1. Supplier Obligations:
   
   1. Supplier shall provide Billing of CloudM Products to the Customer from the Services Start Date for the Term specified in the relevant Ordering Document.
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2. Customer Obligations:
   
   1. The Customer: 
      
      1. shall promptly provide the Supplier and / or CloudM with information about End Users that the Supplier and / or CloudM reasonably requests to effectively manage and enforce the End User Terms;
      2. acknowledges that CloudM and / or the Supplier may monitor usage of the SaaS Modules. If the Customer’s use (or that of its End Users or Authorised Users) exceeds the number of licences or subscriptions set out in the relevant Ordering Document, or includes access to additional SaaS Modules not included in the Ordering Document (“Additional Licences”), the Customer shall be liable for all additional fees applicable at CloudM’s then current list price, which the Supplier may invoice to the Customer;
      3. shall comply and ensure that End Users and Authorised Users comply with the End User Terms and Applicable Laws;
      4. shall be bound by any usage levels, conditions, restrictions, special terms or such other relevant terms set out in the Ordering Document; 
      5. shall, if applicable, comply with the Statement of Work for any CloudM Services being purchased; 
      6. shall install, configure and/or access the SaaS Modules and Migrate Modules solely in accordance with the Documentation and/or CloudM’s instructions; and
      7. shall ensure that End Users and Authorised Users accept the applicable End User Terms prior to accessing the relevant CloudM Product.
3. General 
   
   1. CloudM shall use commercially reasonable efforts to make the SaaS Modules available 24 hours a day, seven days a week, except for any planned or unscheduled maintenance, as notified by CloudM by posting a notice at https://cloudm.instatus.com/. 
   2. Unless otherwise set out in the relevant Order Form, the Supplier shall invoice the Customer annually in advance. 
   3. Where the Customer enters into an Annual or Multi-Year Term for the Modules, the relevant Ordering Document shall automatically renew at the end of the relevant Term, for consecutive periods of 12 months ("Renewal Term") unless either party provides no less than 30 days written notice of non-renewal prior to the end of the relevant Term or Renewal Term. For any Renewal Term, the Modules shall be charged at the then-current CloudM list price and shall be renewed at the quantity of licences the Customer is currently contracted to (which includes Additional Mid-Term Purchases).
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4. Definitions 
   
   1. The following definitions apply in these Product Specific Terms:
      
      Annual: means from the Services Start Date a term of 12 calendar months.
      
      Authorised Users: means a person contractually connected to the End User in the form of an employee, contractor, agent or consultant who is authorised by the End User to access the Module(s) and/or has been appointed by the End User to the Customer Project Team under a Statement of Work. 
      
      Applicable Laws: any statute, statutory provision or subordinate legislation or any regulations, mandatory rules or guidance issued by any authority or regulatory body having jurisdiction over the applicable party.
      
      Billing of CloudM Products: means the Supplier's services in reselling, provisioning, billing for the CloudM Products to the Customer.
      
      CloudM: means CloudM Software Limited, the developer and owner of the CloudM Products.
      
      CloudM Products: means the CloudM Products listed at Schedule 1 which includes SaaS Modules, Migrate Modules and Services and such other modules or services that may be offered by CloudM from time to time.
      
      Documentation: the documentation set out in CloudM’s knowledge base available at https://support.cloudm.io/hc/en-us, as amended or updated from time to time.
      
      End User: the Customer who has purchased Module(s) subscriptions and/or Service(s) for its internal use. 
      
      End User Terms: means the End User Term listed at Schedule 1, as may be replaced, amended or supplemented by CloudM on notice to the Supplier from time to time.
      
      Multi-Year: means from the Services Start Date a term of multiple years as specified in the Order Form.
      
      Statement of Work: the statement of work for Migrations Services or Implementation Services, as applicable, or any other statement of work entered into between the Supplier and the Customer for the provision of CloudM Services.
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Schedule 1 - CloudM Products and applicable End User Terms
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