The Services, How it Works and the Contract between You and Us

Who we are

Rinocloud Limited is a private limited company incorporated in Ireland under registered company number 581277 and having its registered office address at Denis Crowley & Co., Unit 6, Riverside Grove, Riverstick, Co. Cork, Ireland (“we” and cognate phrases such as “us” and “our” shall be construed accordingly). Our registered VAT number is 3433185KH.

The Terms and Conditions

These terms and conditions of service (these “Terms”) are the terms and conditions pursuant to which we contract with our customers (“you” and cognate phrases such as “your” shall be construed accordingly) to supply you with software services via our website or any other website notified to you by us from time to time (the “Services”).

The Contract

Please read these Terms carefully as they tell you who we are, how we will provide Services, your rights and obligations in respect of the Services and other important information relating to the contract between you and us in respect of the Services.

You understand and agree that by accessing or using the Services, you will be bound by these Terms together with each of the following statement and policies, which are incorporated by reference into these Terms as if set out fully in these Terms:

  • our Privacy Statement;
  • our Cookie Policy; and
  • our Pricing Policy.

In the event of any conflict between these Terms and the above mentioned statement and policies, these Terms shall prevail.

If you do not agree with these Terms, we are not willing to license to you and you may not use the Services.

How the Services Work

The Services save a copy of each file that is automatically selected for storage and other files that you designate for storage and/or backup (your “Stored Data”) to a server that is operated by Amazon or to other storage facilities from time to time. The Services automatically scan for changes or additions to the Stored Data and then periodically re-save a copy or a part of a modified file or create a copy of a newly designated file. For a complete list of the files that the Services are backing-up for you, please refer to the web console. You can check whether the Service are backing-up specific files by going to the activity timeline located in your computer.

If you are unable to locate your file, the Services are not backing-up that file. Your Stored Data may not be available or restorable if: (i) the Services have not completed copying your selected files or changed files; (ii) for files, folders, or disk drives that are not automatically stored, you do not manually select them for storage, or you unselect a file for storage; (iii) you delete a person from your subscription account; (iv) you move a file to a location on your computer that is not automatically scanned to select files for storage or you upgrade your operating system resulting in changes to your file mapping; (v) your computer is unable to access the internet; (vi) you fail to follow our technical requirements, including upgrading the version of your services products as required; or (vii) your license to use the Services is terminated in accordance with these Terms or you fail to renew your subscription for the Services.

  1. Interpretation
    • 1.1 Definitions: In these Terms:

Appropriate Security Measures” means appropriate security measures required by Data Protection Law to protect against unauthorised access to, alteration, disclosure or destruction of Customer Data and against its accidental loss or destruction and, in particular, where the processing involves the transmission of Customer Data over a network, it shall mean having regard to the state of technological development and the cost of implementing the measures, ensuring that the measures provide a level of security appropriate to:

(a) the risks that are presented by the processing;

(b) the harm that might result from unauthorised or unlawful processing, accidental or unlawful destruction or accidental loss of or damage to the Customer Data concerned; and

(c) the nature of the Customer Data;

Authorised Users” means your employees, agents and independent contractors who are authorised by you to use the Services;

Confidential Information” means, in relation to our or your obligations under these Terms, non-public information that is proprietary or confidential to either us or you and is either clearly labelled as such or identified as Confidential Information;

Customer Data” means the data inputted by you or Authorised Users in the course of your use of the Services. You retain control over the content of the Customer Data and as such the types of personal data that may constitute the Customer Data cannot be categorised by us. However, we have assumed for the purposes of these Terms that your Customer Data may include personal data;

Data Protection Acts” means the Data Protection Acts 1988-2003, as amended, revised, modified or replaced from time to time;

Data Protection Law” means all legislation and regulations relating to the protection of personal data including (without limitation) the Data Protection Acts, the GDPR (when the GDPR comes into force in Ireland) and all other statutory instruments relating to the processing of personal data or privacy or any amendments and re-enactments thereof;

