IRCCloud Terms of Service for Team Accounts Effective: March 27, 2018 <p>These Terms of Service (together with the documents referred to herein)
tell you the terms and conditions on which you may make use of our
Service whether on a paid or free trial basis.</p>
<p>Please read these Terms of Service carefully before you sign up to our
Service.
By signing up to our Service, you agree to these Terms of Service
on behalf of the company, business or organisation you represent.</p> 1.
Defined Terms <p>In this Agreement, save where the context requires otherwise, the
following words and expressions have the following meaning:</p>
<p>
<strong>Account</strong> means a registered account with us to access and use the
Service;</p>
<p>
<strong>Account Manager</strong> means the person who manages your Account and who
authorises the Authorised Users to have access to the Service by
inviting them to use the Service;</p>
<p>
<strong>Agreement</strong> means the agreement between IRCCloud and you on these Terms
of Service and the terms in the Paid Plan you choose;</p>
<p>
<strong>Applications</strong> means the Mobile Application and any other software
application we make available as part of the Service;</p>
<p>
<strong>Authorised Users</strong> means your Account Manager and the employees or
temporary workers your Account Manager invites to use the Service;</p>
<p>
<strong>Confidential Information</strong> means information which is identified as
confidential or proprietary by either party or the nature of which is
clearly confidential or proprietary;</p>
<p>
<strong>Customer Data</strong> means the data we host on your behalf as a result of
your use of the Service including (without limitation) any data inputted
by you or your Authorised Users;</p>
<p>
<strong>Fees</strong> means the fees we charge for your use of the Service as set out
in the Paid Plan as available here;</p>
<p>
<strong>Intellectual Property Rights</strong> means (a) patents, trade marks, service
marks, registered designs, applications for any of those rights, trade
and business names (including Internet domain names), unregistered trade
marks, unregistered trade and business names, database rights,
copyrights, rights in designs and inventions.
and (b) rights of the same
or similar effect to those specified in paragraph (a).
in each case, in
any jurisdiction;</p>
<p>
<strong>IRCCloud</strong>, <strong>we</strong> or <strong>us</strong> means IRCCloud Limited, a company registered in
England and Wales under number 07417638 having its registered office at
Kemp House, 152 City Road, London EC1V 2NX;</p>
<p>
<strong>Mobile Application</strong> means the mobile application that we make available
via our Site or an app store that Authorised Users download and install
on his or her mobile device in order to use the Service;</p>
<p>
<strong>Month</strong> means a monthly period commencing from the Start Date;</p>
<p>
<strong>Paid Plan</strong> means the paid plan you select when signing up to the
Service which sets out the Fees we charge for your use of the Service as
available here;</p>
<p>
<strong>Service</strong> means the internet relay chat technology we make available as
a service via the Site or a Mobile Application;</p>
<p>
<strong>Site</strong> means https://www.irccloud.com/;</p>
<p>
<strong>Start Date</strong> means the date you sign up to the Service;</p>
<p>
<strong>Trial</strong> means a free trial of the Service;</p>
<p>
<strong>Trial Period</strong> means a period of thirty (30) days from the Start Date;</p>
<p>
<strong>you</strong> or <strong>your</strong> means the company, business or any other entity or
organisation signing up to the Service acting through the Account
Manager or other representative.</p> 2.
Duration, Cancellation and Free Trial <ol>
<li>This Agreement shall commence on the Start Date and shall continue
unless terminated in accordance with clause 2(c) or clause
15.</li>
<li>IRCCloud offers a free Trial of the Service during the Trial Period.</li>
<li>You may cancel your Account at anytime as indicated in your Account
settings for the Service and any cancellation will take effect at
the end of the current Month in which you cancel your Account.</li>
<li>If you do not cancel your Account during the Trial Period, you will
automatically move onto the Paid Plan.</li>
</ol> 3.
Access to the Service <ol>
<li>We grant you a non-exclusive, non-transferable, and non
sub-licensable licence to permit Authorised Users to access and use
the Service as permitted by the functionality of the Service and
your Account.</li>
<li>Authorised Users may download and install the Mobile Application on
their mobile devices for the sole purpose of accessing and using the
Service in accordance with the licence granted under clause 3(a).</li>
<li>To access the Service, your Account Manager will need to create an
Account and invite your Authorised Users to log in to the Service
using a valid email address and password.</li>
<li>You will ensure that each Authorised User shall keep secure and
confidential any passwords for his or her use of the Service and
shall not disclose such password to any other person including
persons within your organisation, company or business.</li>
<li>If we discover that any Authorised User is sharing their email
address and passwords with any other person, we may terminate this
Agreement immediately.</li>
<li>You are responsible for maintaining the confidentiality of your
email addresses and passwords and any activities that occur under
your Account.
