CNS Terms & Conditions
1.1 Community Network Services Ltd is a company registered in England No: 2084279 and we have our registered office located at 16 Palace Street, London SW1E 5JQ (the “Company” or “we” or “us”). Our main trading address is Western Docks, Southampton, SO15 1DA, VAT registration number 458998463.
1.2 This document (the “Standard Terms”) describes the requirements and obligations when you access or otherwise use the CNS System and benefit from the Services. Defined terms used in these Standard Terms are set out in clause 13 below. Please note that any services applicable to the relevant terminal will be set out in the Terminal Terms and Conditions for such terminal.
1.3 You agree to these Standard Terms and the relevant Service Description when you register, access or otherwise use the CNS System and benefit from the Services, and any apps or additional support services we provide (as applicable). You also acknowledge and agree that separate Terminal Terms and Conditions are and separate charges may be applicable to the services provided to you from such terminal.
1.4 In order to receive our Services, you will be asked to indicate or confirm the available Services you would like us to provide you. This may be through the CNS System or through separate dealings or correspondence between us. Please ensure that you are familiar with the Service Description in relation to such Services as it describes the detail of the Services and the charges and / or tariffs in relation to such Service.
1.5 When you indicate that you would like to receive one of our Services (for instance during the registration process for the CNS System), you will be informed as to whether the request or application has been accepted or rejected and whether a deposit (the sum of which is at our sole discretion) is required to secure your registration and subsequent access to and use of the CNS System. You acknowledge and agree that we reserve the right to reject your application at our sole discretion at the point of the registration and any point thereafter.
1.6 You acknowledge and agree that you are duly authorised to enter into this Agreement.
1.9 Any changes or special terms will be separately agreed and confirmed in writing between us.
1.10 We may update these Standard Terms from time to time. We will notify you of any changes, and they will only take effect to Services supplied after the date of that change. If you do not agree with any change, and subject to any relevant notice period which applies, you may stop using the Services upon written notice to us.
2. PROVISION OF SERVICES2.1 Subject to and conditional on our approval of your request for Services and / or registration application and your payment of the Charges and compliance with the terms and conditions set out herein, we will grant you a limited, non-exclusive, non-transferable, revocable, right to access and use the Services during the Term.
2.2 We will provide the Services in accordance with the respective Service Description for such Service. We may update the Service Description from time to time and we will notify you of any changes, which (unless stated otherwise) will take effect in relation to the applicable Services after the date of that change and, subject to any relevant notice period which applies, you may stop using that particular Service upon written notice to us.
2.3 We will determine the method for delivery of the Services.
2.4 We will provide the Services using all reasonable care and skill.
2.5 We will use all reasonable endeavours to provide the Services within any periods set out in the Service Description, but any periods are estimates only and not firm commitments.
2.6 We reserve all rights not expressly granted to you in these Standard Terms. Nothing in these Standard Terms grants you or any third party any intellectual property rights or other right, title, or interest in or to the CNS System or CNS Software.
2.7 We will take all reasonable precautions to ensure that no known viruses or similar damaging, corrupting or malicious software or other content for which detection and antidote software is generally available are coded or introduced into any CNS Software. For the avoidance of doubt, the Services are not provided on the basis of, and we accept no liability for, the CNS System being uninterrupted or error- free, and we may update, change or modify the CNS System and / or CNS Software as required by us from time to time for the provision of the Services.
2.8 We may provide certain regulated services as part of the Services, and so we may at any time and without notice to you comply with any orders, direction, requests, advice or recommendations made or given by HMRC, the police, any court, governmental authority, port or airport authority or any other duly constituted legal or administrative authority or body. We will not be liable to you for any costs, losses, damages or claims of whatever nature arising in relation to our compliance.
2.9 We may have to postpone the Commencement Date for the Services where there is:2.9.1 a delay of approval or any other delay by or caused by HMRC, any court or any other authority or similar governmental or administrative body;
2.9.2 any act, default or breach by you of any of the terms in these Standard Terms;
2.9.3 any matter whatsoever beyond our reasonable control.