Effective Date” means the date on which you are given access to the Services by us;

Enhancements” shall have the meaning given in Clause 6.3(a)(i);

GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679);

  • Loss” includes any demand, claim, proceeding, suit, judgement, loss, liability, cost, expense, fee, penalty or fine;
  • Nature and Purpose of the Processing” means the facilitation by us on our infrastructure of the collection, recording, storage, retrieval, use, combination, erasure or destruction of Customer Data for the purpose of providing the Services to you;
  • Personnel” means those of our employees to whom disclosure of Customer Data is necessary for the provision of the Services;

Software” means the software applications provided by us as part of the Services;

Subscription Fees” means the subscription fees payable by you to us for the User Subscriptions, as set out in our Pricing Policy;

Subscription Term” has the meaning given in Clause 12.1;

Support Services Policy” means our policy for providing support in relation to the Services as set out in the Appendix to these Terms;

“User Subscriptions” means the user subscriptions purchased by you pursuant to these Terms which entitle Authorised Users to access and use the Services in accordance with these Terms; and

Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

  • 1.2 Construction: In these Terms, unless the contrary intention is stated, a reference to:
    • (a) the singular shall include the plural and vice versa;
    • (b) a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
    • (c) a person includes that person’s legal personal representatives, successors and permitted assigns;
    • (d) time shall be construed by reference to whatever time may from time to time be in force in Ireland;
    • (e) any agreement, document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time;
    • (f) a Clause or other provision is a reference to a Clause or provision of these Terms, and any reference to a sub provision is, unless otherwise stated, a reference to a sub provision of the provision in which the reference appears;
    • (g) ‘including’ means comprising, but not by way of limitation to any class, list or category;
    • (h) a law includes any provision of any constitution, statute, statutory instrument, order, by-law, directive, regulation or decision of any governmental entity and any judicial or administrative interpretation of any of the foregoing, in each case, as amended, revised, modified or replaced from time to time;
    • (i) any Irish legal or accounting term for any action, remedy, method of judicial proceeding, insolvency proceeding, event of incapacity, legal or accounting document, legal or accounting status, court, governmental or administrative authority or agency, accounting body, official or any legal or accounting concept practice or principle or thing shall in respect of any jurisdiction other than Ireland be deemed to include what most approximates in that jurisdiction to the Irish legal or accounting term concerned;
    • (j) ‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form; and
    • (k) ‘business day’ shall be construed as a reference to a day (other than a Saturday or Sunday) on which the banks are generally open for business in Ireland.
  • 1.3 If any ambiguity or question of intent or interpretation arises, these Terms shall be construed as if drafted jointly by you and us and no presumption or burden of proof shall arise favouring or disfavouring either you or us by virtue of the authorship of any of the provisions of these Terms.
  • 1. 4 Where any obligation in these Terms is expressed to be undertaken or assumed, that obligation is to be construed as requiring the party concerned to exercise all rights and powers of control over the affairs of any other person which it is able to exercise (whether directly or indirectly) in order to secure performance of that obligation by each such person as if that person were bound by that obligation.
  • 1.5 Headings and captions are to be ignored in the construction of these Terms.
  • 1.6 In these Terms ‘data controller’, ‘data processor’, ‘data subject’, ‘personal data’, ‘processing’ and ‘appropriate technical and organisational measures’ shall have the meanings given to them under Data Protection Law.
  1. User subscriptions
    • 2. 1 Grant of Rights: Subject to the restrictions set out in this Clause 2 and the other terms and conditions of these Terms:
      • (a) we grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for your internal business operations; and
      • (b) you may try the Services prior to paying Subscription Fees by licensing from us a trial, evaluation, demonstration or other limited version of the Services (a “Trial Version”). Your license to a Trial Version will automatically terminate upon the earlier of when:
        • (i) the trial period that we have notified to you in respect of the Trial Version ends;
        • (i) the Services are no longer available;
        • (iii) we cancel your license to use the Trial Version; or
        • (iv) your computer has not accessed the Trial Version for more than thirty (30) calendar days.
      • Prohibited Uses: You shall not access, store, distribute or transmit any Viruses, or any material during the course of your 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) promotes unlawful violence;
        • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
        • (f) in a manner that is otherwise illegal or causes damage or injury to any person or property.

