Cloud Computing Access Terms and Conditions

Newcastle University Cloud Innovation Centre; Cloud Computing Access Agreement

PLEASE READ THESE TERMS AND CONDITIONS OF ACCESS CAREFULLY. BY SIGNING THIS AGREEMENT YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, HAVE THE LEGAL CAPACITY TO, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

1. Introduction

The Cloud Innovation Centre (CIC) is a joint initiative between Newcastle University and Newcastle City Council, aimed at equipping regional organisations with the skills and tools necessary to exploit the benefits of cloud technologies and big data analytics. The CIC will apply the knowledge and expertise from its world leading research base to help accelerate regional growth, support skills improvement through knowledge transfer, innovation and new business creation through research and development and acting as a test-bed for new applications and service delivery models.
Access to the Platforms (as defined below) is freely available to public or private sector organisations, and is dispensed at the University’s discretion (subject to availability), provided that the intended use satisfies the following criteria;
(a) the project must be concerned with the use of cloud technologies and/or the exploitation of large amounts of data; must be innovative, at least with respect to the organisation;
(b) the organisation must be based, or at least actively operating in the North-East of England.
(c) the organisation must not directly generate revenue from access granted to the Platforms.
The Platforms are not intended to be a free alternative to commercial hosting, rather are intended to stimulate the market for cloud and big data technologies to the benefit of all, including commercial hosting businesses. Projects providing benefit to the public, or to a range of business across the North-East, will be given priority.

2. Definitions

As used in this Agreement, the following terms shall have the following meanings;
Acceptable Use Policy: as set out in Annex 1 to this Agreement, as may be amended and/or updated from time to time;
Azure Cloud: Microsoft’s Azure cloud platform (“Azure”), access to which may be granted via the award of voucher(s);
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998;
Newcastle Cloud: a private cloud platform hosted within Newcastle University;
Newcastle University or the University: the University of Newcastle upon Tyne, with offices at King’s Gate, Newcastle upon Tyne, NE1 7RU;
OpenStack: a free and open-source cloud-computing software platform;
Participating Organisation, You, Your, Yours: the organisation as named on page 4;
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Company is the Data Controller and in relation to which the Processor is providing services under this Agreement;
Platforms: the Newcastle Cloud and Azure Cloud collectively; and
Project: the purpose for which the Participating Organisation wishes to access the Platform(s), as further detailed in Annex 2 to this Agreement.

3. Grant of Rights

In consideration of Your compliance with the reporting requirements in clause 10, the University grants You the right to access the Platform(s), to the value as stated in Annex 2, for the purpose of carrying out the Project; always subject to Your compliance with the terms and conditions of this Agreement.
4. Accessing the Newcastle Cloud
4.1 Your access to and use of the Newcastle Cloud is at all times subject to Your compliance with the Acceptable Use Policy.
4.2 The Newcastle Cloud operates on OpenStack. OpenStack is provided under Apache licence version 2.0. Your use of OpenStack is subject to compliance with the Apache licence. You can obtain a copy of the Apache license at http://www.apache.org/licenses/LICENSE-2.0.
4.3 You hereby acknowledge, that for the purposes of the Data Protection Act 1998, the Participating Organisations is the Data Controller in respect of any Personal Data which You opt to store or process via the Newcastle Cloud.
4.4 Your data /content shall at all times remain Your property.
4.5 Nothing in this agreement shall transfer any intellectual property rights whatsoever. All pre-existing intellectual property rights shall remain the property of the party introducing the same, and all intellectual property rights arising as a result of the Project shall vest in the party generating the same.
4.6 The University shall provide You with log on and password details in order to access the Newcastle Cloud. You shall keep the log on and password details secure at all times and in no event shall You disclose the log on or password details to any third party.
4.7 If, in the course of using the Newcastle Cloud You obtain or access any information belonging to the University which may be deemed to be of a commercial or sensitive nature, You shall inform the University, You shall treat such information as confidential at all times and You will not disclose such information to any third parties.
4.8 The University shall have no responsibility for and does not guarantee the integrity, completeness or availability of the Newcastle Cloud or any of Your data stored on the Newcastle Cloud. You are responsible for independent back up of all data stored using the Newcastle Cloud. You hereby agree to assume all risk of loss of such data, whether on Your equipment or the Newcastle Cloud.
4.9 Although the University does not regularly monitor the use of the Newcastle Cloud by any particular user, it reserves the right to do so if the University, in its sole discretion, determines there may be misuse or failure to comply with the Acceptable Use Policy.
4.10 The University reserves the right to restrict and or terminate Your access to the Newcastle Cloud at any time at its discretion.