Whenever applicable, we encourage you to not reuse
passwords and to use “strong” passwords (passwords that use a
combination of upper and lower case letters, numbers and symbols)
with your Account.
If you have any concerns about your Account, you
should contact us at team@irccloud.com.</li>
</ol> 4.
Restrictions on use of the service  .
<ol>
<li>The Service and Applications are only for the use by your employees
or temporary workers as permitted by the functionality of the
Service.</li>
<li>You must comply with any conditions or restrictions contained in
your Paid Plan.</li>
<li>You shall not access, store, distribute or transmit any viruses,
data or any material during the course of your use of the Service
that is unlawful or illegal or facilitates any unlawful or illegal
activity.
infringes another person’s rights.
or breaches applicable
privacy rights or laws.</li>
<li>We may, without liability to you, disable the Service to the extent
necessary to disable access to any data or material that breaches
the provisions of clause 4(c).</li>
<li>You shall not, except as may be allowed by any applicable law which
is incapable of exclusion by us:
<ol>
<li>and except to the extent expressly permitted under this Agreement,
attempt to copy, modify, duplicate, create derivative works from,
frame, mirror, republish, download, display, transmit, or distribute
all or any portion of the Service or Applications in any form or
media or by any means.
or</li>
<li>attempt to reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of the
Service or Applications.
or</li>
<li>access all or any part of the Service or Applications in order to
build a product or service which competes with the Service.
or</li>
<li>use the Service or Applications to provide services to third
parties.
or</li>
<li>license, sell, rent, lease, transfer, assign, distribute, display,
disclose, or otherwise commercially exploit, or otherwise make the
Service or Applications available to any third party except the
Authorised Users, or</li>
<li>attempt to obtain, or assist third parties in obtaining, access to
the Service or Applications, other than as provided under this
clause 4.</li>
</ol>
</li>
<li>You shall use all reasonable endeavours to prevent any unauthorised
access to, or use of, the Service and, in the event of any such
unauthorised access or use, promptly notify IRCCloud.</li>
</ol> 5.
Service Availability and Support <ol>
<li>IRCCloud will use commercially reasonable endeavours to make the
Service available except for: <ol>
<li>planned maintenance for which 24 hours notice will be given.
or</li>
<li>unscheduled maintenance during normal business hours (UK time) or
otherwise, for which we will use reasonable endeavours to give you
advance notice.</li>
</ol>
</li>
<li>IRCCloud will, as part of the Service, use reasonable endeavours to
provide a level of support that is appropriate to the nature of any
issues requiring support during normal business hours (UK time).</li>
</ol> 6.
Your Obligations <ol>
<li>You shall provide us with all necessary, co-operation in relation to
this Agreement, and access to such information, as may be required
by us.</li>
<li>You will:
<ol>
<li>comply with all applicable laws and regulations with respect to your
activities under this Agreement;</li>
<li>carry out all your responsibilities and obligations in a timely and
efficient manner.
In the event of any delays in the provision of
such assistance or performance of any obligations as agreed by the
parties, we may adjust any agreed timetable or delivery schedule as
reasonably necessary;</li>
<li>ensure that the Authorised Users use the Services in accordance with
the terms and conditions of this Agreement and shall be responsible
for any Authorised User’s actions and omissions in connection with
their use of the Service;</li>
<li>obtain and shall maintain all necessary licences, consents, and
permissions necessary for us or our contractors and agents to
perform their obligations under this Agreement, including without
limitation the Services.
and</li>
<li>ensure that your network and systems, including the device used by
each Authorised User to access the Service, comply with the relevant
specifications provided by us from time to time.</li>
</ol>
</li>
</ol> 7.
Customer Data <ol>
<li>We do not claim ownership in your Customer Data.
You retain any
right, title and interest in and to the Customer Data although you
grant us a licence to use the Customer Data solely for the purpose
of providing the Service.