You acknowledge that you are solely responsible for ensuring that your use of the Services does not infringe this Clause 2.2 and we shall not be obliged to concern ourselves with your use of the Services; however, we reserve the right, without liability or prejudice to our other rights, to terminate these Terms and disable your access to the Services if we become aware of any use by you of any material that breaches the provisions of this Clause 2.

  • 2.2 Usage Restrictions: You shall not:
    • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between you and us:
      • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
      • (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    • (b) access all or any part of the Services in order to build a product or service which competes with the Services;
    • (c) use the Services to provide services to third parties;
    • (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
    • (e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause 2.
  • 2.4 Unauthorised Use: You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
  • 2.5 Rights Limited to You: The rights provided under this Clause 2 are granted to you only, and shall not be considered granted to any of your subsidiary or holding companies.
  • 2.6 Additional User Subscriptions:
    • (a) You may, from time to time during the Subscription Term request additional User Subscriptions in excess of the number that you have for the time being in place. These can be accessed electronically.
    • (b) If your request for additional User Subscriptions is approved:
      • (i) we shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Terms; and
      • (ii) you shall pay to us the relevant fees for such additional User Subscriptions.
  1. Charges and payment
    • 3.1 Fees: The Customer shall pay the Subscription Fees to us for the User Subscriptions in accordance with this Clause 3.
    • 3.2 Payments: You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:
      • (a) your credit card details to us, you hereby authorise us to bill such credit card:
        • (i) on the Effective Date for the Subscription Fees payable by you in respect of the Subscription Term; and
        • (ii) on each anniversary of the Effective Date for the Subscription Fees payable in respect of each renewal by you of your subscription to use the Services;
      • (b) your approved purchase order information to us, we shall invoice you:
        • (i) on the Effective Date for the Subscription Fees payable in respect of the Subscription Term; and
        • (ii) at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of each renewal by you of your subscription to use the Services,

and you shall pay each invoice within 30 days after the date of such invoice.

