DISX® AIR
Streamlined secure collaboration and communications at the OFFICIAL Tier
DISX Air Terms and Conditions
Version 1.0
1. DEFINITIONS
The following definitions and rules of interpretation apply in this Agreement, together with words shown in bold throughout this Agreement:
| Agreement | Refers to the DISX Air Terms and Conditions governing the access and use of this service. |
| Provider | Refers to Logiq Consulting Limited of Unit 3 The Powerhouse Great Park Road, Bradley Stoke, Bristol, England, BS32 4RU with registered company number 11307972, the entity providing DISX Air. |
| Customer | the party who is the recipient of the DISX Air services. |
| DISX Air | Refers to the services provided by the Provider. |
| Authorised User | Refers to an individual authorised by the Customer to access and use DISX Air on their behalf. |
| Account Working Day Intellectual Property Rights | Refers to the Customer’s registered account required to access and use DISX Air. a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business and the period is from 9.00 am to 5.00 pm on the day. patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
| Device Set-up Services | the configuration and maintenance of suitable configuration of a device capable of accessing the DISX Air Service. |
| Customer Systems | any software, systems, technologies, platforms, code, equipment, tools, infrastructure, cabling or facilities, provided by or used by the Customer, its agents, subcontractors or consultants which is directly or indirectly subject to the Services including any such items specified in writing by Logiq from time to time. |
| Service Level Agreement | The clause marked as such which indicates the standard service levels which Logiq will provide to the Customer in relation to DISX Air Service. |
| Data Protection Legislation | all applicable data protection legislation in force from time to time in the UK including the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 2018, the UK-GDPR each as applied or varied by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit). |
| Applicable Laws | all applicable laws, statutes, regulation and codes from time to time in force. |
| Effective Date Purchase Date | the start date of the DISX Air Service as determined by this agreement. The date when the DISX Air Service has been purchased. |
| Anniversary Date | Means the date when the agreement shall be renewed following the 12-month initial contract period. |
| Duration | the initial period of time for which DISX Air service is being provided as specified in Clause 2. |
| Malware | includes any malicious code, trojan, worm, lock, authorisation key or similar device that impairs or could impair the operation of DISX Air. |
| Fees | Refers to the fees payable by the Customer for the use of DISX Air. |
1.1 Headings, titles and words shown with a grey background are for reference and explanation purposes only and shall not affect the interpretation of this Agreement.
1.2 References to clauses are to the clauses of this Agreement;
1.3 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 all genders.
1.4 A reference to a statute is a reference to it as amended, extended or re-enacted from time to time and all subordinate legislation made from time to time under that statute.
1.5 A reference to writing or written includes email but not fax, instant messaging or any internet messaging platform or service.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 Nothing in this Agreement shall prevent Logiq from entering into similar agreements with third parties, or from developing, using, selling or licensing products or services which are similar to those provided under this Agreement to any third party.
1.8 These Terms and Conditions (‘’Agreement’’) govern the access to and use of DISX Air as a service provided by Logiq Consulting (‘’Provider’’) to the Customer. By accessing or using DISX Air, you agree to be bound by this Agreement. If you do not agree with these terms, you should not use DISX Air.
2. SCOPE OF SERVICE
2.1 Logiq grants the Customer a non-exclusive, non-transferable right to access and use DISX Air in accordance with the terms of this Agreement and the Proposal effective for a period of 12 months from the Effective date.
2.2 Any future service requests and/or Authorised User uplifts will be deemed as amendments to this Agreement and such amendments will be aligned to current contract term.
3. USER ACCOUNTS
3.1 To access and use DISX Air, the Customer must create an account by providing accurate and complete registration information as requested by the Provider within 5 working days of purchasing the service.
3.2 Logiq reserves the right to suspend or terminate access to the DISX Air service if the registration information has not been submitted in the requested timeframe, if there is a reasonable belief that unauthorised access or use has occurred and if the Customer fails any required pre-usage checks.