You shall have sole responsibility for the
legality, reliability, integrity, accuracy and quality of the
Customer Data.</li>
<li>We shall not be responsible or liable for the deletion, correction,
alteration, destruction, damage, loss, disclosure or failure to
store any Customer Data using the Service.</li>
<li>Each party shall comply with its relevant obligations under all
applicable data protection legislation and shall ensure that it has
obtained all consents as required by applicable data protection
legislation as necessary for the purposes of this Agreement.</li>
</ol> 8.
Acting as your data processor (GDPR) <p>References in this clause 8 to a Regulation are to regulation 2016/679/EC.
References to an Article are to an article of the Regulation.
Capitalised terms
in this clause have the meaning defined by the Regulation, unless defined
elsewhere in these Terms of Service.</p>
<p>We are your Processor in respect of Personal Data in communications which you
make using the Service, and you instruct us to Process the Personal Data for the
purpose of providing the Service.
This clause 8 applies in respect of such
Processing.
If you instruct us to Process Personal Data for any other purpose,
and we agree to do so, this clause 8 applies in respect of that additional
Processing too.</p>
<p>We shall:</p>
<ul>
<li>Process the Personal Data in accordance with all applicable data
protection laws and regulations;</li>
<li>Process the Personal Data only in accordance with your documented
instructions;</li>
<li>unless prohibited by law, notify you: <ul>
<li>before Processing the Personal Data, if we are required by any law of the European Union or the law of one of the Member States of the European Union to act other than in accordance with your instructions.
or </li>
<li>immediately if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;</li>
</ul>
</li>
<li>respect the conditions referred to in paragraphs 2 and 4 of Article 28 for
any engagement of any third parties who Process Personal Data in the course of
providing the Service.
You give us your general authorisation for such
engagement.
Subject to clause 13, we shall be liable for the acts and omissions
of our sub-processors, and we shall ensure that the sub-processor contract (as
it relates to the Processing of Personal Data) is on terms which are
substantially the same as, and in any case no less onerous than, the terms set
out in this clause 8;</li>
<li>treat the Personal Data as confidential information, and ensure that persons
authorised to Process the Personal Data have committed themselves to
confidentiality;</li>
<li>take all measures required pursuant to Article 32;</li>
<li>taking into account the nature of the Processing, assist you, at your cost,
by implementing appropriate technical and organisational measures, insofar as
this is possible, for the fulfilment of your obligation to respond to requests
for exercising the Data Subject rights laid down in Chapter III of the
Regulation;</li>
<li>provide you, at your cost and on written request, with reasonable assistance
in ensuring compliance with your obligations pursuant to Articles 32 to 36,
taking into account the nature of Processing and the information available to
us;</li>
<li>at your choice, delete or return all the Personal Data to you after the end
of the provision of the Services, and delete existing copies unless Union or
Member State law requires storage of the Personal Data;</li>
<li>at your cost and following written agreement as to the details: <ul>
<li>make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28.
and</li>
<li>allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you;</li>
</ul>
</li>
<li>notify you without undue delay if we become aware of a Personal Data
Breach.</li>
</ul>
<p>We may transfer, publish, disclose, divulge or otherwise permit access to
Personal Data by recipients (including sub-processors) in jurisdictions outside
of the European Economic Area.
Where the third country in question is not the
subject of an adequacy decision, we shall comply with Article 46 in respect of
this Processing.</p> 9.
Charges and Payment <ol>
<li>Our Fees are payable each Month in advance commencing from expiry of
the Trial Period.</li>
<li>You will provide us with valid, up-to-date and complete credit or
debit card details on signing up to the Service and you hereby
authorise us to charge such credit or debit card for the Fees each
Month in advance.
You are responsible for keeping your credit or
debit card details up-to-date.</li>
<li>We will charge your credit or debit card on or around the expiry of
the Trial Period and each Month thereafter.</li>
<li>If we are unsuccessful in charging your credit or debit card and
have still not received payment within 14 days after informing you,
and without prejudice to any other rights and remedies available to
us we may, without liability to you, suspend or temporarily disable
all or part of your access to the Services and we shall be under no
obligation to provide any or all of the Services while the Fees
concerned remain unpaid.</li>
<li>All amounts and Fees stated or referred to in this Agreement :</li>
<li>are payable in the currency specified in the Paid Plan or otherwise
stipulated by us;</li>
<li>are exclusive of value added tax (if applicable) unless otherwise
expressly stated which shall be paid at the same time as payment of
the Fees.
