Proceed Cella terms of service

Proceed Cella consists of three main components, which are offered as part of the Cella Cloud service:

Cella Application Server
Cella Database Server
Cella Data Extraction Server

Cella is an application that allows to display and analyse historical data from any ERP application in a meaningful way, mimicking the read only logic of the system the data was created in without the need to keep this respective historical ERP system.

The application allows to manage multiple archives, meaning sets of data from different source systems with functionality including:

• Web browser-based user interface
• Authorization management (role based)
• User log
• Data encryption of sensitive data
• Retention management (deletion of data over time based on defined rules)

Reports allow to search for specific data in the same or similar way it was done in the source system.

The application is a read only application and does not allow any change nor deletion of any data stored (except for data retention management).

As of the Start Date and until termination or dissolution of the Agreement the Supplier grants the Client the non-exclusive, irrevocable, and non-transferrable right to access and use the Service under the terms of the Agreement.

• The Client will a.) access and use the Service only in accordance with the Agreement and the Documentation; b.) be responsible for its User’s compliance with the terms of the Agreement and the Documentation; c.) be responsible for the consequences of User(s) noncompliance with the Agreement and the Documentation; d.) use Login Codes and/or authentication methods carefully; e.) take all reasonable measures to prevent Login Codes and/or authentication methods from becoming known to unauthorised persons; f.) take appropriate technical and organisational measures to protect its equipment, infrastructure and data communications connection against viruses, malware and similar threats, and to prevent use of the Service resulting in third persons gaining access to the Service; g.) be responsible for any modifications to user accessible configuration settings performed by Client h.) immediately notify the Supplier if it discovers any form of unauthorised use of Login Codes and/or other authentication methods, any breach of the Agreement and/or Documentation by a User or any other breach of the security measures with regard to the Service.
• Except as expressly permitted under this Agreement, the Client will not a.) modify, translate, loan, sell, resell, license, sublicense, (re)distribute, rent or (sub) lease or create derivative works from the Service; b.) build a (commercial) product on top of the Service and/or aggregate the Service in any way in any product; c.) make the Service available to third parties, other than on behalf of the Client; d.) transfer, issue or disclose the Login Codes or allow inspection by or make them available to a third party; e.) submit Client Data to the Service that actually or potentially infringes or misappropriates the intellectual property rights, confidentiality rights or any other rights of third parties; f.) submit Client Data to the Service that is offensive or violates applicable laws and regulations; g.) submit Client Data to the Service that infringes the privacy of third parties, e.g. the non-authorised publication of personal data or other data of other Users or third parties; h.) not interfere with or disrupt the integrity or performance of the Service or third party data contained herein; i.) not circumvent in any way a contractual usage limit and/or remove or bypass technical measures in the Service.
• If the Supplier discovers or reasonably suspects that unauthorised persons are using or are able to use the Login Codes and/or other authentication methods, or otherwise have unauthorised access to the Service and User(s) act in breach with the Agreement and/or Documentation (“Unauthorised Use”), or if the Client notifies the Supplier of such Unauthorised Use by email, the Supplier is, in addition to other legal remedies, entitled to immediately deny access to the Service without being liable to the Client. After the access has been denied, the Client must request renewed access to the Service.
• If the Unauthorised Use can be attributed to the Client or the User(s), the Client must reimburse the Supplier with the reasonable administrative costs incurred in relation to the denial and renewal of the Service. The Supplier does not owe any payment in this regard to the Client.
• If the Supplier discovers or reasonably suspects that Client Data contains data as specified above the Supplier is entitled to immediately delete the concerned data without being liable for any damages and/or costs towards the Client.
• The Supplier is entitled to have an audit carried out on the Client’s and Users’ compliance with the Agreement regarding the use of the Service and the amount of uncompressed data stored using the Service. This audit will be, to the sole discretion of the Supplier, carried out by the Supplier itself or an independent third party. The costs of it will be borne by the Supplier unless the report shows that the Client and/or its Users have acted contrary to the Agreement.

Availability:

The Cella Cloud has an availability of 90% during UK business hours. There will be a maximum of four maintenance windows per year of half a day, with the Supplier informing the client in due time upfront.

Support:

The Cella Cloud support desk can be reached by mail and is available for support during business hours (9:00 hrs to 17:00 hrs) excluding Saturday, Sunday and any public holiday in the United Kingdom.

Client responsibilities:

The Client has to inform the Supplier on any issue as soon as the issue occurs with all information available for the Supplier to analyse the issue as accurate as possible.

Response times:

The Supplier will respond to incidents to these service levels:

• P1 incident: data is not retrievable: 48 hours during working days
• P2 incident: data is partly not retrievable: 96 hours during working days
• P3 incident: system issues with no restriction to data access: 2 weeks