  • 3.3 Default: If we have not received from you payment within 30 days after the due date, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
  • 3.4 Payment provisions: All amounts and fees stated or referred to in these Terms and in our Pricing Policy:
    • (a) shall be payable in EURO; and
    • (b) are exclusive of value added tax, which (if applicable) shall be added to our invoice(s) at the appropriate rate.
  • 3.5 Excess data storage fees: If, at any time whilst using the Services, you exceed the amount of disk storage space available to you and the Authorised Users, we shall charge you, and you shall pay, our then current excess data storage fees. Our excess data storage fees current as at the Effective Date are set out in our Pricing Policy.
  • 3.6 Fee increases: We shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 6 and/or the excess storage fees payable pursuant to Clause 3.5 at the start of each period that you renew your subscription to use the Services upon 30 days’ prior notice to you.
  1. Customer data
    • 4.1 Ownership: You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
    • 4.2 Status: We and you acknowledge that, in relation to Customer Data, and for the purposes of Data Protection Law, we and our sub-contractors are data processors and you are the data controller.
    • 4.3 Processing Obligations: You retain control over the content of your files that are the subject of the Services, including the Customer Data. Nonetheless, to the extent that you require us to access your Customer Data for any reason, we shall:
      • (a) only process Customer Data strictly in accordance with your documented instructions which have been given by one of your employees or officers that you have specifically identified to us for that purpose;
      • (b) if we are unable to process Customer Data in accordance with your instructions:
        • (i) notify you of such inability, to the extent permitted by applicable law; and
        • (ii) cease all processing of the affected Customer Data (other than merely storing and maintaining the security of the affected Customer Data in accordance with these Terms) until such time as you issue new documented instructions in accordance with Clause 4.3(a) with which we are able to comply;
      • (c) ensure that any processing of Customer Data by us shall be carried out in compliance with Data Protection Law;
      • (d) only process Customer Data in accordance with the Nature and Purpose of the Processing;
      • (e) only process the minimum volume of Customer Data which is strictly necessary for the performance of the Services;
      • (f) disclose Customer Data only to those Personnel to whom such disclosure is necessary for the exercise of our rights, and performance of our obligations, under these Terms;
      • (g) not sell, transfer, disclose or otherwise allow access to any Customer Data to any party other than the Personnel, save where your prior written consent has been obtained;
      • (h) subject to Clause 4.6, not copy or maintain any Customer Data on any other systems, application or other medium other than as required for the provision of the Services;
      • (i) not transfer any Data outside the European Economic Area without your prior written consent;
      • (j) make available to you all information that is reasonably necessary to demonstrate our compliance with our obligations set out in Data Protection Law; and
      • (k) at your request and expense, provide you with all information that is reasonably necessary for your to demonstrate your compliance with Data Protection Law.
    • 4.4 Implement Appropriate Security Measures: We shall implement Appropriate Security Measures in respect of any Customer Data in our custody and we shall ensure that the Personnel are aware of and comply with those measures.
    • 4.5 Data Breach:
      • (a) We shall without undue delay after becoming aware of it notify you of any unauthorised access to, or unauthorised use, alteration, disclosure, accidental loss or destruction of, any Customer Data in our custody (each a “data breach“).
      • (b) In the event of any data breach, we shall, at your cost and expense:
        • (i) take prompt action to remedy the cause of the data breach;
        • (ii) promptly provide you on request with all information required to fulfil your obligations, as data controller, under Data Protection Laws; and
        • (iii) promptly assist you in complying with your obligations under Articles 32 to 36 of the GDPR.
      • 4.6 Data Subject Access Requests and Complaints:
        • (a) You are responsible for responding to and dealing with any request from a data subject to exercise any of his or her rights under Data Protection Law or any complaint from any data subject. You will obtain the information required to respond to any such requests or complaints and will only contact us for assistance if you cannot comply with such requests or complaints despite your best efforts.
        • (b) We shall without undue delay notify you of any request from a data subject to exercise any of his or her rights under Data Protection Law or any complaint from any data subject.
        • (c) We shall not accede to any such request or deal with any complaint except on your written instructions.
        • (d) We shall on request by you and taking into account the nature of the processing, assist you by appropriate technical and organisational measures, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights under Data Protection Law.
      • 4.7 Your Consent to Sub-Processing
        • (a) We sub-contract the processing of Customer Data to third party providers of storage and back-up servers, including storage and back-up server providers such as Linode and Amazon (the “Third Party Processors”). Any processing of Customer Data by the Third Party Processors on our behalf is done by the Third Party Processor pursuant to and in accordance with the terms and conditions of those Third Party Processors (the “Third Party Processor Terms and Conditions”). We have no control whatsoever over those Third Party Processor Terms and Conditions.
        • (b) By agreeing to use the Services you:
          • (i) acknowledge and agree that the Third Party Processor Terms and Conditions may not contain the same:
            • (A) levels of protections in respect of Customer Data as those protections set out in these Terms; or
            • (A) obligations that apply to us under these Terms with respect to the processing of Customer Data;
          • (ii) in the event of any conflict between any of the Third Party Processor Terms and Conditions and these Terms, the Third Party Processor Terms and Conditions shall prevail;
          • (iii) authorise the processing of Customer Data by the Third Party Processors pursuant to and in accordance with the Third Party Processor Terms and Conditions that may be in place from time to time; and
          • (iv) acknowledge and agree that we shall:
            • (A) have no responsibility; and
            • (B) not be liable to you whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise,

in each case, for any Loss that you may suffer or incur in connection with or arising out of any processing of the Customer Data by Third Party Processors pursuant to and in accordance with the Third Party Processor Terms and Conditions that may be in place from time to time.