We shall send you a VAT invoice if you request us to do
so.</li>
<li>Unless we agree otherwise in writing, we may increase the Fees upon
30 days notice in writing to you.
If you are unhappy with the
increase, you may terminate this Agreement under clause 2(c).</li>
</ol> 10.
Proprietary Rights <p>You acknowledge and agree that we and/or our licensors own all
intellectual property rights in the Service and the Applications.
Except
as expressly stated herein, this Agreement does not grant you any rights
to, or in, patents, copyrights, database rights, trade secrets, trade
names, trademarks (whether registered or unregistered), or any other
rights or licences in respect of the Service or Applications.</p> 11.
Confidentiality <ol>
<li>Each party may be given access to Confidential Information from the
other party in order to perform its obligations under these terms
and conditions.
A party’s Confidential Information shall not be
deemed to include information that: <ol>
<li>is or becomes publicly known other than through any act or omission
of the receiving party;</li>
<li>was in the other party’s lawful possession before the disclosure;</li>
<li>is lawfully disclosed to the receiving party by a third party
without restriction on disclosure;</li>
<li>is independently developed by the receiving party, which independent
development can be shown by written evidence.
or</li>
<li>is required to be disclosed by law, by any court of competent
jurisdiction or by any regulatory or administrative body.</li>
</ol>
</li>
<li>Each party shall hold the other’s Confidential Information in
confidence and, unless required by law, not make the other’s
Confidential Information available for use for any purpose other
than as needed to perform this Agreement.</li>
<li>Each party 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 and conditions.</li>
<li>Each party shall take a back-up of its own Confidential Information
and shall not be responsible to the other for any loss, destruction,
alteration or disclosure of Confidential Information.</li>
<li>We acknowledge that the Customer Data is your Confidential
Information.</li>
<li>This clause 11 shall survive termination of this Agreement, however arising.</li>
</ol> 12.
Limited Warranty <ol>
<li>We undertake to make the Service available as specified in clause
5(a).
Otherwise, the Service is provided on an “as is” basis and we
give no representations, conditions, warranties or other terms of
any kind in respect of the Service.</li>
<li>Except as expressly and specifically provided in this Agreement:
<ol>
<li>you assume sole responsibility for results obtained from the use of
the Service and for conclusions drawn or decisions taken from such
use and you rely on the results obtained from the use of the Service
at your own risk;</li>
<li>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 this
Agreement.
and</li>
<li>IRCCloud will not be responsible for any interruptions, delays,
failures or non-availability affecting the Service or Applications
or performance of the Service or the Applications which are caused
by third party services or errors or bugs in software, hardware or
the Internet on which the Service or the Applications rely as you
acknowledge that we do not control such third party services and
such errors or bugs are inherent in the use of such software,
hardware and the Internet.</li>
</ol>
</li>
</ol> 13.
Liability <ol>
<li>This clause 13 sets out our
entire financial liability (including any liability for the acts or
omissions of our employees, agents and sub-contractors) to you in
respect of: <ol>
<li>any breach of this Agreement;</li>
<li>any use made by you or your Authorised Users of the Service or any
part of it (including the Applications).
and</li>
<li>any representation, statement or tortious act or omission (including
negligence) arising under or in connection with this Agreement.</li>
</ol>
</li>
<li>Nothing in this Agreement excludes our liability:
<ol>
<li>for death or personal injury caused by our negligence.
or</li>
<li>for fraud or fraudulent misrepresentation.</li>
</ol>
</li>
<li>IRCCloud 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 this Agreement.</li>
<li>To the extent that IRCCloud is liable under this Agreement,
IRCCloud’s total aggregate liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance
or contemplated performance of this Agreement shall be limited to
the total Fees paid in the twelve (12) month period immediately
preceding the date on which the liability arose.</li>
</ol> 14.
Indemnity <p>You shall indemnify and defend IRCCloud and its agents and contractors
from and against any and all losses, damages, claims, liabilities or
expenses (including reasonable attorneys' fees) arising out of a claim
brought by a third party relating to your use of the Service (except to
the extent caused by our negligence) including without limitation our
hosting and use of Customer Data and your decisions, financial, business
and commercial judgments, and acts or omissions, based on your use of
the Service.</p> 15.
