Last updated: June 28, 2023

Welcome to Nuvola Analytics!

These Nuvola Analytics Terms of Service (“Agreement“) between you (“Customer”) and Nuvola Analytics Ltd., govern Customer’s access to and use of the Nuvola Analytics Platform (“Platform Services”) (as defined below). By accessing or using Platform Service in any manner, Customer agrees to the Agreement.

1.1. Provision of Platform Services. Subject to the terms and conditions set forth in this Agreement and in exchange for payment of the Platform Services Fee, the Supplier grants the Customer a temporary, non-exclusive, non-transferable right to access and use the Platform Services on a separate Tenant installation for the duration of the Platform Services Subscription Term and to:

• connect and process customers’ CSP billing
• use the Platform Services capabilities to analyse CSP’s billing data to support Customers internal business processes
• create own applications on top of the Platform Services which may be connected with the Platform Services by using solely APIs that have been furnished by Supplier, provided however that no derivative work is created thereby

1.2. Support. Nuvola Analytics will provide Support for the applicable Platform Services to Customer during the Subscription Term at no additional charge.

1.3. Service Levels. Platform Services will be available 99% of the time, as measured by Nuvola Analytics over each calendar quarter of the Subscription Term.

Nuvola Analytics Platform Services are considered available if the Customer is able to login into the Platform Web Application and query the data managed by the platform.

The availability of the platform is a subject to planned downtime and any unscheduled emergency maintenance according to Nuvola Analytics Platform Maintenance Policy.

1.4. Security and Protection of Customer Data. Nuvola Analytics maintains administrative, physical and technical safeguards to protect the security of Customer Data. Nuvola Analytics’s security safeguards include, without limitation, employee (and contractor, as applicable) security training, background testing and confidentiality obligations. Nuvola Analytics security controls adhere to generally accepted industry standards and are designed to:

• ensure the security and integrity of Customer Billing Data
• detect and protect against threats or hazards to the security or integrity of Customer Billing Data
• prevent unauthorized access to Customer Billing Data.

1.5. Trial Services. Nuvola Analytics may make certain Platform Services available without charge for limited periods for evaluation and non-production purposes (a “Trial”). The use of a Trial will be for the term specified by Nuvola Analytics and may have limited features and functions, data security, data continuity, data retention or other limitations as determined by Nuvola Analytics, and Nuvola Analytics may change or discontinue the Trial at any point. Nuvola Analytics reserves the right to monitor Customer’s use of Trial. Upon expiration of a specified term of Trial all Customer Content contained in the Trial environment will become inaccessible and Customers Data will be destroyed. Nuvola Analytics may but is not obligated to provide any maintenance, technical or other support for Trials.

1.6. Customisation Services. Subject to Customer’s payment of applicable fees, Nuvola Analytics will provide the deployment, usage assistance, configuration, and/or training services (if any) set forth in an Order.

During the Platform Services Term, Customer shall have the following obligations

2.1. Connectivity.The Customer is solely responsible for providing connectivity between their private network and Nuvola Analytics platform end points and Web Application.

2.2. Use of Customer brand The Customer agrees that Nuvola Analytics can use the Customer name, logo and use case on the Nuvola Analytics website, materials and presentations. Nuvola Analytics agrees to follow any Customer brand guidelines that it is aware of, related to presenting the Customer name and logo in its materials.

2.3. Support access Only two nominated customer contacts will be allowed to make support requests or log faults with Nuvola Analytics Support as outlined in Platform Services Support Attachment.

2.5. Security and Confidentiality The Customer warrants and represents that it shall maintain security measures covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform Services granted under this Agreement is limited as set out under this Agreement.

2.6. Account Information In order to access and use the Platform Services, the Customer will need to register and create user accounts within a Tenant. To create an account the Customer is required to provide certain personal information about the registrant and create a user name and password (“Account Information”). The Customer agrees to provide accurate, current and complete Account Information. Supplier reserves the right to suspend or terminate any account or Tenant if any Account Information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. The Customer is responsible for maintaining the confidentiality of its Account Information and agrees to notify Supplier if its Account Information is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have become compromised.

2.7. Account activity Customer is responsible for all activities under its account.

3.1. Fees and Taxes. Customer agrees to pay all fees and charges specified in the Orders. Subscription fees to the Platform Services and associated fees incurred are non-cancelable and non-refundable. Without limiting any other rights or remedies herein, overdue charges will accrue interest monthly at the rate of 3% over rate of BoE of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. Charges must be paid in advance, either annually or in accordance with any different billing period stated in the Order. All payments are due and payable either within 30 days from the date of Nuvola Analytics invoice or such other period, if any, stated in the Order. All fees and charges quoted are exclusive of applicable taxes and duties, including any applicable sales and use tax. Customer is responsible for paying any taxes assessed based on Customer’s purchases under the Agreement.

3.2. Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written statements made by Nuvola Analytics regarding future functionality or features.

4.1. Ownership. By submitting or posting Customer Data on the Platform Services, Customer is representing that Customer is the owner of such Data and/or has the necessary rights, licenses, and authorization to distribute it.