3.3 The Customer is responsible throughout the whole contract period for maintaining the required Security Clearances as requested at the registration stage, ensure the confidentiality of account credentials and for all activities that occur under their account. Failure to maintain the required clearances will result in the service being suspended or terminated.
3.4 The Customer is responsible for informing Logiq as soon as reasonably possible if there is a change in user Security Clearance or if the Customer wishes to update, remove or replace an existing onboarded Authorised User. This will result in the Customer incurring an additional onboarding fee for a new Authorised User as agreed.
4. CUSTOMER OBLIGATIONS
4.1 The Customer will:
a) co-operate with Logiq in all matters relating to the DISX Air Services;
b) except as identified by the Customer or Logiq prior to the provision of Services, ensure that all the Customer Systems are in good working order and suitable for the purposes for which it is used;
c) ensure that Customer Systems complies with any specifications provided by Logiq from time to time and to be, to the extent permitted by law. The Customer is responsible for procuring, maintaining and securing its network connections links from its system to Logiq’s systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections links or caused by the internet;
d) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Logiq to provide the DISX Air Services, including in relation to the installation of the Logiq Equipment the use of all Customer Materials and the use of the Customer Systems, in all cases before the date on which the Services are to start;
e) keep, maintain and insure the Logiq Equipment in accordance with Logiq’s instructions from time to time and not dispose of or use Logiq Equipment other than in accordance with Logiq’s written instruction or authorisation;
f) comply with all Applicable Laws.
4.2 The Customer shall not access, store, distribute or transmit any Malware, or any material during the course of its use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) depicts child abuse;
e) promotes unlawful violence;
f) promotes terrorism or extremism;
g) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
h) is otherwise illegal or causes damage or injury to any person or property;
i) and Logiq reserves the right, without liability or prejudice to its other rights, to disable the Customer’s access to any material and/or to refuse to upload any material that breaches the provisions of this clause or any Applicable Laws.
4.3 The Customer shall not act in any way which, in Logiq’s reasonable opinion, could:
a) materially affect the quality of any or all of the DISX Air Services;
b) bring Logiq’s name, or the name of any third party used by Logiq to assist with the performance of the DISX Air Services, into disrepute.
4.4 If Logiq’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Logiq shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer. If such delay has caused Logiq’s inability to perform its obligations under this Agreement then Logiq shall not be held liable for such inability to perform any or all of the Services.
4.5 Except as specifically allowed for by law or within this Agreement the Customer shall not, (and shall not attempt to);
a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the DISX Air Services in any form or by any means; or
b) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the DISX Air Services; or
c) access all or any part of the DISX Air Services in order to build a product or service which competes with the DISX Air Services; or
d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the DISX Air Services available to any third party except the Authorised Users, or
e) attempt to obtain, or assist third parties in obtaining, access to the DISX Air Services; or
f) perform stress tests or similar load testing.
5. PROVISION OF HARDWARE
5.1 The Provider agrees to supply, upon mutual agreement and in accordance with the terms specified in this Agreement, the necessary hardware or equipment to enable the effective use of the DISX Air Service.
5.2 The Customer acknowledges that title shall pass on payment of the Price for that hardware and risk shall pass on receipt of the Customer Devices.
5.3 Additionally, the hardware provided may come with a manufacturer’s warranty. Any warranty claims shall be processed in accordance with the terms and conditions set forth by the manufacturer and the Provider will not be made liable for any hardware failure.
5.4 Where the Customer provides their own Customer Devices;
a) the Customer warrants and undertakes that it has the right to provide the Customer Devices to Logiq and to authorise the use of these devices in the provision of the DISX Air Service;
b) it is the Customers sole responsibility to ensure that the Customer Devices meets the requirements;
c) all title and risk vests with the Customer in the Customer Devices at all times;
d) the Customer shall purchase the equipment as specified on the Provider’s website or as otherwise agreed with Provider;
e) The Customer acknowledges that the Customer Devices must be kept up to date with updates to Software and the functionality of the DISX Air service may be impeded or access to the DISX Air suspended where Customer Devices does not meet the requirements as set out by Logiq from time to time; and
f) the Customer Devices must be provided to Logiq (in accordance with any instructions provided by Logiq) in order for Logiq to conduct the Device Set-up Services. For the avoidance of doubt this clause does not apply where Logiq do not provide the Device Set-up Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The DISX Air service and all related intellectual property rights are owned by Logiq or its licensors.