3. YOUR RESPONSIBILITIES3.1 You are and shall remain responsible and liable for all uses of the Services resulting from access provided by us, directly or indirectly, whether such access or use is permitted by or in violation of these Standard Terms.
3.2 You are responsible for all acts and omissions of all users who you grant or otherwise allow access to the Services (“Users”) under or in connection with the Services.
3.3 You shall comply with these Standard Terms and ensure that all Users are made aware of and comply with these Standard Terms. In relation to any personal data you provide to us or otherwise allow us or third parties to access as a result of the Services, you shall ensure that:3.3.1 you have the right and are authorised to share such information; and
3.4 You will provide us:3.4.1 all information, documentation and assistance as we might reasonably require to assist us in providing the Services; and
3.4.2 access to your systems or networks (or those used by you or your contractors) at such times as we might reasonably require for the provision of the Services.
3.5 Where we require access to your systems or networks (or those used by you or your contractors) you will, at your own expense arrange all access rights, permits, licenses, security clearances or other documentation necessary to ensure that our personnel or contractors are granted access.
4.2 You will only use the CNS System:4.2.1 for the purposes of the Services and for no other purpose;
4.2.2 in accordance with the terms of any licence granted to you, whether such licence is granted by us or any other party;
4.2.3 in accordance with the terms of any manual or other instructions which are supplied with the CNS System and as may be updated from time to time.
4.3 The Intellectual Property rights in any CNS System will remain with us (or our licensors) and no Intellectual Property rights will transfer to you. You shall not at any time:4.3.1 not cause or permit anything which may infringe, damage or endanger the Intellectual Property of us or any other owner of the Intellectual Property rights in the CNS System, or assist or allow others to do so;
4.3.2 copy, modify, or create derivative works of the Intellectual Property in the Services, in whole or in part;
4.3.3 rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services without prior written consent from us;
4.3.4 reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part except to the extent permitted by law;
4.3.5 remove any proprietary notices from the Services; and / or
4.3.6 use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property right or other right of any person, or that violates any applicable law.
4.4 Where any faults, errors, defects or other problems are caused (whether wholly or partly) by:4.4.1 your acts or omissions (or of those you are responsible for or have contracted);
4.4.2 your breach of any of your obligations under these Standard Terms or in the Service Description;
4.4.3 the use of the CNS System or CNS Software with other software or equipment with which it is incompatible;
4.4.4 any modification, repair or other alteration of the CNS System or CNS Software by you, your personnel or contractors;
then we will be entitled to charge you for the cost of any rectification (without prejudice to any other rights we may have).
4.5 You must not use, nor permit to be used, the Services, the CNS System or any CNS Software:4.5.1 to send, knowingly receive, upload, download, use or re-use any information or material which is illegal, offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy, data protection or any other rights;
4.5.2 to cause annoyance, inconvenience or needless anxiety to any person;
4.5.3 to send or provide unsolicited advertising or promotional material or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided by you or any third party;
4.5.4 to send any virus or similar damaging, corrupting or malicious software or other content or for hacking or similar activity;
4.5.5 for any purpose which is illegal;
4.5.6 in any way which in our opinion does or is likely to be detrimental to our ability to use our CNS Systems or to provide services to our other customers;
4.5.7 for any other purpose of which we, in our discretion, does not or would not reasonably approve;
4.5.8 in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and / or
4.5.9 so as to collect or harvest any information or data from the Services or our systems.
4.6 We may temporarily suspend or end your (including any Users’) access to any portion or all of the Services if we reasonably suspect or determine that you or any User is in breach, or likely to be in breach, of the Agreement. Following such suspension or termination of access, you must (and you must ensure that any User shall):4.6.1 stop all activities authorised by this Agreement, including your use of the Services; and
4.6.2 delete or remove the Services from all devices in your possession and immediately destroy all copies of the Services which you have and confirm to us in writing that you have done this.
