AppFox Provider-Specific Terms for Bonterms Standard End User Agreement

AppFox/Automation Consultants Ltd Provider Specific Terms

for Bonterms Standard End User Agreement (Version 1.0)

These Provider-Specific Terms apply to each Order for a Subscription to Provider’s Product through the applicable Marketplace Listing. These Provider-Specific Terms form part of, and are incorporated into, the Agreement under the Bonterms Standard End User Agreement (Version 1.0) (the “Standard Agreement”). Capitalized terms not defined in these Provider-Specific Terms have the meanings given in the Standard Agreement.

1. Provider Identity

Provider is Automation Consultants Limited, trading as AppFox, a company incorporated in England and Wales with company number 04047568 and registered office at Building 1420, Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom (“Provider”).

2. Governing Law and Courts

Section 19.2 of the Standard Agreement is replaced with the following:

The Governing Law is the law of England and Wales, excluding its conflict of laws rules. The parties will adjudicate any dispute arising out of or relating to this Agreement in the courts of England and Wales, and each party consents to the exclusive jurisdiction and venue of those courts.

3. Acceptable Use Policy

The Acceptable Use Policy identified for purposes of Section 7.1 of the Standard Agreement is available at: https://www.appfox.io/about/acceptable-use-policy/

The Acceptable Use Policy forms part of the Agreement.

4. Support Policy and Service Level Agreement

For purposes of Sections 5.1 and 5.2 of the Standard Agreement, the Provider’s Support Policy and Service Level Agreement are available at: https://docs.appfox.io/general/service-level-agreement

The Support Policy and Service Level Agreement form part of the Agreement.

5. Security Measures

For purposes of Section 3.2 of the Standard Agreement, Provider’s Security Measures are described in Provider’s Trust Center, available at https://trust.automation-consultants.com/

Provider may update its Trust Center and related security materials from time to time in accordance with Section 19.6 of the Standard Agreement. Provider’s current certifications include SOC 2 Type II and ISO/IEC 27001.

6. Data Protection Addendum

For purposes of Section 3.3 of the Standard Agreement, the parties will adhere to Provider’s Data Processing Addendum (“DPA”), available at: https://docs.appfox.io/general/data-processing-agreement

The DPA forms part of the Agreement.

7. Publicity

Section 17 of the Standard Agreement is replaced with the following:

Provider may identify Customer as a customer of Provider and may use Customer’s name and logo in Provider’s customer lists, marketing materials and promotional materials. Customer may opt out of this use at any time by sending a written request to support@appfox.io. Provider will use commercially reasonable efforts to process such request within 30 days.

8. Customer Data Retention and Deletion

Section 12.4 of the Standard Agreement is supplemented and, to the extent of any conflict, replaced by the following:

(a) During the Subscription Term, Customer may export Customer Data from the Cloud Service, or Provider will otherwise make Customer Data available, as described in the Documentation and subject to the functionality of the applicable Product.

(b) Following termination or expiration of the Agreement, Provider will delete Customer Data in accordance with its data retention and deletion policy.

(c) Unless Customer requests an earlier deletion period in writing and Provider agrees, or unless a shorter period is required by Law, Provider may retain Customer Data for up to three (3) years after completion of the applicable contract or Subscription Term before deletion.

(d) Provider’s deletion of Customer Data is subject to Provider’s internal approval and control procedures designed to reduce the risk of accidental or unauthorized deletion.

(e) Nothing in this Section limits Provider’s right to retain Customer Data in accordance with applicable Law, standard backup practices, record retention requirements, the DPA, or Section 12.4(c) of the Standard Agreement.

9. Sensitive Data

Section 7.2 of the Standard Agreement is modified as follows:

The restriction on submitting Sensitive Data to the Cloud Service does not apply to the extent the applicable Product is expressly designed, described in the Listing, or documented by Provider as supporting the processing, identification, management, protection, or remediation of such data.

For the avoidance of doubt, where the processing of Sensitive Data is permitted under this Section, the acknowledgement in Section 7.2(c) of the Standard Agreement does not apply to such permitted use, and Provider's liability for the applicable Product is governed by the other provisions of the Agreement (including Section 14).

Customer remains responsible for ensuring that its use of the Product complies with applicable Law, that it has all rights and permissions necessary to submit such data, and that it does not use the Product for High-Risk Activities unless expressly permitted by Provider in writing.

10. Additional Termination Right

Section 12.3 of the Standard Agreement is supplemented with the following:

Provider may terminate this Agreement (including all Subscriptions) immediately upon written notice to Customer if: 

(a) Customer's use of the Product involves or facilitates criminal activity;

(b) Customer, or any of its Users, is or becomes listed on any Sanctions List or is located in, organised under the laws of, or acting on behalf of a person located in, a Sanctioned Territory;

(c) Customer's use of the Product materially violates applicable export control, sanctions, or trade compliance Laws and such violation is not capable of timely cure; or

(d) continued performance of the Agreement would expose Provider to a material risk of violating applicable Law.

For purposes of this Section, "Sanctions List" means any list of designated or blocked persons maintained by the United Kingdom Office of Financial Sanctions Implementation (OFSI), the United States Office of Foreign Assets Control (OFAC), the European Union, or the United Nations Security Council. "Sanctioned Territory" means any country or territory that is the target of comprehensive sanctions under the Laws of the United Kingdom, the United States, or the European Union.

11. Order of Precedence

These Provider-Specific Terms are “Provider-Specific Terms” for purposes of Section 1.4 of the Standard Agreement. In the event of a conflict between these Provider-Specific Terms and the Standard Agreement, these Provider-Specific Terms shall prevail.