6.2 The Customer acknowledges that no ownership rights are transferred by using DISX Air, and agrees not to reproduce, modify, distribute, or create derivative works based on DISX Air.
7. DATA PROTECTION
7.1 Logiq may collect and process personal data in accordance with applicated data protection laws and its Privacy Policy.
7.2 The Customer grants Logiq the right to access and use Customer data solely for the purpose of providing and proving the DISX Air service.
7.3 The parties acknowledge that:
a) if Logiq processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Customer is the controller and Logiq is the processor for the purposes of the Data Protection Legislation.
b) it is the Customer’s sole responsibility to set out the scope, nature, purpose and duration of the processing and the types of personal data and categories of data subject.
7.4 With regards to the services provided by Logiq to the Customer under this agreement, it is agreed that the Customer will be identified as the Data Controller and Logiq will be identified as the Data Processor.
7.5 Logiq acknowledges that it acts solely as a Data Processor and not as a Data Controller in the context of the services provided under this Agreement. As such, Logiq agrees to process Personal Data on behalf of the Data Controller strictly in accordance with the terms outlined herein, ensuring data confidentiality, security and compliance with applicable data protection laws and regulations.
7.6 Logiq is committed to assisting the Data Controller in fulfilling its data protection obligations, promptly notifying the Data Controller of any data breaches, and facilitating audits to ensure compliance.
7.7 Logiq shall neither transfer Personal Data to third parties without the Data Controller’s consent nor retain such data beyond the agreed-upon duration, unless required by law.
7.8 This Data Protection clause shall remain in effect throughout the duration of the agreement and any subsequent renewals, as mandated by applicated data protection laws.
8. PAYMENTS & FEES
8.1 The Customer shall be charged the annual Fees based on the Service Price List published at the time of purchase for the use of DISX Air.
8.2 The Provider reserves the right to modify the Fees upon giving written notice to the Customer.
9. LIMITATION OF LIABILITY
9.1 Logiq shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with the use or performance of DISX Air.
9.2 The Customer assumes sole responsibility for its use of the DISX Air and Logiq shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Logiq by the Customer in connection with the DISX Air services.
9.3 Logiq shall not be liable to any direct, indirect, incidental, consequential or accidental damage in relation to Customer Devices.
9.4 Logiq makes no warranties or representations, express or implied, regarding the DISX Air service, including but not limited to its fitness for a particular purpose or non-infringement.
9.5 The Parties acknowledge that, to the fullest extent permitted by applicable law, Logiq shall not be liable for any loss, corruption, or unauthorised access to data, including but not limited to Personal Data, stored or processed as part of the services provided under this Agreement.
10. MODIFICATIONS
10.1 Logiq may modify this Agreement from time to time by posting the revised terms on its website or notifying the Customer by email if any changes occur.
10.2 Continued use of DISX Air after the Effective Date of any modifications constitutes acceptance of the modified terms.
11. RENEWAL & TERMINATION
11.1 The Provider will give 60 days written notice ahead of the anniversary date of the agreement to inform the Customer that the DISX Air service shall auto-renew on the first anniversary date and the service shall continue to be provided unless and until the Customer;
a) requests cessation or suspension of the DISX Air service (subject to Logiq’s approval); or
b) terminates the Agreement in accordance with this clause.