4.7 We may temporarily suspend the provision of the Services or your access to the CNS System to:4.7.1 test or maintain any systems, equipment or software used in the provision of the Services;
4.7.2 make any changes or upgrades to the systems, equipment, premises or software used in the provision of the Services which we, in our discretion, consider to be appropriate to maintain the efficient provision of the Services;
4.7.3 prevent damage, corruption or unauthorised access to any systems, equipment, premises or software (whether used in the provision of the Services or not); and / or
4.7.4 rectify any events beyond our reasonable control or unintended outages.
4.8 Where reasonably practicable, we will use all reasonable endeavours to notify you in advance of the proposed suspension. We will try and limit any suspension to the minimum amount of time we reasonably need.
4.9 Prior to the Commencement Date, you will ensure you have installed and have fully operational any networks, systems, software or other equipment which you are required or which is reasonably necessary to have installed to receive the Services (the “Customer Systems”).
4.10 You will ensure that all Customer Systems are maintained in good working order throughout the provision of the Services.
4.11 You will ensure you do not do anything that interferes with the provision of the Services or permit others (including any Users) to interfere with the provision of the Services or interferes with our CNS Systems. If you become aware of any attempt by any third party to interfere with the Services or the CNS Systems, or become aware of any faults, errors, defects or other problems in the CNS Systems or CNS Software you must immediately notify us.
4.12 You will ensure that you only use or access the Services, the CNS Software or the CNS Systems in accordance with the current operating manuals, procedures or protocols issued and amended from time to time by us.
4.13 You will also notify us promptly of any changes to personnel accessing the Services as a systems administrator or named user (including any Users).
4.14 You will take all reasonable care of any CNS Systems, information or data provided by us which is in the care and custody of you at any time.
4.15 If you hold any data, passwords, pass codes, security data, badges, licences or similar information in relation to the Services, you will be solely responsible for the security, confidentiality and safekeeping of them.
4.16 You must make, maintain and store any required back-up copies of any data, records, documents, files or other information of whatever nature transmitted to us for the purposes of the Services.
4.17 You must take all reasonable precautions to ensure that your information technology systems employ sufficient detection and antidote software to avoid known viruses or similar damaging, corrupting or malicious software or other content.
4.18 We are not responsible for the performance, use or suitability of any third party software, even if we suggest or recommend it to you. You must assess the performance, use and suitability of any such software.
4.19 You must ensure that you have all necessary licences, permits and permissions to use any software which you use in connection with the Services.
5. CHARGES5.1 You shall pay all Charges in accordance with these Standard Terms and the relevant Service Description applicable to the Services you receive from us.
5.2 If we agree to provide services which are not set out in the Service Description or to provide services outside of normal business hours or otherwise provide services which are out of scope of the normal Services, we reserve the right to charge a reasonable premium in addition to the Charges. Where reasonably practicable, we will seek to agree that premium with you before the relevant services are provided.
5.3 Unless agreed otherwise in writing, we will invoice you at the end of each calendar month for the Charges due.
5.4 If you are based in the United Kingdom, unless otherwise agreed in writing, all payments for the Services will be collected by Direct Debit, and you agree to irrevocably put in place all documentation to effect the Direct Debit to our nominated bank account.
5.5 In the event that you fail to pay the Charges when due, we may charge you in addition interest calculated at up to 5% per annum above the Bank of England base rate (as set monthly by the Bank of England’s Monetary Policy Committee), such interest to be charged on a daily basis (applying both before and after any judgment).
5.6 Unless otherwise stated in writing, any quotations, estimates or other indications of the Charges will be exclusive of any value added tax or other taxes, duties or levies and we reserve the right to also collect from you fees, duties, charges and levies required by any governmental authority, port or airport authority, terminal operator, commercial organisation performing any similar administrative or controlling functions over any facilities or any other duly constituted legal or administrative authority or body, and relating to the Services and your use of them, in accordance with their applicable tariffs or charges, and these will form part of the Charges.
5.7 We may, from time to time, review and amend the Charges and when these changes are to apply. We will provide you with at least one months’ notice of any proposed amendment to the Charges, and the Charges will then apply from that notified date forward.
5.8 Where we have notified you of any change to the applicable Charges in accordance with clause 5.7 above, and you are not happy with the change, you may terminate your receipt of the Services by providing us with written notice of your intention to terminate under clause 10.4 below within 14 days of being notified under clause 5.7.