Termination <ol>
<li>If you fail to pay any sum due to us and such sum remains
outstanding for a further fourteen (14) days following notice
requiring such sum to be paid we may terminate this Agreement
immediately by notice and without liability to you.</li>
<li>We may terminate this Agreement by notice to you with immediate
effect, or such notice as we may elect to give you, if you:
<ol>
<li>are in breach of applicable law;</li>
<li>infringe our intellectual property rights in the Service or make
unauthorised use of our Confidential Information.</li>
</ol>
</li>
<li>Either party may terminate this Agreement at any time on written
notice to the other if the other:
<ol>
<li>is in material or persistent breach of any of the terms of this
Agreement and either that breach is incapable of remedy, or the
other party fails to remedy that breach within 30 days after
receiving written notice requiring it to remedy that breach.
or</li>
<li>is unable to pay its debts (within the meaning of section 123 of the
Insolvency Act 1986), or becomes insolvent, or is subject to an
order or a resolution for its liquidation, administration,
winding-up or dissolution (otherwise than for the purposes of a
solvent amalgamation or reconstruction), or has an administrative or
other receiver, manager, trustee, liquidator, administrator or
similar officer appointed over all or any substantial part of its
assets, or enters into or proposes any composition or arrangement
with its creditors generally, or is subject to any analogous event
or proceeding in any applicable jurisdiction.</li>
</ol>
</li>
<li>On termination of this Agreement for any reason all
licences granted under this Agreement shall immediately terminate and your
right to access and use the Service will end, although your Authorised Users may
continue to use the Service in a more limited manner as individual users as
detailed in the Individual Terms of Service document.
</li>
<li>The accrued rights of the parties as
at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination shall not be
affected or prejudiced.</li>
</ol> 16.
Force Majeure <p>No party shall be liable to the other for any delay or non-performance
of its obligations under this Agreement arising from any cause beyond
its control including, without limitation, any of the following:
non-availability or failure of any third party service, act of God,
governmental act, war, fire, flood, explosion, communications or failure
of the Internet or civil commotion.</p> 17.
Waiver <p>No forbearance or delay by either party in enforcing its rights shall
prejudice or restrict the rights of that party, and no waiver of any
such rights or of any breach of any contractual terms shall be deemed to
be a waiver of any other right or of any later breach.</p> 18.
Severability <p>If any provision of this Agreement is judged to be illegal or
unenforceable, the continuation in full force and effect of the
remainder of the provisions shall not be prejudiced.</p> 19.
Amendments <p>We may amend this Agreement at any time.
We will post a copy of the
amended Terms of Service to the Site.
Your continued use of the Service
after this Agreement has been amended will be considered as your
acceptance of the amended Agreement.
We will notify you of any material
changes to this Agreement and give you at least 30 days notice.</p> 20.
Assignment <p>You may not assign or purport to assign this Agreement or any of its
obligations thereunder without our prior written consent.</p> 21.
No Partnership or Agency <p>Nothing in this Agreement is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as
agent for the other, and neither party shall have the authority to act
in the name or on behalf of or otherwise to bind the other in any way
(including, but not limited to, the making of any representation or
warranty, the assumption of any obligation or liability and the exercise
of any right or power).</p> 22.
Third Party Rights <p>This Agreement does not confer any rights on any person or party (other
than the parties to this Agreement and, where applicable, their
successors and permitted assigns) pursuant to the Contracts (Rights of
Third Parties) Act 1999.</p> 23.
Notices <p>Any notice required to be given pursuant to this Agreement shall be
given by email to team@irccloud.com in
respect of notices to us and to the Account Manager using the email
address provided on signing up to the Service in respect of notices to
you.
Notices sent by email shall be deemed to have been received
instantaneously on transmission, provided that they are sent to correct
email address.</p> 24.
Entire Agreement <p>This Agreement contains the whole agreement between the parties relating
to the subject matter hereof and supersedes all prior agreements,
arrangements and understandings between the parties relating to that
subject matter.</p> 25.
Governing Law and Jurisdiction <p>This Agreement shall be governed by and construed in accordance with
English law and each party hereby submits to the exclusive jurisdiction
of the English courts.</p>
<p>Archived versions of our terms and policies are available at /legal-archives</p>