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Gallagher Cloud Services - General Terms

Last Updated: 16 December 2024
 
1 Your Agreement

1.1 Overview: These Cloud Services - General Terms (“General Terms”) apply to your access and use of the Cloud Services provided by Gallagher Group Limited (“Gallagher”), a company based in New Zealand. Use of the Command Centre software is subject to Gallagher’s Software License and Maintenance Terms and Conditions which apply alongside these Cloud Services Terms.

1.2 Your Access to Cloud Services: You can access and use Cloud Services by purchasing a subscription to a Service. Gallagher may also offer a free trial to use a Service, or a free version of a Service, at its discretion.

1.3 Your Agreement with Gallagher: The General Terms and the specific Service Terms, if any, together form the binding ‘Agreement’ between you and Gallagher. By purchasing a subscription to a Service, or using any of Cloud Services, you agree to this Agreement.

1.4 Authorised Users: You confirm that each Authorised User is authorised to use Cloud Services on your behalf.

1.5 Channel Partners: If you subscribe to Cloud Services through a Channel Partner instead of directly from Gallagher, the terms and conditions set by the Channel Partner will apply alongside your Agreement. You acknowledge that Gallagher Channel Partners are not Gallagher’s agents, but rather are independent third party contractors. To the maximum extent permitted by law, Gallagher is not responsible for any issues or liabilities related to your arrangements with a Channel Partner.

1.6 Inconsistency: To the extent that there is any inconsistency between the Service Terms and these General Terms, the Service Terms will take priority. 

1.7 No other terms apply: The Agreement is the only set of terms that apply to your access and use of Gallagher’s Cloud Services. Any other terms are not applicable. 

1.8 Updates to the Terms: Gallagher may update these General Terms and any Service Terms from time to time by updating them on Gallagher’s website and sending you a notification about the changes.  

1.9 Continuous Agreement: If you or any Authorised User do not agree to the terms and conditions of the Agreement at any time (including any updates as per clause 1.8), you and your Authorised Users must stop accessing and using the Cloud Services, and you may terminate your Agreement under clause 5.1a.

2 Your subscription to Cloud Services

2.1 Your Subscription: When you enter into an Agreement, Gallagher will enable the Service(s) that you have subscribed to, on the parameters agreed with your Channel Partner. You can only use the Service during the Term and within the specified Territory. 

2.2 Care Plan: To purchase a subscription to a Service, you must have a current Care Plan in place and you must maintain a Care Plan for the duration of the subscription. You must also be using a supported version of the software. 

2.3 Subscription term: Unless otherwise agreed with you, the term of your subscription to a Service will align with your annual Care Plan period (“Initial Term”). 

2.4 Renewal: Following the Initial Term, you may renew your subscription by contacting your Channel Partner for an offer to renew your subscription. If you proceed with renewing your subscription, the term of your Agreement will be extended for another year (‘Extended Term’) at the applicable Subscription Fee (under clause 2.6). We will remind you in advance of your subscription needing to be renewed. 

2.5 Payment of Subscription Fees: You must pay the agreed Subscription Fee, without any setoffs or deductions, to your Channel Partner, or as otherwise agreed. 

2.6 Changes to Subscription Fees: Gallagher may change the applicable Subscription Fees from time to time by notifying Gallagher Channel Partners. The updated Subscription Fee will only apply to you if and when your subscription renews. 

2.7 Monitoring your use: Gallagher may monitor and log your use of Cloud Services. If the use of any Service materially exceeds Normal Use, then Gallagher may consider that your usage is Excessive Use.

2.8 Excessive Use: If the level of your use of Cloud Services reaches Excessive Use levels, Gallagher may notify you in writing and request that you stop or alter your usage to meet the Normal Use levels. If your excessive use continues for more than 14 days after Gallagher’s notice, Gallagher may (at Gallagher’s discretion, acting reasonably) charge you additional Subscription Fees at the applicable rates, suspend, modify, or restrict your access to the Service, or terminate your subscription to the Service.