  1. Third party providers

You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  1. OUR obligations
    • 6.1 Standards: We undertake to you that the Services will be performed with reasonable skill and care and in accordance with our Support Services Policy.
    • 6.2 Non-conformance: The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, we will provide you with the remedies set out in the Support Services Policy and such remedies constitute your sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1. Notwithstanding the foregoing, we:
      • (a) do not warrant that your use of the Services will be uninterrupted or error-free or that the Services and/or the information obtained by your through the Services will meet your requirements; and
      • (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • 6.3 Enhancements, Discontinuation and Beta Software:
      • (a) We may:
        • (i) automatically update, upgrade, enhance or modify the Services that are installed on your computer without prior notice to you (collectively, the “Enhancements”). Any Enhancements made available to you by us will be subject to these Terms. It is your responsibility to periodically check our website to inform yourself of any such Enhancements; or
        • (ii) at any time in our sole discretion discontinue or retire the Services or any aspect or feature of the Services, including the types of files and data that are backed-up and/or stored by the Services (note that not every file on your computer is backed-up) or the availability of the Services on any particular device or communications service.
      • (b) We may designate certain Enhancements as “Beta Software.” Beta Software is not ready and is not intended for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. Accordingly, you acknowledge and agree that:
        • (i) the Beta Software is experimental in nature and has not been fully tested;
        • (ii) the Beta Software may not meet your requirements or perform as intended;
        • (iii) use of the Beta Software may not be uninterrupted, error free, or free of faults;
        • (iv) your use of the Beta Software is for the sole purpose of evaluating and testing the product and providing feedback to us; and
        • (v) you shall inform your Authorised Users regarding the nature of the Beta Software.

For the avoidance of doubt, your use of the Beta Software shall at all times be subject to these Terms.

  • 6.4 No exclusivity: These Terms shall not prevent us 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 these Terms.
  1. Customer’s obligations

You shall:

  • (a) provide us with:
    • (i) all necessary co-operation in relation to these Terms and the obligations created hereunder; and
    • (ii) all necessary access to such information as may be required by us;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services,

  • (b) comply with all applicable laws and regulations with respect to your activities in relation to the Services;
  • (c) carry out all of your other responsibilities set out in these Terms in a timely and efficient manner;
  • (d) ensure that the Authorised Users use the Services is in accordance with these Terms and shall be responsible for any Authorised User’s breach of these Terms;
  • (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under these Terms, including without limitation the Services;
  • (f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
  • (g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  1. Proprietary rights

