1.1 These KONICA MINOLTA CLOUD IaaS Service Terms (“Terms”) set forth the terms and conditions under which Konica Minolta provides the customers a right to access and use KONICA MINOLTA CLOUD IaaS Services (“Services”).
1.2 These Terms constitute an appendix to an agreement entered into between Customer and on the other side Konica Minolta or a reseller (the “Agreement”). In case of conflict between the Agreement and these Terms, the Agreement shall prevail.
1.3 These Terms is entered into between end user (“Customer”) and the Konica Minolta Entity Affiliate as specified in the “Agreement”. Konica Minolta and Customer shall jointly be referred to as “Parties” and separately as a “Party”.
1.4 By using the Services, Customer agrees to be bound by these Terms. If the Customer does not agree to these Terms then do not subscribe to, access, or use the Services.
1.5 Konica Minolta may amend these Terms at any time subject to a notice of three month, including without limitation by posting revised Terms on the European Konica Minolta Website under https://www.konicaminolta.eu/eu-en/konica-minolta-cloud-iaas-service-terms.
2.1 The Services is an Infrastructure-as-a-Service (IaaS) provided by Konica Minolta with the primary focus on providing access to compute and storage to virtual private servers. Additionally, back up, technical operation of virtual private servers, consultancy and other functionalities and access to specified business applications and collaboration tools hosted on and/or connected with the KONICA MINOLTA CLOUD IaaS servers may be purchased.
2.2 The current version of the Service is made available to the customer on a virtual private server operated by the customer, Konica Minolta or a third-party provider. The customer can access via a client software provided to him or with a web browser. Konica Minolta provides the Service at the router exit of the data center in which the virtual private server is operated (so-called transfer point), but not the establishment and maintenance of the data connection between the customer's IT systems and the transfer point.
2.3 The service is delivered according to the time schedule agreed upon. The delivery time stated are approximate and not binding unless otherwise agreed and confirmed in writing by Konica Minolta. Failure to meet the delivery time does not entitle the customer to exercise any form of breach of contract remedies. In the event that the delay is significant, the customer may demand execution of the agreement to a new delivery date in the event that Konica Minolta is the cause of the delay, Konica Minolta is not responsible for any delays by third-party. However, the customer will not be entitled to compensation.
2.4 Any business applications, collaborations tools and other software are subject to separate End User License Agreements from the developers of the software. The Customer must accept and comply with the license terms applicable to such software. These terms can be accessed on the websites of the software manufacturers.
2.5 If Customer uses third party software together with the deliverables, Konica Minolta will not be liable for the functionality of such software or its use in relation to the deliverables regardless of whether the third-party software was sold to the Customer by Konica Minolta under a separate agreement. Konica Minolta is not liable for any changes to the license terms to be complied with by the Customer at any time.
2.6 If, as part of the Service and at the Customer's request, Konica Minolta installs third party software for the Customer's use, the Customer will guarantee that it has the necessary rights in such software. The customer is responsible for any necessary permits to distribute access or store information. It is the customers responsibility to register to Shareware of distributed programs.
2.7 In the event of an audit by the Software Vendor, Konica Minolta is obligated to scan and deliver deployment data about the shared infrastructure. The Customer accepts that Konica Minolta may deliver the necessary data to be able to comply with the obligations under an audit. Konica Minolta will ensure that all data deliveries are covered by necessary non-disclosure agreements and will keep the Customer informed about the audit activities.
2.8 Konica Minolta is entitled to use sub-suppliers – eg. other group companies and external consultants to fulfil this Agreement. The Customer may obtain information on the sub-suppliers used at any time.
3.1 Subject to payment of the Fee cf. Clause 6, Customer is granted a time limited, non-exclusive, nontransferable right to access and use the Services, including any upgrades, versions, releases, maintenance, development services, updates etc. as delivered by Konica Minolta in the period set out in the Agreement.
3.2 Customer may use the Services only for the purpose of Customer’s internal business purposes and not distribute them to a third party.
3.3 Customer shall not reverse engineer, disassemble or decompile the Services or any software comprised by the Services, except where and only to the extent that such operations are permitted according to the applicable mandatory, statutory legislation and Customer shall comply with the legislation in all respects.
3.4 Customer shall not be entitled to sell, lease, lend, permit the use of or in any other way assign or pass on the right of use of the Services to any third-party, unless otherwise set out in these Terms.
3.5 Customer shall not break or change any codes. Nor shall Customer change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Services or on the medium upon which the Services may have been delivered.
3.6 In the event that Customer uses the Services contrary to the terms of these Terms, Konica Minolta may terminate the access to the Services for material breach immediately and without notice.
3.7 Customer must immediately notify Konica Minolta of any defects in the Service, stating all information known to him in this regard. At the request of Konica Minolta, he is also obliged to take all reasonable measures to facilitate an analysis of the defect or to find the cause of the defect.
3.8 Any use of the Service that may damage the security and integrity of the Service or the server on which it is operated is prohibited. In this respect, the customer is particularly required to check all data transmitted by him for processing by the Service for viruses or other harmful components beforehand. For this purpose, a virus protection program corresponding to the current state of the art must be used.
3.9 Customer must make backup copies of all data that is transmitted to the Service.
3.10 The Service and any additional storage space made available may only be used within the framework of the statutory provisions. The transmission, processing, storage or distribution of content that violates legal regulations, official requirements or the rights of third parties is prohibited.