5.9 If you fail to make any payment on the due date or if you become insolvent or go into any form of liquidation, administration, receivership, compromise or assignment with your creditors (except for the purposes of solvent reconstruction or amalgamation), then:5.9.1 all amounts you owe us will become immediately due and payable, whether or not already due under the terms of these Standard Terms or the Service Schedule; and
5.9.2 we may, without prejudice to any other right or remedy available to us, delay or withhold Services, and/or cancel the Services to you.
5.10 If you request us in writing to change these Standard Terms in respect of any Service, we will consider the request in good faith. If we agree to any change, we may ask you for a premium to be paid with the Charges. Any premium will reflect the increase in risk to us and the increase of costs such as (but not limited to) administration and insurance costs.
6. CONFIDENTIALITY6.1 From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, that is/and whether or not marked, designated or otherwise identified as confidential (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is:6.1.1 in the public domain;
6.1.2 known to the receiving Party at the time of disclosure;
6.1.3 rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
6.1.4 independently developed by the receiving Party.
6.2 The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
6.3 We both will at all times keep confidential any confidential information acquired in relation to or in consequence of the Services and use that information only for the purpose of performing or receiving the Services. This will not apply to confidential information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.
6.4 You authorise us to release any information whatsoever (including any confidential information) to HMRC, the police, any court, governmental authority, port or airport authority, or any other duly constituted legal or administrative authority or body.
6.5 You authorise us to release any information to terminal or airport operators or carriers to enable them to meet the requirements of their regulatory approvals or as we consider appropriate to ensure safety, security or operational requirements.
7. INTELLECTUAL PROPERTY RIGHTS7.1 You acknowledge that we own all right, title, and interest, including all Intellectual Property rights, in and to the CNS Software and CNS Systems and, with respect to any software or systems of third parties, the applicable third party providers own all right, title, and interest, including all Intellectual Property rights, in and to such third party software or systems.
7.2 We reserves all rights not expressly granted to you in these Standard Terms. Nothing in these Standard Terms is intended to grant to you or any third party any Intellectual Property rights or other right, title, or interest in or to the intellectual property in the CNS Service / Software / Systems.
7.3 We acknowledge that you own all right, title, and interest, including all Intellectual Property rights, in and to Your Data. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for us to provide you access to the Services.
7.4 If you or any Users suggest or recommend changes to the Intellectual Property in the Services (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between us governing such Feedback. You hereby assign to us on your behalf, and on behalf of Users and your employees, contractors and/or agents, all right, title, and interest in, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
8. LIABILITY AND LIMITATIONS OF LIABILITY8.1 Nothing in these Standard Terms will limit or exclude either party’s liability to the other in respect of death or personal injury, fraud or fraudulent misrepresentation or any other liability that cannot be excluded by law.
8.2 In no event will we be liable under or in connection with these Standard Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any:8.2.1 consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages;
8.2.2 increased costs, diminution in value or lost business, production, revenues, or profits;
8.2.3 loss of goodwill or reputation;
8.2.4 use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or
8.2.5 cost of replacement goods or services,
in each case regardless of whether we were aware of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
8.3 We will not be liable for any loss, damage or claims of whatever nature arising from or in relation to any:8.3.1 natural disaster, extreme weather event, epidemic disease, war, fire, flood, explosion, theft of or damage to material items, unavailability of essential infrastructure, network or power;
8.3.2 consequences of hostilities or armed conflict, act or threat of terror or vandalism, civil war, riots, rebellion, insurrection, military or usurped power or confiscation, epidemics, pandemics, public health emergencies of national or international concern, government guidelines requisition or destruction of or damage to property by or under the order of any government or public or local authority;
8.3.3 seizure or forfeiture under legal process, or suspension of any approval, licence, permission or authority in relation to the Services;
8.3.4 breach by you of any obligation provided or imposed by these Standard Terms;
8.3.5 suspension of the Services or access to the CNS System under clauses 4.6 or 4.7 above;
8.3.6 blockage, picket, embargo, strike, lockout, sit-in, stoppage or restraint of labour from whatever cause;
8.3.7 the failure of you to implement and maintain proper and current software for the detection, avoidance and remedy of viruses or similar damaging, corrupting or malicious software or other content; and / or
8.3.8 any cause or event whatsoever which we are unable to avoid and the consequences of which we are unable to prevent by the exercise of reasonable diligence.