4.2. Access to and Use of Customer Content. By submitting or posting Customer Content on areas of the Platform Services, Customer grants Nuvola Analytics a worldwide, royalty free, non-exclusive license to access and use such Data on the Platform Services for purposes consistent with this Agreement.

5.1. Term and Renewal. This Agreement will expire upon the expiration or termination of Customer’s account or subscription to a Platform Service. Unless indicated otherwise in the Order, the Subscription Term and the Agreement will automatically renew for: an additional period of time equal to the length of the initial Subscription Term, unless one party notifies the other of its intent not to renew at least one (1) month in advance of the expiration of the Subscription Term or then-current renewal period.

5.2. Effect of Termination. Upon expiration or termination of Customer’s account or subscription to a Platform Service:

• All Customer rights under this Agreement relating to such Service will immediately terminate
• Customer will lose all access to the Platform Service, including access to Customer’s account and Customer Data

5.3. Return of Customer Data. Customer Data may be retrieved by Customer and removed from the Platform Services in accordance with the Documentation. Upon request by Customer made before the effective date of termination of a Platform Service subscription, Nuvola Analytics may assist Customer with the transition of Customer Data for a mutually agreed fee. All Customer Data will be purged from Platform Services within 30 days of Termination.

5.4. Payment upon Termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Nuvola Analytics for the period prior to the effective date of termination.

5.5. Suspension of Service. If any charge owing by Customer is thirty (30) days or more overdue, Nuvola Analytics may, without limiting its other rights and remedies, suspend the Platform Services until such amounts are paid in full, provided that, Nuvola Analytics will give Customer at least ten (10) days’ prior notice that its payment is overdue before suspending services to Customer. For the avoidance of doubt suspensions of Platform Services will have no impact on the then-current Subscription Term, its associated payments or the relevant duration of the Subscription.

6.1. Confidential Information. Unless otherwise provided in writing, the Receiving Party agrees to:

• protect the Disclosing Party’s Confidential Information using the same degree of care (but in no event less than reasonable care) that it uses to protect its own Confidential Information of a similar nature
• limit use of Disclosing Party’s Confidential Information for purposes consistent with this Agreement, and
• limit access to Disclosing Party’s Confidential Information to its employees, contractors and agents or those of its Affiliates who have a bona fide need to access such Confidential Information for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein

6.2. Compelled Disclosure of Confidential Information. Notwithstanding the foregoing terms, the Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law enforcement agencies or regulators to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7.1. Nuvola Analytics’ Warranties. Nuvola Analytics warrants that:

• it has the legal power and authority to enter into this Agreement
• during the Subscription Term Nuvola Analytics will not materially decrease the overall functionality of the Services, and
• during the Subscription Term the Services will perform materially in accordance with the applicable Documentation.

7.2. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND, TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ANY OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER OR CUSTOMER’S AFFILIATE’S OBLIGATIONS UNDER THE “PAYMENTS” SECTION ABOVE.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY’S OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9.1. Anti-Corruption. Nuvola Analytics uses diligent efforts to implement and maintain programs for its compliance with anti-corruption and anti-bribery laws. Each party agrees that Customer it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any employees or agents of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

9.2. Governing Law. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of England, without regard to the jurisdiction in which any action or special proceeding may be instituted.

9.3. Independent Contractors; No Third Party Beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries of this Agreement. Customer represents that it has the authority to bind itself and its Affiliates to the terms and conditions herein.

9.4. Amendment; Severability. This Agreement may only be amended by a written amendment signed by both parties, unless otherwise provided herein. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, invalid or unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives and intent of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the remainder of the Agreement will remain in full force and effect.

9.5. Assignment. Customer may not assign, delegate or sublicense any of Customer’s rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Nuvola Analytics.

9.6. No waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision or of any other right or provision. All waivers must be in a signed writing to be effective.

9.7. Force Majeure. Nuvola Analytics and its officers, directors, employees, agents, partners and licensors will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Nuvola Analytics’ or its officers’, directors’, employees’, agents’, partners’, or licensors’ reasonable control, including, without limitation, acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockades, embargoes, riots, acts or orders of government, acts of terrorism, or war.

9.8. Notices to Customers and Consent to Electronic Communications. Customer consents to receiving electronic communications and notifications from Nuvola Analytics in connection with the Platform Services, the linked policies and the Agreement. Customer agrees that any such communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Nuvola Analytics may provide Customer with notices regarding the Services, including changes to this Agreement and the linked policies, by email to the email address of Customer’s administrator (and/or other alternate email address associated with Customer Account if provided), or by regular mail. It is Customer's responsibility to keep Customer's email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer’s account when Nuvola Analytics sends the email. In the event Customer does not wish to accept any material change to the Platform Services, the linked policies or to this Agreement, Customer will have the right, as its sole remedy, to terminate this Agreement within thirty (30) days of Nuvola Analytics’ notice of such change, and, if Customer exercises such termination right, Nuvola Analytics will provide a pro rata refund to Customer equal to the amount fees pre-paid by Customer for the Platform Service that corresponds to the period after the date of such termination for the Term.

9.9. Survival. The following sections will survive the termination or expiration of the Agreement: 4, 5.2, 6, 8, 9.