Reliably is a brand of ChaosIQ Limited, a company registered in England and Wales under company registration number 11438202, with our registered office at 53 The Piazza, Eastbourne, East Sussex,BN23 5TQ England. We refer to ourselves as “Reliably” in these Terms of Service.
These Terms of Service govern access to and use of the Reliably Product and the Reliably Services by the Customer.
There is no need to sign these Terms of Service. They are deemed to be automatically accepted when the Customer accepts the Order Form or when Reliably makes the Reliably Product and / or the Reliably Services available to the Customer (whichever is sooner).
The definitions and rules of interpretation in this clause apply in this Contract.
Clause, schedule and paragraph headings shall not affect the interpretation of this Contract.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made under that statute or statutory provision from time to time.
References to clauses and schedules are to the clauses and schedules of this Contract; references to paragraphs are to paragraphs of the relevant schedule to this Contract.
This Contract covers the Customer’s use of:
The Customer shall pay Reliably the Charges for the Reliably Product and the Reliably Services in accordance with clause 15.
The Customer shall download onto the Customer System, maintain and regularly update the Chaos Toolkit to run the Experiments and to make use of the Reliably Product and the Reliably Services; and
The Customer acknowledges and agrees that if the Customer fails to comply with clause 5.1, the Customer may not be able to make use of the Reliably Product and / or the Reliably Services (in whole or in part) and, in those circumstances, the Customer shall remain liable to pay the Charges to Reliably in accordance with this Contract.
The Customer is solely responsible for its use of the Chaos Toolkit . Reliably shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in relation to the Customer’s use of the Chaos Toolkit. The Customer shall indemnify Reliably for all claims, costs, damage and expenses (including reasonable legal expenses) incurred by Reliably as a result of the Customer’s use of the Chaos Toolkit.
Subject to the Customer complying with the terms and conditions of this Contract, Reliably hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Reliably Product and the Documentation during the term of this Contract solely for the purpose of conducting the Customer’s own Experiments.
The Customer shall ensure that:
The Customer shall not access, store, distribute or transmit any viruses or any other technologically harmful code or material, or any material that is unlawful, harmful or offensive, during the course of its use of the Reliably Product or the Reliably Services.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, and use of, the Reliably Product and the Documentation and, in the event of any such unauthorised access or use, promptly notify Reliably.
The rights provided under this clause 6 are granted to the Customer only, and shall not be considered granted to any subsidiary, holding company or affiliate of the Customer.
Reliably shall make the Reliably Product available to the Customer online as a software-as-a-service (SaaS) product.
Reliably shall, during the term of this Contract, provide the Reliably Product and make available the Documentation to the Customer on and subject to the terms of this Contract.
Reliably shall use commercially reasonable endeavours to make the Reliably Product available 24 hours a day, seven days a week. However, the Customer acknowledges and agrees that the Reliably Product may sometimes be unavailable due to:
Reliably will provide the Customer with the applicable support services set out in the Order Form and in accordance with Reliably's Support Services Policy in effect at the time (as amended by Reliably from time to time).
The Customer shall own all right, title and interest in and to all:
The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.
Reliably shall follow its archiving procedures for Customer Data and Experiment Data as set out in its Back-Up Policy which is available on request, as such document may be amended by Reliably in its sole discretion from time to time. In the event of any loss or damage to Customer Data or Experiment Data, the Customer's sole and exclusive remedy against Reliably shall be for Reliably to use reasonable commercial endeavours to restore the lost or damaged Customer Data or Experiment Data from the latest back-up of such Customer Data or Experiment Data maintained by Reliably in accordance with the archiving procedure described in its Back-Up Policy. Reliably shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data or Experiment Data caused by any third party (except those third parties sub-contracted by Reliably to perform services related to Customer Data or Experiment Data maintenance and back-up).
By entering into this Contract the Customer grants Reliably a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferrable and sub-licensable licence to use the Customer Data which is not Personal Data and the Experiment Data:
Both Parties will comply with all applicable requirements of the Data Protection Legislation (as defined in the Schedule to this Contract). This clause 9.5 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.
The parties shall comply with their obligations set out in the Schedule to this Contract.
The Customer shall at all times fully comply with the terms and conditions applicable to:
The Customer acknowledges and agrees that if the Customer fails to comply with clause 10.1, the Customer may not be able to make use of the Chaos Toolkit, the Reliably Product and / or the Reliably Services (in whole or in part) and, in those circumstances, the Customer shall remain liable to pay the Charges to Reliably in accordance with this Contract.
Reliably undertakes that:
The undertaking at clause 12.1 shall not apply to the extent of any non-conformance which is caused by use of the Reliably Product contrary to Reliably's instructions, or modification or alteration of the Reliably Product by any party other than Reliably or Reliably's duly authorised contractors or agents, or the Customer’s failure to promptly install any update, upgrade, new version or new release of the Software released by Reliably, or any other non-conformance caused by the Customer’s acts or omissions. If the Reliably Product does not conform with the foregoing undertaking, Reliably will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 12.1. Notwithstanding the foregoing, Reliably:
This Contract shall not prevent Reliably from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Contract.
Reliably warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Contract.
The Customer shall:
Whilst Reliably may provide the Customer with advice, recommendations and other services related to the Experiments, the Customer agrees that:
The Customer warrants and represents on an ongoing basis that:
The Customer shall indemnify Reliably for all claims, costs, damage and expenses (including reasonable legal expenses) incurred by Reliably as a result of the Customer’s breach of clause 13.3.