8.4 Our liability for the loss, corruption or damage of any data, records, documents, files or other information of whatever nature will be limited to your reasonable administrative costs in retrieving the copies of such data, records, documents, files or other information maintained by you in accordance with your obligations as set out in these Standard Terms.
8.5 Our liability for any claim whatsoever and howsoever arising, will, under no circumstances exceed the:8.5.1 total Charges paid by you over the term of this Agreement in relation to the Services;
8.5.2 the Charges raised by us to you over the period of the calendar month preceding the event giving rise to the claim; or
8.5.3 the sum of £25,000, whichever is the lower.
9. INDEMNITY9.1 You indemnify us from and against all liability, loss, damage, claims, demands, proceedings, penalties, fines, indemnities, costs and expenses of whatever nature incurred or suffered by us arising from or in relation to:9.1.1 us acting in accordance with your instructions whether or not caused or contributed to directly or indirectly by any act, omission or default on the part of us, our personnel or contractors; or
9.1.2 any act, omission or default by you (or any User) or any breach by you (or any User) of any of the terms in these Standard Terms; or
9.1.3 any excess of the liability of us under these Standard Terms.
9.2 In the event of a claim or proceedings which are likely to give rise to an indemnity in accordance with clause 9.1 above, we will notify you as soon as reasonably practicable and keep you advised of the progress of the claim or proceedings.
10. TERM AND TERMINATION10.1 The initial term of this Agreement begins on the Commencement Date for an initial period of one (1) year and will thereafter continue on a one (1) year rolling basis unless terminated earlier pursuant to express provisions provided in these Standard Terms.
10.2 We may terminate any or all Services without cause by providing you no less than 30 days’ written notice.
10.3 We may terminate any or all Services with immediate effect at any time by written notice to you if:10.3.1 you (or any Users) are in breach of any of these Standard Terms (including a failure to pay any amount when due hereunder) and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30 days of you receiving notice specifying the breach and requiring it to be remedied; or
10.3.2 we reasonably believe you appear likely to or you become insolvent or go into liquidation, either compulsory or voluntary (except for the purposes of a solvent reconstruction or amalgamation), or if an administrator, administrative receiver or receiver is appointed in respect of you and/or the whole or any part of your assets, or if you make an assignment for the benefit of, or composition with your creditors generally.
10.4 You may terminate the Services by written notice to us in accordance with clauses 1.10, 2.2 or 5.8 above of these Standard Terms where you do not agree with any change we make to these terms. The termination will take effect at the end of 30 days.
10.5 Upon expiry or earlier termination of this Agreement, you will, at your expense:10.5.1 return to us any badges, licences, source codes, documentation and other information provided by us to you for the purposes of the Services;
10.5.2 delete all CNS Software on your systems; and
10.5.3 ensure that you delete or otherwise destroy (except unless permitted by law) all records or copies of any data, passwords, pass codes, security data, badges, licences or similar information you hold in relation to the Services.
10.6 Upon expiration or earlier termination of this Agreement you shall (and ensure all Users shall) immediately discontinue use of our Intellectual Property and, without limiting your obligations under clause 7, delete, destroy, or return all copies of our Intellectual Property and certify this in writing to us.
10.7 No expiration or termination of this Agreement affect your obligation to pay all Charges that may have become due before such expiration or termination, or entitle you to any refund.
10.8 Termination of any Service will not affect any rights of the parties accrued up to the date of termination.
10.9 Termination of services provided under any Terminal Terms and Conditions would not in itself cause the termination of this Agreement unless and to the extent this Agreement is terminated in accordance with this clause 10.
11. BRIBERY AND CORRUPTION11.1 You represent and warrant that you, your agents, directors, employees, officers and sub-contractors will comply with all applicable laws and legislation relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Regulations”) and will not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 and you represent and warrant that you have and you will maintain in place your own policies and procedures, including adequate procedures as defined under the Bribery Act 2010, to ensure compliance with the Relevant Regulations.