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

  1. Confidentiality
    • 91. Confidential Information: We and you may be given access to Confidential Information of the other in order to perform obligations under these Terms. Our and your Confidential Information shall not be deemed to include information that:
      • (a) is or becomes publicly known other than through any act or omission of the receiving party;
      • (b) was in the other’s lawful possession before the disclosure;
      • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • 9.2 Use: We and you shall hold the other’s Confidential Information in confidence and, unless required by law, 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 of the obligations created by these Terms.
    • 9.3 Compliance by employees: We and you shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
    • 9.4 No Liability for Third Party Actions: Neither you nor we shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • 9.5 Our Confidential Information: You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
    • 9.6 Customer Data: We acknowledge that the Customer Data is your Confidential Information.
  2. Indemnity
    • 10.1 Your Indemnity: You shall indemnify us and keep us indemnified on demand against any Losses arising out of or in connection with your use of the Services, provided that:
      • (a) you are given prompt notice of any such claim;
      • (b) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
      • (c) you are is given sole authority to defend or settle the claim.
    • Our Indemnity: We shall indemnify you and keep you indemnified on demand against any Losses suffered or incurred by you as a result of any claim that the Services infringe any patent, copyright, trade mark, database right or right of confidentiality provided that:
      • (a) we are given prompt notice of any such claim;
      • (b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
      • (c) we are given sole authority to defend or settle the claim.
    • 10.3 Right to replace or modify the services: In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate your use of the Services on not less than five business days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
    • 10. 4Exclusions: In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:
      • a modification of the Services by anyone other than us;
      • your use of the Services in a manner contrary to the instructions given to you by us; or
      • your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
    • 10.5 Exclusive remedy: The foregoing and Clause 11 state your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  3. Limitation of liability
    • 11.1 Scope: This Clause 11 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
      • (a) arising under or in connection with these Terms;
      • (b) in respect of any use made by you of the Services or any part of them; and
      • (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
    • 11.2 Service provided as is: Except as expressly and specifically provided in these Terms:
      • (a) you assume sole responsibility for results obtained from the use of the Services by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
      • (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
      • (c) the Services are provided to you on an “as is” basis.
    • 11.3 Losses not excluded: Nothing in these Terms excludes our liability:
      • (a) for death or personal injury caused by our negligence; or
      • (b) for fraud or fraudulent misrepresentation.
    • 11.4 Certain losses excluded: Subject to Clause 11.2 and Clause 11.3, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms.
    • 11.5 Financial Limit: Subject to Clause 11.2 and Clause 11.3, our total aggregate liability in contract (including in respect of the indemnity at Clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  4. Term and termination
    • 21.1 Term: These Terms and your licence use the Services shall commence on the Effective Date and shall continue unless otherwise terminated in accordance with the provisions of these Terms (the “Subscription Term”).
    • 12.2 Early Termination:
      • (a) These Terms and your license to access the Services will automatically terminate or expire upon the earlier of:
        • (i) non-renewal, cancellation or expiration of your subscription to use the Services; or
        • (i) our discontinuance of the Services.
      • (b) We may terminate these Terms and your license to access the Services upon written notice to you to that effect if:
        • (i) you commit a breach of your obligations under these Terms which breach is (in our opinion) material and, where such breach is (in our opinion) capable of remedy, you fail to remedy that breach within 30 days of having been given notice by us to remedy that breach; or
        • (ii) you are, or are deemed for the purposes of any relevant law to be, unable to pay your debts as they fall due or to be insolvent, or admit inability to pay your debts as they fall due; or you suspend making payments on all or any class of your debts or announce an intention to do so, or a moratorium is declared in respect of any of your indebtedness; or
        • (iii) any step (including the making of any proposal, the convening of any meeting, the passing of any resolution, the presenting of any petition or the making of any order) is taken with a view to a composition, assignment or arrangement with any of your creditors of, or your winding up, liquidation or dissolution; or any liquidator, provisional liquidator, receiver or examiner is appointed to or in respect of you or any of your a
      • 12.3 Consequences of Termination: On termination of these Terms or your access to the Services for any reason:
        • (a) all licences granted under these Terms shall terminate with immediate effect;
        • (b) you and we shall each return to the other and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other;
        • (c) save as provided in this Clause 12.3, you will no longer have the right to access or retrieve your backed-up Customer Data. Your Customer Data synced on your local drives will not be affected;
        • (d) you acknowledge and agree that it is your sole responsibility to seek another service provider for your data storage needs; and
        • (e) we shall for a period of 15 days make available the Customer Data to you on your request and thereafter we shall destroy or otherwise dispose of any of the Customer Data in our possession.
      • 12.4 Survival of Obligations: The provisions of this Clause 12 and Clauses 1, 3, 4, 9, 10.1, 11, 14 and, to the extent applicable, 15 shall survive the termination these Terms however it arises, and shall continue to bind the parties or the relevant party (as applicable) without limit in time.
      • 12. 5 Accrued Rights: Termination of these Terms and your access to the Services shall not affect any of your or our rights accrued up to the date of termination.
      • 12.6 Other Termination Rights: The rights of termination in respect of your use of the Services set out in this Clause 12 shall be in addition to our other rights of termination in respect of your use of the Services set out elsewhere in these Terms.
  1. Force majeure

