procure for Customer the right to continue using and receiving the Services as set forth hereunder; (ii) replace or modify the Services to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not commercially practicable, terminate this Agreement solely with respect to the infringing portion of the Services and provide a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s). This Section states MEDDICC’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any Claim of any nature related to infringement or misappropriation of Intellectual Property Rights.

6.2 Indemnification by Customer. Customer will defend MEDDICC and its officers, directors, employees and agents against any Claim made or brought against MEDDICC by a third party relating to the Excluded Claims or Customer’s breach of Section 2 “Services and Responsibilities”, and Customer will indemnify MEDDICC and its officers, directors, employees and agents for any damages finally awarded against MEDDICC (or any settlement approved by Customer) in connection with any such Claim.

6.3 Indemnification Procedures. The party entitled to seek coverage pursuant to this Section 6 (the “Indemnified Party”) shall: (a) promptly notify the other party obligated to provide such indemnification (the “Indemnifying Party”) in writing of any such claim; (b) give sole control of the defense and settlement of any such claim to the Indemnifying Party (provided that Indemnifying Party may not settle any claim in a manner that adversely affects Indemnified Party’s rights, imposes any obligation or liability on the Indemnified Party or admits liability or wrongdoing on the part of Indemnified Party, in each case, without Indemnified Party’s prior written consent); and (c) provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. The Indemnified Party may join in defense with counsel of its choice at its own expense.

7. Limitation of Liability
EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR CUSTOMER’S BREACH OF SECTION 2 “SERVICES AND RESPONSIBILITIES” OR SECTION 3 “FEES,” IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (A) ANY LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE; OR (B) ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNTS PAID OR PAYABLE TO MEDDICC UNDER THE ORDER FORM GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE).

8. Termination

8.1 Term. The Term of this Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Except as set forth in an applicable Order Form, the subscription term of such Order Form will automatically renew for successive renewal terms equal to the length of the subscription term on the initial Order Form (“Renewal Term”), unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 Right of Cancellation of a Consumer. If Customer is a consumer (as defined under section 2 of the Consumer Rights Act 2015) and purchased the Services online or over the telephone, Customer has a legal right to change their mind about their purchase within 14 days of their purchase and to receive a refund of the fees paid by Customer, except where Customer has started to download, stream or otherwise use Services. To exercise this right, Customer must notify MEDDICC that Customer wishes to cancel their purchase no later than 14 days after entering into this Agreement, provided that Customer has not started to download, stream or otherwise use the Services.

8.3 Termination. Each party may terminate this Agreement or an applicable Order Form upon written notice to the other party in the event: (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to cure such breach within thirty (30) days after receipt of notice of such breach; or (b) subject to Applicable Law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if such party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

8.4 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Restrictions and terms and conditions relating to confidential information and proprietary rights, disclaimers, indemnification, limitations of liability, termination and the general provisions below.

9. General

9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Services. Customer may not export, re-export or otherwise access the Services in violation of Applicable Law, including access or use in any embargoed country or other jurisdiction where such access or use is prohibited. Each party represents that it is not named on any U.S. government denied-party list.

9.2 Publicity. Customer agrees that MEDDICC may refer to Customer’s name and trademarks in MEDDICC’s marketing materials and website; however, MEDDICC will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

9.3 Assignment. Neither party may, without the prior written consent of the other, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

9.4 Relationship. The parties are independent contractors, and nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner outside the scope of this Agreement.

9.5 Third-Party Beneficiaries.  By accessing the Services, Customer expressly agrees that MEDDICC shall have the benefit of and right to enforce this Agreement against Customer, irrespective of Customer’s agreements with any authorized reseller. Except for MEDDICC’s own benefit, nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce or modify any term of this Agreement.

9.6 Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this Section, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

9.7 Governing Law; Compliance. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party will comply with all Applicable Law.

9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. MEDDICC may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://meddicc.com/contact. Notices regarding the Services in general may be given by electronic mail to Customer’s email address on record with MEDDICC.

9.9 Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning its subject matter and is intended to be the final expression of their Agreement, and supersedes and extinguishes all prior and contemporaneous agreements, promises, proposals, assurances, warranties, representations and understandings between them, whether written or oral. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

9.10 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

9.11 Variation. MEDDICC may modify these Terms of Service from time to time and will provide you with reasonable advance notice of such modifications. If you continue to use the Services after the modifications to the Terms of Service take effect, you agree to be bound by the modified Terms of Service. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by MEDDICC after the date hereof.

9.12 Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure is due to a labor dispute, fire, earthquake, flood, cyber-attack, war, or any other event beyond the reasonable control of a party, provided that such party promptly notifies the other party thereof and uses commercially reasonable efforts to resume performance as soon as possible. The time for performance of such obligations shall be extended accordingly.

9.13 Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any MEDDICC employee or agent in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer will promptly notify MEDDICC.

9.14 Interpretation. For purposes hereof, “including” or “such as” means “including without limitation”.

Data Processing Agreement 

BACKGROUND
The Customer and MEDDICC entered into Terms of Service (TOS) that may require MEDDICC to process Personal Data on behalf of the Customer.