11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect on no less than 60 days written notice if:
11.2.1 the other party:
a) commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
b) repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
c) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
d) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.3 For the purpose of clause 11.2, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:
11.3.1 a substantial portion of the Agreement; or
11.3.2 any of the obligations set out in clauses 2(Scope),3(User Accounts),4(Customer Obligations),5(Provision of hardware),6(IPR),7(Data Protection),9 (Payment and Fees), 9(Limitation of Liability), 10(Modifications), 15(Additional Services) over the term of the Agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
11.4 Logiq may terminate this Agreement:
a) on no less than 30 days’ written notice.
b) if there is a change of control of the Customer. The Customer undertakes and agrees to inform Logiq immediately of any changes in control of the Customer and of any change in the Customer’s organisation or method of doing business which might affect the performance of either party’s obligations under this Agreement.
11.5 For the avoidance of doubt, this Agreement shall continue in full force and effect as long as there is a valid Agreement with an active (including a renewed) Duration in place.
11.6 Upon termination, the Customer’s access to DISX Air will be disabled, and the Customer shall cease all use of DISX Air.
11.7 Termination shall not relieve the Customer’s obligation to pay any Fees owed to Logiq in relation to this Agreement.
12. REFUNDS
12.1 The Customer has the right under this Agreement to request a refund for the DISX Air Service within a five (5) calendar day Refund Period starting from the Effective Date.
12.2 To be eligible for a refund, the Customer must notify the Provider in writing during the Refund Period and provide adequate proof of subscription. Refunds, if approved, will be issued for the full subscription fee, excluding any ancillary charges and build of the Customer Device. The refund will be processed via the original payment method within fourteen (14) calendar days from the date of the valid refund request.
12.3 This clause does not encompass the services rendered beyond the Refund Period, services provided by third parties, or refund requests made after the expiration of the Refund Period.
12.4 In the event that the Customer does not pass the required registration checks, an automatic refund will be issued within fourteen (14) calendar days of the purchase. Logiq reserves the right to deduct any administrative fees associated with conducting the user registration.
12.5 The Agreement shall continue to govern services not subject to refund, and any modifications to this Clause necessitates written consent from both Parties.
13. GOVERNING LAW & JURISDICTION
13.1 The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts.
13.1 Each party shall bear its own costs and expenses related to any arbitration or legal proceedings.
14. DISPUTE RESOLUTION
14.1 If a dispute arises out of or in connection with the Agreement or any part of it or the performance, validity or enforceability of the same (Dispute) then the parties shall follow the procedure set out in this clause:
a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, Customer Point of Contact and Logiq Point of Contact shall attempt in good faith to resolve the Dispute;
b) if the Customer Point of Contact or Logiq Point of Contact are for any reason unable to resolve the Dispute within 15 days of service of the Dispute Notice, the Dispute shall be referred to the directors (or equivalent) of the Customer and Logiq who shall attempt in good faith to resolve it; and
c) if the parties’ directors (or equivalent) are for any reason unable to resolve the Dispute within 15 days of it being referred to them, the parties will attempt to settle it by mediation and the parties must agree on a mediator within 15 days. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting mediation. The mediation will start not later than 90 days after the date of the ADR notice.
14.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 10 which shall apply at all times.
15. ADDITIONAL SERVICES
15.1 Under this Agreement, the Customer has the option to procure supplementary services, as offered on the Provider’s website, and as long as the DISX Air service has been purchased.
15.2 The Provider shall present the Customer with a clear description of the supplementary services, including scope, duration, and associated costs, as published on the website.
15.3 Upon the Customer’s selection of these additional services and the completion of the payment process either through the website’s designated portal or manually by invoice, the Provider shall promptly initiate the provision of said services.
15.4 Such additional services may be purchased by the Customer subject to the terms and conditions of this Agreement.
15.5 This clause serves to facilitate the acquisition of additional services available for purchase on the Provider’s website while preserving the integrity of the initial Agreement.
16. SERVICE LEVEL AGREEMENT
| Target Availability | 95.00% | ||
| Service Level Agreement – Incident Management | Response | Resolution | |
| P1 | 1 Working Day | N/A | |
| P2 | 1 Working Day | N/A | |
| P3 | 1 Working Day | N/A | |
| P4 | 1 Working Day | N/A | |
17. ENTIRE AGREEMENT
17.1 This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.