3 Use of the Cloud Services

3.1 Use by Authorised Users: You must only access and use the Services you have subscribed to, in accordance with your Agreement and the law. You must keep the information of your Authorised Users accurate and up to date (including any contact information).

3.2 Responsibility: You are solely responsible and liable for actions of your Authorised User(s). 

3.3 Protection of accounts: You must keep your account information secure and confidential and notify Gallagher immediately if you or your Authorised Users become aware of any unauthorised access to or use of your Cloud Services.

3.4 Suspension: Gallagher may revoke or suspend access to an account if it considers it is being misused or has been compromised, or it is reasonably necessary to protect the security and integrity of Cloud Services

4 Our Cloud Services

4.1 Services: Gallagher will provide you with the Service(s) that you have subscribed to in accordance with this Agreement.

4.2 Updates to existing Services: Gallagher may update Cloud Services with upgrades, patches, bug fixes, or other maintenance. If Gallagher makes significant changes to Cloud Services, it will give you reasonable notice. If such changes negatively impact your use of the Cloud Services, whether due to decreased functionality or otherwise, and you do not want to continue your subscription to a Service that will undergo such material changes, you can terminate your subscription to that Service or your Agreement under clause 5.1a. 

4.3 Upgrades, enhancements, and new Services: Gallagher may offer you upgrades, enhancements, and new Services or other options relating to Cloud Services from time to time. Additional Subscription Fees may apply if you choose to subscribe to these Services. 

4.4 Availability: While Gallagher endeavours to make Cloud Services available on an uninterrupted and error-free basis, Gallagher does not warrant that the services will be available at all times or operate without error. Gallagher will try to give you advance notice of any scheduled maintenance, except in emergencies or urgent situations.

4.5 Service Levels: Gallagher will use reasonable endeavours to meet the applicable Service Levels set out in the Service Level Availability terms. Your sole remedy arising from or in connection with Gallagher’s failure to meet the Service Levels is to terminate your subscription to the relevant Service.

4.6 No other warranties: To the maximum extent allowed by law (a) Gallagher does not provide any warranties or make any representations regarding Cloud Services or your use of any Service, except for those explicitly stated in your Agreement; (b) Gallagher excludes any and all warranties that might otherwise be implied into the Agreement, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Gallagher does not warrant that the functions contained in the Cloud Services will meet your business requirements or that the operation of the Cloud Services will be uninterrupted or error free. However, nothing in your Agreement is meant to limit the minimum statutory guarantees that apply to Cloud Services under the law to the extent these are not permitted by law to be excluded or limited.

4.7 Suspension: Gallagher may occasionally suspend access to Cloud Services for any reason, without affecting your obligation to pay the Subscription Fees. This could be to perform maintenance, updates, or upgrades, due to issues with third parties, to manage security risks, if Gallagher suspects you are breaching the Agreement (including not paying), during any Force Majeure Event, or if Gallagher believe it is legally required to do so.

4.8 Scheduled maintenance: Gallagher will use reasonable endeavours to give you prior notice of any suspension of Cloud Services for scheduled maintenance, but may otherwise suspend access under clause 4.7 (Suspension) without notice.

4.9 Restrictions on use: You must only access and use the Service for your internal business purposes, and you must not:

  1. reverse engineer, alter, modify, or reproduce Cloud Services or its functionalities;
  2. let anyone other than your Authorised Users use the User Accounts to access Cloud Services; 
  3. leave computer devices unattended when connected to Cloud Services;
  4. gain access to Cloud Services or functionalities which you have not subscribed to;
  5. access the password, account details, credentials, or other security information of any other user, or take any action that may affect the security of someone else's user account;
  6. disrupt or interfere with Cloud Services or any related equipment; 
  7. try to bypass any security measures Gallagher has in place to protect Cloud Services;\
  8. upload, transmit, distribute, or run any harmful computer code in connection with Cloud Services;
  9. attach or connect any unauthorised software or equipment to Cloud Services; or
  10. use Cloud Services in a manner that breaches your Agreement, contravenes the law, or causes Gallagher to contravene the law.

