“Agreement” or “Customer Terms of Service” means these Master Terms and all materials referred or linked to herein.
‘Affiliate’ refers to any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means any information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) or its Representatives (as defined below) that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of a party or any of its subsidiaries or affiliates (but not information that is publicly known through no fault of the Receiving Party). Information shall not constitute Confidential Information for the purposes of this Agreement to the extent that the information (a) is or becomes publicly available through no fault of the Receiving Party; (b) is already in the Receiving Party’s lawful possession prior to the Disclosing Party’s disclosure; (c) is received by the Receiving Party from a third party without any restriction and without breach of any confidentiality obligation, or (d) is developed independently without assistance of the Disclosing Party and without the use of any information disclosed by the Disclosing Party. To implement exchanges of Confidential Information according to this Agreement, from time to time, either party may be the Disclosing Party and the other party shall be the Receiving Party.
“Contact” means a single individual (other than a User) whose Contact Information is stored by you in the Client Portal/”M25 Move Management Portal”.
“Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Client Portal/”M25 Move Management Portal” or uploaded by you to the Client Portal/”M25 Move Management Portal”.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
‘Customer’ refers to an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Customer Data” means all information that you submit or collect or upload via the Client Portal/”M25 Move Management Portal”. Customer Data does not include M25 Group Content.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Client Portal/”M25 Move Management Portal”.
“Email Send Limit” means the number of emails that you may send in any given calendar month, as detailed in the Services Specific Terms.
‘Fees Means the Subscription Fees and the Additional Charges (if applicable) as such amounts are more particularly detailed in the Sales Order Form.
“Free Services” means the Client Portal/”M25 Move Management Portal” or other products or features made available by us to you on an unpaid trial or free basis.
“Intellectual Property Rights” means all intellectual property rights in any part of the world, including patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress, goodwill rights or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will exist now or in the future.
“M25 Group Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, reports, and tags or any other written material that we incorporate into the Client Portal/”M25 Move Management Portal” or Consulting Services, including Enrichment Data (as defined in the Services Specific Terms).
“Order” or “Order Form” means the M25 Group-approved form or online subscription process by which you agree to subscribe to the Client Portal/”M25 Move Management Portal” and purchase Consulting Services.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws as defined in the DPA.
“Product and Services Catalogue” means M25 Group’s Product and Services Catalogue.
‘Professional Services’. Upon Your request, We may provide Professional Services, subject to these terms and conditions.
“Services Specific Terms” means the additional service-related terms that apply to your use of M25 Group service, our consulting services and Third-party Services. These terms form part of the Agreement and can be found at http://legal.M25 Group.com/product-specific-terms.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers such as National Insurance Numbers NIN, passport numbers, or driving licence details, biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
“Subscription Fee” means the amount you pay for the Client Portal/”M25 Move Management Portal”. Including the related services we provide.
“Client Portal/”M25 Move Management Portal” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://M25 Group.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Client Portal/”M25 Move Management Portal”, as specified on your Order Form(s) and each subsequent renewal term (if applicable). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Third-Party Services” means non-embedded professional services provided by third parties that interoperate with or are used in connection with the Client Portal/”M25 Move Management Portal”. These products and services include non-M25 Group apps available from, for example, our marketplaces, directories, and links made available through the Client Portal/”M25 Move Management Portal” and non-M25 Group services listed on services.M25 Group.co.uk
“Third-Party Sites” means third-party websites linked to from within the Client Portal/”M25 Move Management Portal”, including Communications Services.
“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your M25 Group accounts. Still, this amount excludes fees for renewals, Consulting Services and applicable taxes.
“Users” means, in the case of an individual accepting these terms on their behalf. Such an individual, or in the case of an individual accepting this agreement on behalf of a company or other legal entity, individual who Customer authorises to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by Client Portal/”M25 Move Management Portal” without charge, your employees, representatives, consultants, contractors or agents who are authorised to use the Client Portal/”M25 Move Management Portal” for your benefit and have unique user identifications and passwords for the Client Portal/”M25 Move Management Portal”.
“M25 Group”, “we”, “us”, or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
“You”, “your” or “Customer” means the person or entity using the Client Portal/”M25 Move Management Portal” or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.