We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

  1. Governing Law and Jurisdiction
    • 14.1 Governing Law: These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with Irish law.
    • 14.2 Jurisdiction: The Irish courts shall have non-exclusive jurisdiction to hear, determine and settle any dispute arising out of or in connection with these Terms and the parties submit to the jurisdiction of the Irish courts for that purpose.
    • 14.3 Convenient Forum: You and we waive any objection to the Irish courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.
  2. General
    • 15.1 Severability: If the whole or any part of a provision of these Terms is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of these Terms and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms.
    • 15.2 Assignment:
      • (a) You shall not, without our written consent:
        • (i) assign, transfer (whether voluntarily or involuntarily, by operation of law or otherwise) or create or permit to exist any right, title or interest (including, without limitation, any security interest and any beneficial interest under any trust) in, to or under, any of your rights under these Terms; or
        • (ii) purport to transfer, sub-contract or delegate any of your obligations under these Terms.
      • (b) We may assign or transfer our rights and obligations under these Terms to another entity but will notify you in writing if this happens.
    • 15.3 Further Assurance: You and we shall (at its own respective cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing as may be reasonably requested of it by the other to implement these Terms.
    • 15.4 Standard form Documents: You recognize that printed form purchase orders, invoices and other commonly used documents relating to the performance of any obligations hereunder may contain terms which conflict with one or more terms of these Terms. In case of any such conflict, the relevant terms of these Terms shall prevail.
    • 15.5 No Partnership or Agency: Nothing in these Terms shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between you and us, and neither you nor us shall have any right or authority to act on behalf of the other or to bind the other in any way.
    • 15.6 Sole and Entire Agreement: These Terms constitute the sole and entire agreement between you and us in relation to the provision of the Services and supersede all prior written and oral arrangements, understandings, representations, warranties and agreements between you and us in that regard (if any). You and we acknowledge that we and we are not relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in these Terms.
    • 15.7 Waivers, Rights Cumulative: Our and your rights under these Terms may be exercised as often as is necessary, are cumulative and not exclusive of any other rights which you or we may have under these Terms, law or otherwise; and may be waived only in writing and specifically. Delay by you or us in exercising, or the non-exercise by you or us of, any such right shall not constitute a waiver of that right.
    • 15.8 Amendments: You will be notified of changes that we make from time to time to these Terms by our posting a new version of these Terms to our website. Your silence is your deemed consent to such changes and the changes will be considered accepted by you if you do not object to the change and continue to use the Services.
    • 15.9 Your Feedback and Contacting you: You may provide feedback to us concerning the Services. We may use your feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant us an irrevocable, non-exclusive, perpetual, royalty free license to use your feedback in connection with our business, including enhancement of the Services. If we have to contact you we will do so by telephone or by writing to you at the email address you provided to us.


Services Protocol

  1. Uptime Percentage

We are dedicated to making the Services easy to access and to use. We will ensure that the Services will be available and operational at an annual uptime percentage of at least 99%, as measured over any calendar month (the “Uptime Percentage”). If we fail to meet the Uptime Percentage in any calendar month, and as long as you have complied with your obligations under these Terms, you may notify us of such failure by sending an email to, and we will provide you with a service credit (usually extra free storage but also may be additional features and functionality offered without charge) (the “Service Credit”). The Service Credit is your sole and exclusive remedy for any failure by us to meet the Uptime Percentage.

We shall not be liable to you for any failure by us to meet the Uptime Percentage in circumstances where such failure to meet the Uptime Percentage is caused by: (i) our scheduled maintenance of our website; or (ii) the performance by us of any Enhancements.