4.10 Experience Improvement Program: Gallagher operates a customer experience improvement program (‘CEIP’) that allows Gallagher to access product usage data and statistics which Gallagher can use to improve the performance and usability of Cloud Services and increase value for Gallagher’s customers. Details of the CEIP and its privacy statement can be found here.

4.11 Usage data: In addition to collecting CEIP information, Cloud Services may use data analytics functionality that automatically collects and tracks your use of certain services. The type of data collected includes, but is not limited to, the number of users and the types of features used. Gallagher uses this data for product development, quality control purposes and to monitor the performance of its products and services.

5 Termination

5.1 Termination by you: You may terminate your subscription to any Service(s) or the Agreement:

  1. by giving Gallagher 30 days’ prior written notice effective at the expiry of the Initial Term or then current Extended Term; 
  2. by giving Gallagher prior written notice if Gallagher has made a material change to the Service(s) you subscribed under clause 4.2 (Updates to existing Services) and you do not agree to that change; with termination effective at the date that such material change would have taken effect; 
  3. by giving Gallagher prior written notice if Gallagher breaches any of its obligations under the Agreement, and, if capable of remedy, Gallagher does not remedy that breach within 30 days of receiving written notice from you; or
  4. as otherwise set out in your Agreement.

5.2 Termination by Gallagher: Gallagher may terminate your Subscription to any Service(s) or the Agreement:

  1. by giving you at least 30 days’ prior written notice effective at the expiry of the Initial Term or then current Extended Term;
  2. immediately on notice to you if you commit any material breach of the Agreement which is incapable of remedy;
  3. by giving written notice to you if you breach any of your obligations under the Agreement and, if capable of remedy, you do not remedy that breach within 30 days of receiving written notice from us;
  4. immediately on notice to you if payment of the Subscription Fee is overdue, is reversed, or fails to clear (but in such cases Gallagher will use reasonable endeavours to contact you to seek further payment); or
  5. as otherwise set out in your Agreement.

5.3 Effect of termination: If your subscription expires or is terminated for any reason, Gallagher will disable your access to the relevant Service(s) on the effective date of expiration or termination. You will no longer have access to the Service(s). However, Gallagher may keep your User Accounts open for 3 months after disabling access, so if you decide to re-subscribe, the then-current Subscription Fee will apply, and you can continue accessing your existing data. After 3 months, your User Accounts and any associated Customer Data will be permanently deleted.

5.4 Failure to pay: If you are paying Gallagher for the Services directly and you do not pay your Subscription Fee in full and on time, Gallagher may charge late payment interest on the outstanding amount at a rate equal to the prevailing Gallagher overdraft rate of interest plus six (6) per cent p.a. from the due date until it is paid in full. Additionally, Gallagher may recover from you all costs incurred in connection with the late payment, including any costs related to referring the matter to an external debt collection agency.

5.5 Sales Tax: Unless otherwise agreed in writing, the Subscription Fee does not include any sales tax, value added tax, consumption tax, or goods and services tax in any jurisdiction. If applicable, you will need to pay these taxes at the rate in effect at the time of supply.

5.6 Withholdings: If the law requires you to make any deduction or withholding from a payment to Gallagher under your Agreement, Gallagher will increase the amount charged to you so that, after the deduction or withholding, Gallagher receives the same amount it would have gotten if no deduction or withholding was needed.

6 Intellectual property rights

6.1 Ownership: As between you and Gallagher, all Gallagher IPR will remain in the ownership of, or will vest in (upon its creation), Gallagher, and you will own all Customer IPR.

6.2 Licence by you: You hereby grant Gallagher a non-exclusive, royalty-free licence of the Customer IPR to make Cloud Services available to you and make improvements, updates, or modifications to Cloud Services.

6.3 IPR Restrictions: You may only use Gallagher IPR to the extent reasonably required to access and use the Cloud Services as contemplated by the Agreement. You must not reverse engineer, copy, or modify Gallagher IPR. You also must not tamper with any Gallagher identification related to Gallagher IPR, make Gallagher IPR available to any third party unless allowed by your Agreement, or do anything that could invalidate or conflict with Gallagher’s rights or ownership of Gallagher IPR.