12. GENERAL12.1 Any clauses in these Standard Terms that are expressly stated, or by implication intended, to apply after expiry or termination of the Agreement shall continue in full force and effect after such expiry or termination.
12.2 We may assign, novate and / or subcontract all or any part of the Services. You may not assign (whether at law or in equity) charge, encumber or otherwise deal with the CNS Systems, CNS Software or the Services, or any rights arising from or in relation them without our prior written consent.
12.3 These Standard Terms will prevail over any conditions or terms specified in your purchase order or other documentation, unless we expressly agree otherwise in writing. In the event of a conflict, the order of precedence shall be these Standard Terms, the Service Description, then your purchase order or other documentation.
12.4 If the Services provided are subject to any applicable law, legislation, regulations or directives, these Standard Terms will, in relation to those Services, be read subject to those requirements.
12.5 Where any part of these Standard Terms is held by a court or other tribunal to be contrary to any compulsorily applicable legislation, regulation or directive or otherwise judged by a court or tribunal to be unlawful, void or unenforceable such part will, to the extent necessary, be severed from these Standard Terms and rendered ineffective as far as possible without modifying or otherwise affecting the remaining provisions of these Standard Terms.
12.6 Nothing in these Standard Terms will prejudice or be considered as a waiver or surrender by us of any of our rights or immunities or as an increase of any of our responsibilities or liabilities under any compulsorily applicable law, legislation, regulations or directives. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.
12.7 In these Standard Terms, except when it is inconsistent with the context any reference to the plural includes the singular and vice versa.For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Standard Terms are not intended to and do not give any person who is not a party to the Standard Terms any right to enforce any of their provisions.
12.8 This Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. To the extent permitted by law, we do not give any warranty or undertake any responsibility in respect of any software or equipment supplied by any third party, whether or not such software may have been recommended or suggested by us.
12.9 Any notice or other document required to be given in writing will be deemed to be duly given if left at or sent by pre-paid registered or recorded delivery post or by electronic mail to the address of the party receiving the notified to the other party from time to time. Any such notice will be deemed to be given to and received by the addressee:12.9.1 at the time the same is left at the address of or handed to a nominated representative of the party to be served;
12.9.2 if by post, on the day (not being a Sunday or public holiday) 2 days following the date of posting;
12.9.3 in the case of electronic mail, on the working day it was successfully sent.
12.10 These Standard Terms and any dispute arising under them will be governed by and shall be interpreted in accordance with the laws of England and Wales.
12.11 Both parties submit to the exclusive jurisdiction of the English courts in London in relation to any matter arising out of or in connection with this Agreement.
13. DEFINITIONS13.1 These meanings apply unless the context otherwise requires:
“Agreement” – means these Standard Terms including any Service Description in relating to the Services provided.
“Charges” – are the amounts payable as set out in these Standard Terms and any Service Description.
“CNS Software” – means any software supplied by us (whether developed by us or by any third party) for the purposes of the Services.
“CNS System” – means the CNS Platform and any networks, hardware, equipment, software, facilities and other items used by us to provide the Services to you.
“Commencement Date” – means the date which the Standard Terms were accepted by you or on your behalf as part of the registration process.
“Customer Systems” – are defined in clause 4.9 above.
“Intellectual Property” – Includes all patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, knowhow and confidential information.
“Service Description” – means the description of the relevant Services to be provided, including the type of service, how it will be provided, the availability and also the cost which can be located at [https://www.cnsonline.co.uk/home/#/content/products/tariff]
“Services” – means the provision of the CNS Software, CNS System and any ancillary services agreed in writing with you in accordance with these Standard Terms.
“Terminal Terms and Conditions” – means the terms and conditions applicable for the services you receive from the relevant terminal as may be indicated by you when registering for the CNS System.
“User” – is defined in clause 3.2 above.
“Your Data” – any information, data and other content that is submitted, posted or otherwise transmitted by or on behalf of you or a User to us through the Services.