3.11 Konica Minolta reserves the right to suspend the Customer's use temporarily if (i) there is reasonable suspicion that the access required for the use of the Service are being misused or used by unauthorized third parties (ii) the Customer's use of the Services has an extreme or unusual negative impact on the systems of Konica Minolta or Konica Minolta's sub-contractors which directly or indirectly affect Konica Minolta or Konica Minolta's other customers; (iii) in any other way, the Customer transfers any form of material which is capable of harming the IT environment of Konica Minolta or Konica Minolta's sub-contractors or the Services; (iv) on a reasonable basis, it is considered necessary in order to prevent unauthorized access to data; or (v) the Customer fails to meet the requirements for the Customer's use of the deliverables under these Terms.
4.1 The Service will be delivered in accordance with the Service Level Agreement chosen in the Agreement.
5.1 The Services may at the sole discretion of Konica Minolta be subject to upgrades from time to time, including by addition of new versions, updates and features etc. Such updates may be subject to planned downtime and occur without notice. However, Konica Minolta will use reasonable efforts to notify Customer in advance. Any planned downtime is to the extent possible placed in weekends or outside normal business hours.
6.1 Customer’s permitted use of the Services are subject to payment of a fee calculated in accordance with the Agreement (the “Fee”).
6.2 The Service is granted for a specified number of resources to the Customer set out in the Agreement and for which Customer has paid the applicable Fee.
6.3 Invoicing and payment of the Fee shall be made in accordance with the Agreement.
7.1 Customer recognizes that Konica Minolta holds any and all copyrights and other intellectual property or industry rights in and to the Services. Customer shall respect Konica Minolta’s intellectual property rights and Customer shall be responsible for any breach of such rights, including unauthorized access of the Service by a third-party.
8.1 CUSTOMER ACCEPTS THE SERVICE “AS IS” AND AS AVAILABLE. KONICA MINOLTA PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) KONICA MINOLTA DOES NOT REPRESENT OR WARRANT THAT THE SERVICE(S) WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) KONICA MINOLTA DOES NOT REPRESENT OR WARRANT THAT THE CLOUD DATA SERVICE(S) IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER CONTENT WILL REMAIN PRIVATE OR SECURE.
8.2 No reseller, consultant or any third party is authorized to make any representation or warranty to Customer regarding the Services.
9.1 Regardless of the basis of the claim (e.g., contract, tort or statute), the total liability of Konica Minolta under or in connection with these Terms will not exceed the amounts received by Konica Minolta for the applicable Services(s) in the 12 months preceding the event that gave rise to the claim or the minimum amounts permitted by applicable laws, if greater.
9.2 Konica Minolta will not liable for: a) any indirect, consequential, incidental, exemplary or special damages; b) loss or corruption of data; c) loss of revenues, profits, goodwill or anticipated savings; d) procurement of substitute goods and/or services; or e) interruption to business.
9.3 The limitations and exclusions in this Clause 9 will not apply to liability for death or bodily injury caused by negligence, gross negligence, willful misconduct, fraud, IP Claims, or any other liability that cannot be excluded under applicable laws.
10.1 The assess granted and any right to use the Services shall cease upon termination of the Agreement, for any reason.
10.2 Each Party shall be entitled to immediately terminate the Terms for cause in accordance with the Agreement. In addition, Konica Minolta shall be entitled to immediately terminate these Terms for cause if Customer commits a material breach of these Terms. Noncompliance with any part of the Terms, including nonpayment of the Fee, is among others considered a material breach of this Terms.
10.3 Upon termination of the Terms, for any reason, Customer must immediately cease any use and delete all copies of the Services and remove them from Customer’s systems.
11.1 Konica Minolta shall have the right to verify Customer’s compliance with the Terms at any time and without notification. Such verification may be in the form of accessing the Services and records contained therein. Customer shall provide Konica Minolta with reasonable assistance in its verification efforts.
11.2 Without prejudice to any other remedies available to Konica Minolta, if Customer is not correctly charged, Konica Minolta shall be entitled to demand payment of the additional Fee for the period Customer has not been correctly charged.
11.3 Neither Party shall be responsible for the other Party’s costs associated with this Clause 11. Notwithstanding the foregoing, Customer shall be liable for costs incurred by Konica Minolta, if Customer is not in compliance with the Agreement.
12.1 Neither Party will be liable to the other for any alleged loss or damages resulting from acts of God, acts of civil or military authority, governmental priorities, fire, floods, earthquakes, epidemics, pandemics, quarantine, energy crises, strikes, labor trouble, terrorism, war, riots, accidents, shortages, delays in transportation or any other causes beyond the reasonable control of a Party (collectively, "Force Majeure”).
13.1 Customer is aware and acknowledge that the Services may require and be subject to system requirements and/or a software subscription e.g. Office 365. Such requirements are set out in the Agreement or the documentation. Customer shall be responsible for fulfilling such system requirements and pay any related costs and fees. Konica Minolta does not represent or warrant that the Software is compatible with future versions of any third-party software.
14.1 If any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such provision shall not affect the legality and validity of the other provisions.
15.1 These Terms is governed by and construed in accordance with Swedish law except for a) rules leading to the application of other law than Swedish law and b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2 Any dispute controversy or claim arising out of or related to these Terms shall be settled by a competent court at Konica Minolta’s venue in Sweden.