6.4 Further assurances: If any right, title, or interest in any IPR is acquired by or otherwise vests in a party contrary to clause 6.1, that party hereby assigns to the other party (or agrees to assign, where not capable of a present assignment of future rights) all of its right, title, and interest in any and all of that IPR, and will execute any documents and do or procure any acts which may reasonably be required to give effect to such assignment upon the reasonable request of the other party.

7 Limitation of Liability

7.1 Exclusions: Without prejudice to clause 7.2 (Limitation of liability) and to the maximum extent permitted by law, Gallagher will not be liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise, under or in connection with the Agreement and/or your use of Cloud Services, for any of the following:

  1. loss or damage arising from failure of equipment used by you to access or use Cloud Services;
  2. loss or damage caused by any other technologically harmful acts or material that may affect your access to or use of Cloud Services;
  3. loss of anticipated savings, opportunity, business, revenue, profit, goodwill, or reputation or loss or corruption of data (in each case, whether direct or indirect);
  4. indirect, special, or consequential loss or damage regardless of how such loss or damage is caused; and/or
  5. loss or damage arising as a result of any third party bringing a proceeding, demand, action, or other claim in respect of any of the above.

7.2 Limitation of liability: Without limiting clause 7.1 (Exclusions) and to the maximum extent permitted by law, Gallagher’s aggregate liability to you due to, under and/or arising out of or in connection with your Agreement and/or your access to or use of Cloud Services in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any and all claims, will not exceed the lesser of the Subscription Fee actually paid by you in the 12 months prior to the date on which the event or circumstance giving rise to Gallagher’s liability occurs, or $10,000.

7.3 When exclusions and limitations do not apply: Nothing in your Agreement in any way excludes or limits either party’s obligation to indemnify the other under clause 8 (Indemnity); and/or a party’s liability for; fraud or actionable misrepresentation, and/or any matter for which it would be illegal to exclude or attempt to exclude that party’s liability.

8 Indemnity

8.1 Indemnity from you: You must indemnify Gallagher for any Losses Gallagher suffers due to Claims against Gallagher that arise from your negligent actions, intentional wrongdoing, or breach of the Agreement. This also includes Claims that the use of Customer IPR in Cloud Services under your Agreement or as directed by you, infringes on someone else's IPR or contractual rights, and Claims by anyone other than you that you grant access to Cloud Services. However, this indemnity does not apply if the Losses are directly due to Gallagher’s breach of the Agreement.

8.2 Indemnity from us: Gallagher will indemnify you for any costs or damages awarded by a court of competent jurisdiction against you from a Third Party IPR Claim (except to the extent that such Claim is related to the incorporation of the Customer IPR in Cloud Services in accordance with your Subscription Agreement, or otherwise as directed or provided by you), provided that you:

  1. notify Gallagher of the Third Party IPR Claim in writing as soon as reasonably practicable; 
  2. not make any admission of liability, agreement, or compromise in relation to the Third Party IPR Claim without Gallagher’s prior written approval; 
  3. take all reasonable steps to assist Gallagher in respect of the Third Party IPR Claim; and
  4. use reasonable endeavours to mitigate your Losses in connection with the Third Party IPR Claim; and
  5. allow Gallagher to take over the defence or settlement of the Third Party IPR Claim, at Gallagher’s sole discretion and cost, and Gallagher will reasonably consult with you to the extent reasonably necessary for you to protect your reputation or interests. 

9 Confidentiality

9.1 Obligation of confidentiality: Subject to clause 9.3 (Exclusions), each party must keep secret and not disclose to any other person, except as permitted by the Agreement, the Confidential Information of, or relating to, the other party.

9.2 Disclosure to Permitted Persons: A party may disclose the other party’s Confidential Information to its legal and professional advisors for the purposes of obtaining advice, and its subcontractors, if such subcontractors need to know the Confidential Information for the purposes of carrying out the obligations which are subcontracted to them.