The Customer acknowledges that:
The Customer shall pay Reliably the Charges set out in the Order Form (or, if not set out there, Reliably’s standard charges for the Reliably Product and the Reliably Services).
Reliably shall invoice the Customer for the Charges at the frequency set out in the Order Form (or, if not set out there, monthly in advance) and the Customer shall pay Reliably the Charges within 14 days of the date of the invoice.
If Reliably has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Reliably, Reliably may:
All amounts due under this Contract:
Reliably shall be entitled to increase the Charges at the start of each Renewal Period upon at least 120 days' prior written notice to the Customer.
The Customer acknowledges and agrees that Reliably and/or its licensors own all Intellectual Property Rights in the Reliably Product, the Reliably Services, the Software and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Reliably Product, the Reliably Services, the Software or the Documentation.
Reliably confirms that it has all the rights in relation to the Reliably Product, the Reliably Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Contract.
Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Contract. A Party's Confidential Information shall not be deemed to include information that:
Subject to clause 17.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation and operation of this Contract.
Each Party shall ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees, consultants or agents in violation of the terms of this Contract.
A Party may disclose the other’s Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
The Customer acknowledges that details of the Reliably Product, the Reliably Services, the Software, the Documentation and the Charges are all part of Reliably's Confidential Information.
The Customer acknowledges that notwithstanding this clause 17:
Reliably shall indemnify the Customer for and against any claim that the Reliably Product infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, provided that:
In the defence or settlement of any claim, Reliably may procure the right for the Customer to continue using the Reliably Product, replace or modify the Reliably Product so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days' notice to the Customer without any additional liability or obligation to pay damages or other costs to the Customer.
In no event shall Reliably, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
This clause 18 states the Customer's sole and exclusive rights and remedies, and Reliably's (including Reliably's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Except as expressly set out in this Contract:
Nothing in this Contract limits or excludes the liability of either Party:
Subject to clause 19.2:
This Contract shall commence on the Commencement Date.
This Contract shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either Party notifies the other Party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period in which case this Contract shall terminate at the end of the Initial Subscription Term or the relevant Renewal Period (as applicable).
Either Party may terminate this Contract with immediate effect by giving written notice to the other Party if:
On termination of this Contract for any reason:
Except for the non-payment of any sums due under this Contract, neither Party shall be liable to other Party under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.
Any notice required to be given under this Contract shall be in writing and shall be delivered:
A notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in between Normal Business Hours, at 9am on the first Business Day following delivery). A notice sent by first-class post shall be deemed to have been received 3 Business Days after posting. A notice sent by email shall be deemed received on the next Business Day after it is sent provided a “failed transmission” or “out of office” notification is not received.
No variation of this Contract shall be effective unless it is in writing, on paper, headed “contract variation”, and signed by a director of each Party.
No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy.
This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter and formation. Each Party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
The Customer shall not, without the prior written consent of Reliably, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract. Reliably may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
This Contract does not confer any rights on any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
The following definitions shall apply in this Schedule in addition to the definitions set out at clause 1 of the main body of this Contract.
“Data Protection Legislation” means all applicable laws relating to the processing of Personal Data including the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) and the Data Protection Act 2018.
“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” as defined in the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation:
The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Reliably for the duration and purposes of this Contract.
Reliably shall, in relation to any personal data processed on behalf of the Customer:
The Customer consents to Reliably appointing third-party processors. Reliably shall inform the Customer of any changes to the third-party processors so the Customer has a reasonable opportunity to object to the change. Reliably shall enter into a written agreement with the third-party processor incorporating terms which are substantially similar to those set out in this Schedule. As between the Customer and Reliably, Reliably shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this paragraph.
|The scope and purpose of the processing||THE PROCESSING OF PERSONAL DATA IN CONNECTION WITH THE DELIVERY OF CHAOS ENGINEERING SOFTWARE AND SERVICES TO THE CUSTOMER.|
|The nature of the processing||THE NATURE OF THE PROCESSING WILL INCLUDE THE TRANSMISSION, RECEIPT, STORAGE, USE, VIEWING AND DELETION OF THE PERSONAL DATA.|
|The duration of the processing||THE DATA WILL BE RETAINED FOR THE PERIOD NEEDED TO FULFIL THE CONTRACT AND FOR A SHORT PERIOD AFTERWARDS TO ALLOW IT TO BE RETURNED OR DELETED.|
|The types of personal data||THE PERSONAL DATA WILL BE THE NAMES, EMAILS ADDRESSES, TELEPHONE NUMBERS OF THE AUTHORISED USERS AND OF OTHER DATA SUBJECTS WHOSE DATA IS DISCLOSED TO RELIABLY IN CONNECTION WITH THE CUSTOMER’S USE OF THE RELIABLY PRODUCT AND / OR THE RUNNING OF EXPERIMENTS.|
|Categories of data subject||AUTHORISED USERS, THE CUSTOMER’S OTHER STAFF WHOSE DATA IS PROCESSED IN CONNECTION WITH THE CUSTOMER’S USE OF THE RELIABLY PRODUCT AND / OR THE RUNNING OF EXPERIMENTS, AND POSSIBLY THE CUSTOMER’S END-CLIENT’S STAFF WHOSE DATA IS PROCESSED IN CONNECTION WITH THE CUSTOMER’S USE OF THE RELIABLY PRODUCT AND / OR THE RUNNING OF EXPERIMENTS.|