KONVE LTD - General Terms and Conditions
This document describes the General Terms and Conditions for KONVE Ltd, trading as “Konve IT”. It contains the following sections:
General Terms and Conditions
Schedule 1 – Data Processing Agreement
- Annex 1 to Schedule
- Annex 2 to Schedule 1
Schedule 2 – Service Appendices
- Service Appendix 1 – Microsoft Azure Subscriptions
- Service Appendix 2 – Microsoft Modern Work/365 Subscriptions
- Service Appendix 3 – Microsoft Modern Work/365 New Commerce Experience Subscriptions
- Service Appendix 4 – Professional Services
- Service Appendix 5 – Managed Services & Support
- Service Appendix 6 – Connectivity Services
- Service Appendix 7 – OneTime (Hardware and Other Software Licensing)
- Service Appendix 8 – All other Services
- Service Appendix 9 – Provide Platform
General Terms and Conditions
These General Terms and Conditions, the Schedules, the Service Agreement(s) and Service Appendices (together, the “Contract”) govern your access to and use of the Services (as defined below). These General Terms and Conditions are subject to change from time to time, and the latest version will be available on our website at konvegroup.com.
Definitions
The following definitions apply to these General Terms and Conditions:
| Term | Meaning |
|---|---|
| "Affiliate" | Means an entity that controls, is controlled by, or is under common control with a party. "Control" means direct or indirect ownership of more 50% of the voting interests of the subject entity. |
| "Billing Commencement Date" | Means the date on which the Services become chargeable, as set out in the relevant Service Appendix. |
| "Billing Frequency" | Means the invoice frequency of any Service (monthly, annually, etc.), as set out in the relevant Service Agreement and/or Service Appendix. |
| "Confidential Information" | Means the terms of the Contract and all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one party to the other party including information relating to such party’s know-how, trade secrets and business affairs, whether disclosed before or after the Contract is entered into. |
| "Content" | Means any information, files, data, or material uploaded by you including any text. |
| "Hardware" | Means any hardware provided by us to you as part of providing any Service. |
| "Initial Term" | Means the agreed minimum term for each Service as set out in the relevant Service Appendix. |
| "IPR" | Means all copyright and related rights, rights in computer software, design rights, trademarks, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights. |
| "Service Agreement" | Means the document addressed to you setting out the Service Fees and appending these General Terms and Conditions and one or more Service Appendix/Appendices. |
| "Service Appendix" | Means an appendix to the Service Agreement setting out the Services the Initial Term, and Service Levels, and any Special Terms. |
| "Service Fee" | Means the fee payable by you to us for the Services set out in the relevant Service Agreement, which is made up of the Subscription Fee and any relevant applicable Usage Fee. |
| "Service Levels" | Means the service levels setting out information about the expected performance of the Services, as set out in the Service Appendix. |
| "Services" | Means the Hardware and other products and services provided by us to you under the Contract, as detailed in the Service Appendix. |
| "Special Terms" | Means any changes to these General Terms and Conditions, if any, as set out in the Service Agreement or Statement of Work. |
| "Statement of Work" | Means the document addressed to you setting out an overview of the Services and Special Terms and appending these General Terms and Conditions. |
| "Subscription Fee" | Means the regular part of the Service Fee. |
| "Suppliers" | Means any third party we engage to provide the Services to you. |
| "Usage Fee" | Means the variable part of the Service Fee based on actual Usage during a specific period. |
| "we", "our" or "us" | Means KONVE LTD (Company Number: .....) trading as "Konve IT" whose registered office and trading address is at 7 Mells Crescent, SE9 4NF, London. |
| "you" or "your", "Customer" | Means the customer named in the Service Agreement. |
2. Our Obligations
2. 1 In accordance with the relevant Service Appendix, we agree to:
2.1.1 assist you in the set-up of the Services;
2.1.2 provide the Services to you, to the Service Levels where set out in the relevant Service Appendix; and
2.1.3 provide technical assistance and training (which may incur a reasonable additional charge depending on requirements) for the set-up and provision of the Services when reasonably requested to do so.
2.1.4 If the Services include any project work that is charged on a time and materials basis, we will use reasonable endeavours to meet agreed estimated dates for delivery and any associated estimated charges, subject to clause 3.5.