9.3 Exclusions: The obligations under clause 9.1 (Obligation of confidentiality) do not apply to any Confidential Information to the extent it is already public (unless it became public as a breach of clause 9.1) or is obtained independently, or that must be disclosed under clause 9.4 (Permitted disclosures) below.

9.4 Permitted disclosures: If a party is required by law to disclose the other party's Confidential Information, it may do so. Unless the law prevents it, the disclosing party must make all reasonable efforts to give prior notice to the other party about the requirement and the nature of the information to be disclosed.

9.5 Return or destruction of Confidential Information: On the request of a party, the other party must, to the extent reasonably practicable, return, destroy or delete any material containing the other party’s Confidential Information in its possession, power, or control, except to the extent such Confidential Information is required to be retained to comply with the law. 

9.6 Publicity: Gallagher may identify you as a customer of Cloud Services in its advertising and publicity activities unless you notify Gallagher in writing otherwise.

10 Privacy and data protection

10.1 Privacy policy: Gallagher will collect, use and disclose personal information in connection with the use of Cloud Services in accordance with its Privacy Policy.

10.2 Our use of Customer Data: By subscribing to or using Cloud Services, you instruct Gallagher to Process Customer Data and Customer Personal Data, for the following purposes:

  1. providing you with Cloud Services;
  2. preventing and/or addressing service, support, or technical problems;
  3. undertaking maintenance, support, upgrades, and revisions of Cloud Services; 
  4. detecting, investigating, and protecting against security incidents, and fraudulent, malicious, and illegal activity in connection with Cloud Services;
  5. producing analytics, statistics, and reports regarding access to and the use of Cloud Services, including to understand how they are being used and performing, for maintenance and quality assurance purposes, and to improve and develop new services;
  6. exercising Gallagher’s rights, and complying with Gallagher’s obligations, under your Agreement; 
  7. transferring such data to Gallagher’s sub-processors (under clause 10.4 (Sub-processors)); and
  8. to the extent required and/or permitted to do so in accordance with the law.

10.3 Security of Customer Data: When Processing Customer Data, Gallagher will implement and maintain appropriate and reasonable technical and organisational measures for the protection of the security, confidentiality, and integrity of the Customer Data (including the Customer Personal Data) in accordance with Gallagher’s Data Processing Addendum.

10.4 Sub-processors: Gallagher may engage sub-processors to Process Customer Personal Data and Gallagher will endeavour to impose obligations on the sub-processor which are consistent with the obligations imposed on Gallagher in this clause 10.

10.5 Data Breaches: Gallagher will notify you without undue delay after becoming aware of a Data Breach.

10.6 Requests and assistance: Gallagher will notify you if it receives any Individual Request or any other request from a regulator or government agency relating to Customer Personal Data and, at your request and cost, assist you to the extent reasonably practicable, in responding to any such requests. 

10.7 Your obligations: You must have all necessary notices, permissions, and consents to allow Gallagher to Process the Customer Personal Data and comply with all Data Protection Laws in doing so. You must notify Gallagher promptly if you become aware of any breach of Data Protection Laws related to the Customer Personal Data, or any Individual Request, complaint, request, or issue that could harm Gallagher’s reputation due to Gallagher’s Processing of the Customer Personal Data, even if such use complies with Data Protection Laws.

11 Notices

11.1 How Gallagher may give notice: Any notice Gallagher needs to give you under your Agreement will be considered validly given if it is sent through the notification function of the relevant Cloud Service or by email to the email address provided for our licensing database.

11.2 How you may give notice: If you need to give Gallagher notice under your Agreement, you must send it by emailing Gallagher at legal@gallagher.com or by post to 181 Kahikatea Drive, Hamilton 3206, New Zealand to the attention of General Counsel, Gallagher Group Limited.

11.3 Timing of notices: Notices given under your Agreement will be considered to be received on the same Business Day if sent through the notification function of Cloud Services or if sent by email unless the sender is notified that the transmission was unsuccessful, or 7 days after posting, or 10 days after posting using international mail.