This Personal Data Processing Agreement (DPA) sets out the additional terms, requirements and conditions on which MEDDICC will process Personal Data when providing Services under the TOS (‘the Services’). This DPA contains the mandatory clauses required by Article 28(3) of UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679)).

AGREED TERMS
This DPA is incorporated into the TOS, in the event of conflict between the two, the provisions of the DPA shall prevail. Defined terms in this DPA unless indicated otherwise, shall have the same meaning as in Data Protection Legislation. Data Protection Legislation shall mean “all applicable data protection and privacy legislation in force from time to time including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data”.
 
MEDDICC and the Customer acknowledge that for the purposes of the Data Protection Legislation, in so far as the processing of Personal Data through MEDDICC’s performance of the Services is concerned (the ‘Customer Data’) the Customer is the Controller and MEDDICC is the Processor.  Further details regarding Customer Data are outlined in Schedule 1.  
 
MEDDICC and the Customer will comply with the requirements of Data Protection Legislation.
 
The Customer retains control of the Customer Data and remains responsible for its compliance obligations under Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to MEDDICC. The Customer shall ensure that all individuals who provide written instructions are authorised to do so.  
 
MEDDICC shall, in relation to the Customer Data:
 
(a) process the Customer Data only on written instructions of the Customer.  The scope, nature purpose and duration of the processing and the Customer Data categories and Data Subject types are described in Schedule 1;
(b) keep the Customer Data confidential;
(c) comply with the Customer's reasonable instructions with respect to processing the Customer Data;
(d) not transfer the Customer l Data outside of the UK unless, in accordance with the Data Protection Legislation, MEDDICC ensures that:

(i) the transfer is to a country approved as providing an adequate level of protection for the Personal Data; or
(ii) there are appropriate safeguards in place for the transfer of the Personal Data; or
(iii) binding corporate rules are in place; or
(iv) one of the derogations for specific situations applies to the transfer.  

(e)    assist the Customer at the Customer's cost in responding to any data subject access requests and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(f)    notify the Customer without undue delay on becoming aware of a Personal Data Breach or communication which relates to the Client's or MEDDICC's compliance with the Data Protection Legislation;
(g)    at the written request of the Customer, delete or return the Customer Data (and any copies of the same) to the Customer on termination of the TOS unless required by the Data Protection Legislation to store the Customer Data;
(h)    maintain complete and accurate records and information to demonstrate compliance with this Clause 7 and allow for audits by the Customer or the Client's designated auditor; and
(i)     inform Customer if, in its opinion, an instruction infringes Data Protection Legislation.
 
MEDDICC shall ensure that they have in place appropriate technical or organisational measures, to protect against unauthorised or unlawful processing of the Customer Data and against accidental loss or destruction of, or damage to, the Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
 
The Customer acknowledges and consents generally to the appointment by MEDDICC of third parties as sub-processors of the Customer Data being processed under this DPA. A current list of the sub-processors that MEDDICC has appointed can be found here.
 
MEDDICC confirms that a) it shall impose on all sub-processors the same data protection obligations as set out in this DPA and shall remain liable for the actions of its sub-processors.  
 
MEDDICC shall give the Customer notice of the appointment of any new sub-processors and provide the Customer with full details of the processing to be undertaken by the sub-processor, thereby giving the Customer the opportunity to object to such appointment. If MEDDICC so notifies the Customer  of any changes to sub-processors and the Customer objects to such changes, the Customer will be entitled to terminate this DPA (without liability for either party, and such termination will be deemed to be a no-fault termination) provided always that the Customer has reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause the Customer to be in breach of the Data Protection Legislation.
 
The Customer agrees to indemnify, keep indemnified and defend at its own expense MEDDICC against all costs, claims, damages or expenses incurred by MEDDICC or for which MEDDIC may become liable due to any failure by the Customer or its employees, subcontractors or agents to comply with any of its obligations under this DPA and/or the Data Protection Legislation, in particular any failure by the Customer to comply with the provisions of Clause 6.
 
Any limitation of liability set forth in the TOS will not apply to this DPA's indemnity or reimbursement obligations. The total aggregate liability of whatever nature, whether in TOS, tort or otherwise, of MEDDICC for any losses whatsoever and howsoever caused arising from or in any way connected with the DPA shall be limited to the total value of the fees actually received by MEDDICC in the 12 months preceding this claim under the TOS between the Parties to which this DPA relates. Notwithstanding the foregoing, nothing in this DPA limits either party’s liability which can not be legally limited, including (but not limited to) liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.  
 
SCHEDULE 1
INSTRUCTIONS REGARDING PROCESSING, CUSTOMER DATA AND DATA SUBJECTS

SCOPE, NATURE AND PURPOSE OF THE PROCESSING
MEDDICC shall be processing the Customer Data, received from the Customer, for the purpose of providing Services to the Customer under the TOS.  
 
DURATION OF THE PROCESSING
The duration of the TOS.
 
TYPES OF PERSONAL DATA
First name, last name, employer, account information, job title.  
 
CATEGORIES OF DATA SUBJECT
Representatives, employees, staff of the Customer.