5. Accessing the Azure Cloud

You hereby agree and acknowledge that, in the event that the University provides You with a voucher (or vouchers) enabling You to access the Azure Cloud, Your access to the Azure Cloud is all times subject to any terms and conditions imposed by Microsoft. The University does not give any warranty or representation with regards to the Azure Cloud and hereby expressly excludes, to the fullest extent permissible by applicable law, all liability in respect of Your access to or use of the Azure Cloud.

6. Access to Skills and Expertise

The University will provide a basic level of introductory training, intended to enable IT-competent staff from the Participating Organisation to operate the Newcastle Cloud.

7. No warranty

The University does not make any specific promises regarding the Platforms nor any data or applications executing, or data held , on the Platforms, and hereby expressly excludes, to the fullest extent permissible by applicable law, all warranties, express or implied, including without limitation, all warranties relating to;
(a) merchantability or fitness for a particular purpose;
(b) specific functions or content of the Platforms or their reliability, availability or ability to meet Your needs. The Newcastle Cloud is provided ‘as is’ and ‘as available’;
(c) security of, uninterrupted use of, loss or corruption of data; or
(d) the use of or results of the use of the Platforms; and
if applicable law does not allow the exclusion of certain warranties, certain of the above exclusions may not apply to You.

8. Limitation of liability

8.1 To the maximum extent permissible under any applicable law, except for any liability for the University’s fraud, fraudulent mispresentation or negligence, in no event will the University be liable for:
(a) any indirect, special, incidential, punative, exemplary or consequential loss or damages; or
(b) any loss of use, data, business, or profits;
regardless of whether or not the University has been warned of the possibility of such loss or damages.
8.2 Additionally, the University will not be liable for aggregate liability for all claims relating to the Newcastle Cloud for more than £50 (fifty pounds).
8.3 If applicable law does not allow the exclusion of certain liabilities, certain of the above exclusion may not apply to You.

9. Choice of Law or Venue

The Newcastle Cloud is managed from University offices in England, and the University makes no representation that the Newcastle Cloud is appropriate or available for use in any other location. If You choose to access the Newcastle Cloud from other locations, You do so at Your own discretion and shall be responsible for compliance with all local laws, if and to the extent that local laws are applicable. All matters with regards to this Agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by English law and You hereby agree to the exclusive jurisdiction of the English courts.

10. Reporting

You agree to provide the University with a brief written Project report following Project completion. The University has provided a report template in Annex 3 for this purpose.

11. Publicity and Public Relations

Newcastle University may occasionally wish to make reference to a Project, including the participating Organisation name and business, for the purposes of publicising and promoting the CIC, and in Research Excellent Framework Impact Case Studies. Any such statements or releases relating to a Project will only be issued with the Participating Organisations’ prior agreement.

12. Changes to terms

The University may vary these terms and conditions from time to time. You will be notified of the modified terms and conditions if Your Project is live at the time of modification. Continued use of the Newcastle Cloud after the effective date of the notification shall constitute acceptance of the modified terms and conditions.

13. Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without the University’s prior written approval.

14. Waiver

The University does not waive any of its rights under this Agreement by delaying to exercise its rights, or only exercising part of its rights at any time.

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Cloud Innovation Centre
Digital Institute
The Core, Science Central, Bath Lane
Newcastle upon Tyne
NE4 5TF

T: 0191 208 4147
E: enquiries@cloudinnovationcentre.com

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Cloud Innovation Centre
Digital Institute
The Core, Science Central, Bath Lane
Newcastle upon Tyne
NE4 5TF