12 Dispute resolution

12.1 First-level resolution: If a Dispute arises, either party may by notice to the other party refer the Dispute to the other party with a view to resolving the Dispute by way of good faith negotiations.

12.2 Second-level escalation: If the Dispute cannot be resolved within 10 Business Days after notice given under clause 12.1, either party may by notice to the other party refer the Dispute to the chief executives (or similar, if any) of the parties to resolve the Dispute by way of good faith negotiations.

12.3 Arbitration: If the Dispute cannot be resolved within 20 Business Days after notice given under clause 12.2, either party may by notice to the other party refer the Dispute to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce, conducted in English and in Auckland, New Zealand by one arbitrator appointed in accordance with these arbitration rules, in which case, without limiting the ability to conduct the arbitration remotely through audio/visual link.

12.4 Urgent relief: Nothing in this clause 12 will prevent a party from commencing proceedings for the purposes of seeking urgent injunctive relief.

13 General

13.1 Entire agreement: Your Agreement, together with any other terms and conditions incorporated by reference in the Agreement, contain the entire agreement between you and Gallagher with respect to your access to and the use of Cloud Services.

13.2 No third party rights: Nothing in your Agreement is intended to confer a benefit upon any person other than you or Gallagher, whether under Part 2 of the Contract and Commercial Law Act 2017 or otherwise.

13.3 Relationship: Nothing in your Agreement, or arising out of the relationship established under your Agreement, will: constitute you as Gallagher’s agent or grant you any authority to make any commitments on Gallagher’s behalf or will create any trust, joint venture or commercial partnership between you and Gallagher.

13.4 No waiver: No exercise, or failure to exercise, or delay in exercising, any right or remedy by Gallagher will constitute a waiver by Gallagher of that or any other right or remedy available to Gallagher.

13.5 No assignment: You may not assign, charge, encumber, or otherwise deal with any rights and obligations under your Agreement or in respect of Cloud Services, or purport to do so.

13.6 Unenforceability: If any provision of your Agreement or its application to you, or to any circumstance, is or becomes invalid or unenforceable to any extent, the remainder of your Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

13.7 Rights cumulative: Gallagher’s rights under your Agreement are cumulative and are not exclusive of any other rights and remedies available to Gallagher.

13.8 Survival: Termination of your subscription to a Service or your Agreement will not affect the rights or liabilities accrued prior to termination or which otherwise relate to or may arise at any future time from any breach under the Agreement prior to such termination, or any terms intended expressly or by implication to survive termination, including clauses 1.5 (Channel Partners), 3.2 (Responsibility), 4.5 (Service Level remedies), 4.6 (No other warranties), 5.3 (Effect of termination), 5.4 (Failure to Pay), 6 (Intellectual Property Rights), 7 (Limitation of Liability), 8 (Indemnity), 9 (Confidentiality), 10 (Privacy), 11 (Notices), 12 (Dispute resolution) and 13 (General).

13.9 Governing law and jurisdiction: Your Agreement will be construed and take effect as a contract made in New Zealand and will be governed by New Zealand law. You submit to the non-exclusive jurisdiction of the Courts of New Zealand.

13.10 Definitions: Unless the context requires otherwise, in your Agreement:

‘Agreement’ means the General Terms and Service Terms, which together, form a binding agreement between you and Gallagher;

‘Authorised User’ means the persons designated to use the Service(s) on your behalf;

‘Business Day’ means between 9:00am and 5:00pm on a day, other than a Saturday or a Sunday, on which trading banks are generally open for over-the-counter business in Hamilton, New Zealand;

‘Care Plan’ means the ‘Gallagher Care Plan’ as may be updated from time to time and as detailed at https://security.gallagher.com/gallagher-care-plan.

‘Channel Partner’ means a Certified Gallagher Channel Partner that is authorised to resell Gallagher products and provide installation and support services.

