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(1)
The Customer wishes to engage Bluesource Information Limited (company number 04064193) (‘Bluesource’) to provide those Services and Goods set out in the accompanying Work Order and Service Schedule, and Bluesource has agreed to accept the engagement on the terms laid out in this General Terms and Conditions document.
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(2)
The engagement between the parties is bound by the terms of this General Terms and Conditions document, the Work Order, the Service Schedule, and the Privacy Notice, which all taken together form the contract between the parties (the ‘Agreement’).
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“Agreement”
this General Terms and Conditions document, together with the relevant Service Schedule and Work Order.
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“Business Day”
08:00 – 18:00 BST/GMT, as appropriate, on a day other than a Saturday, Sunday or a public or bank holiday in England and Wales or Scotland.
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“Customer”
the person, firm, partnership, or company purchasing Services from Bluesource under this Agreement.
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“Customer Equipment”
the technical equipment belonging to or to be provided by the Customer for use in the provision of Services, as detailed more fully in any applicable Agreement.
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“Confidential Information”
in relation to either Party, all confidential information disclosed to a Party or its employees, officers, representatives, or advisors by the other Party pursuant to or in connection with this Agreement (whethe
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“Consultancy”
professional service work provided by Bluesource to the Customer for a specific piece of work or project, which may or may not be related to the Services.
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“Data Processing Policy”
the Privacy Notice detailing Bluesource’s use of personal data under Data Protection Law, (available at https://www.bluesource.co.uk/about/privacy-and-governance/) and as updated from time to time.
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“Data Protection Law”
means applicable data protection and privacy legislation, regulations and guidance including Regulation (EU) 2016/679 (the "General Data Protection Regulation" or the "GDPR"), Data Protection Act 2018 (“DPA”), all legislation enacted in the UK in respect of the protection of personal data and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (all as amended, updated, or re-enacted from time to time).
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“Designated Contact”
an employee of the Customer nominated as a contact point for Bluesource.
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“Documents”
includes, but is not limited to, inventions, improvements, formulae, designs, programs, drawings, manuals, Source Codes, plans and any design documents prepared by Bluesource.
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“EULA”
end-user license agreement or software license agreement between the licensor and purchaser, establishing the purchaser's right to use the software.
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“Fees”
the price to be paid by the Customer to Bluesource for provision of Goods and/or Services as set out in the Agreement, as amended by the Parties in writing from time to time.
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“Goods”
products procured by Bluesource for the Customer, such as, and not limited to: software licenses, software maintenance, hardware, hardware maintenance.
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“Group”
the “holding” and “subsidiary” companies of the Parties as defined in Section 1159 of the Companies Act 2006.
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“Initial Term”
the first Term specified in a Work Order.
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“Intellectual Property”
this General Terms and Conditions document, together with the relevant Service Schedule and Work Order.
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“Losses”
any losses, actions, costs, liabilities, expenses (including reasonable legal expenses), demands, claims, and damages.
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“Orderporter”
the website portal Bluesource uses for customers to view and accept electronic quotations and place a Work Order with Bluesource.
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“Party”
a party to this Agreement and “Parties” shall be construed accordingly.
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“Premises”
the Customer’s premises as specified in the Agreement, or such other premises as may be agreed in writing from time to time between the Parties.
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“Proposal”
quotation document generated on Orderporter or issued by other means for Goods and/or Services from Bluesource.
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“Renewal Term”
an extension of the previous Term (whether Initial or Renewal) for one year unless otherwise agreed between the Parties.
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“Renewal Term Fee”
the price to be paid by the Customer to Bluesource for provision of Goods and/or Services under a Renewal Term, to be calculated (unless otherwise agreed by the Parties in advance) as one-year pro-rata to the Fees payable under the Initial Term, then accounting for any increase in price to costs or materials (since commencement of the Initial Term) that Bluesource must incur in order to provide the Services and/or Materials;
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“Services”
the services to be provided by Bluesource to the Customer as described in a Service Schedule and Work Order, and subject to the terms of this General Terms and Conditions document.
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“Service Schedule”
the specific schedule (available at https://www.bluesource.co.uk/about/privacy-and-governance/) relevant to the Services requested by the Customer.
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“SLA”
a service level agreement defined more fully in the Agreement, typically within the Service Schedule, outlining Bluesource’s commitment to the Customer on a particular aspect of the Service (for example, support response times or service availability).
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“Source Code”
computer software in eye-readable and other such form that it can be compiled or interpreted to produce equivalent computer software in object code, together with all technical information and documentation necessary for the use, reproduction, modification, and enhancement of such software.
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“Support Data”
all data, including all text, sound, video, image files, or software, that are provided to Bluesource by or on behalf of Customer under this Agreement or produced during the relationship between the Parties, such as and not limited to support tickets, project documentation, contracts, purchase orders, invoices, and emails.
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“Term”
the term of the Agreement or Service, as applicable according to the context.
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“Third-Party”
any individual, firm, partnership, or company who does not have a direct connection with the Customer or Bluesource, such as a software vendor.
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“Third-Party Product”
a product produced or marketed by a Third-Party.
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“UK Retail Price Index”
an unofficial inflation indicator published by the United Kingdom’s Office for National Statistics (ONS), which evaluates the difference in the monthly prices of specific retail goods and services to measure inflation.
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“Vital Third-Party Contract”
”a contractual relationship between Bluesource and a Third-Party which is necessary to the provision of Goods/Services to the Customer under the Agreement, and without which the ability for Bluesource to provide the Good/Services is significantly impeded.
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“Work Order”
the document detailing an order for Services and/or Goods agreed in writing by the Parties, including but not limited to: the Customer accepting a Proposal; issuing a purchase order to Bluesource; placing an order via an order form, email, or other means; or receiving a document labelled ‘work order’ from Bluesource.
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“Worker”
Bluesource employee, agent, authorised contractor, or sub-contractor, engaged in provisioning and delivering part or all a Service.
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1.2.1
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
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1.2.2
a clause or paragraph is a reference to a clause or paragraph within the document of reference.