‘Claim’ means any proceeding, demand, action or other claim;

‘Cloud Services’ means cloud services provided by Gallagher;

‘Confidential Information’ means all business, financial, and technical information, trade secrets, products, operations, processes, and unpublished information related to Gallagher or you. It includes the details of your Agreement (which is Gallagher’s Confidential Information), any other confidential information shared or obtained under your Agreement or Cloud Services, and the Customer Data (which is your Confidential Information);

‘Customer’ means you, the Gallagher customer;

‘Customer Data’ means all data inputted or created by you and made available to Gallagher via your User Account(s) and your usage of Cloud Services;

‘Customer IPR’ means all IPR in the Customer Data;

‘Customer Personal Data’ means the Customers’ information about, or relating to, an identified or identifiable individual (including as otherwise defined as ‘personal information’ or ‘personal data’ Data Protection Laws);

‘Data Breach’ means:
a unauthorised or accidental access to, disclosure, use, modification, destruction, loss or alteration of Customer Personal Data; and/or
b an unauthorised third party action that prevents you and/or Gallagher from accessing Customer Personal Data on either a temporary or permanent basis;

‘Data Protection Laws’ means laws relating to the privacy of individuals that are binding on Gallagher in relation to Gallagher’s Processing of Customer Data;

‘Dispute’ means any dispute or claim arising out of, relating to, or in connection with your Agreement (including any question regarding its existence, validity, or termination), or Cloud Services;

‘Excessive Use’ means the use of any Service by User Accounts that materially exceeds Normal Use;

‘Extended Term’ means the renewal term if requested by you following the Initial Term or previous Extended Terms;

‘Force Majeure Event’ means any event or circumstance outside of Gallagher’s reasonable control such as natural disasters (fire, flood, explosion, earthquake, storm), civil unrest, war, terrorism, chemical or biological contamination, actions by public authorities, government sanctions, strikes, labour disputes, pandemics, epidemics, or other widespread health issues;

‘Gallagher IPR’ means all of Gallagher’s IPR (or Gallagher’s licensors’ IPR) that existed before you entered into the Agreement and all Gallagher’s IPR developed subsequently that is not Customer IPR. It also includes all IPR in Cloud Services, any IPR created or arising from the Services, and any IPR in feedback you provide to Gallagher about Cloud Services;

‘General Terms’ means these General Terms and Conditions for use of the Gallagher Cloud Services;

‘Individual Request’ means a request from an individual to exercise any of their rights in connection with their Customer Personal Data under Data Protection Laws;

‘Initial Term’ means the initial term agreed between you and your Channel Partner or you and Gallagher;

‘IPR’ means all intellectual property rights throughout the world, including rights related to copyright, patents, trade marks, designs, trade secrets, and know-how (in each case, whether registered or unregistered), and any application or right to apply for registration of any of those rights;

‘Losses’ means any and all against all actions, proceedings, losses, liabilities, damages, claims, demands, costs, and expenses (including all legal costs and expenses on a solicitor and own client basis);

‘Normal Use’ means Gallagher’s reasonably estimated use patterns, or the normal usage patterns, of users of Cloud Services, for any given month during your subscription;

‘Process’ means to collect, hold, compile, arrange, develop, store, transmit, disclose, aggregate, anonymise, and otherwise use (and ‘Processing’ has the same meaning);

‘Service’ means an individual Cloud Service provided by Gallagher;

‘Service Levels’ means the service levels applicable to the Service you have subscribed to as set out in the Service Legal Agreement;

‘Service Terms’ means the terms and conditions applicable to each specific Service;

‘Subscription Fee(s)’ means the subscription fee agreed with your Channel Partner or Gallagher directly for the Service(s);

‘Term’ means the Initial Term and any Extended Term, which together form the Term;

‘Territory’ means the territory agreed with your Channel Partner or with Gallagher where you may use the Service(s);

‘Third Party IPR Claim’ means a third party Claim that the use of Cloud Services in accordance with your Agreement has infringed the IPR of that third party;

‘User Accounts’ means the Cloud Services User Accounts which may be required to be set up in order to access and use Cloud Services.