IRCCloud Terms of Service 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.
Welcome to IRCCloud <p>IRCCloud makes available the internet relay chat technology via our site irccloud.com and our apps we make available for download on your mobile device (the
<p>The Service is operated by IRCCloud Limited (“IRCCloud”,
“we”, “our”, or “us”).</p> 2.
Your relationship with us <p>These Terms of Service set out the basis of your relationship with us.
important that you read and understand the Terms of Service before using the
If there is anything within them that you do not understand, then
please contact us at firstname.lastname@example.org to discuss what this
means for you.</p>
<p>By setting up an account with us or using and accessing
the Service you agree to these Terms of Service.
If you do not agree to these
Terms of Service, please do not access or use the Service.</p> 3.
Information about us <p>IRCCloud Limited is incorporated and registered in England and Wales under
company number 07417638 and has its registered office at Kemp House, 152 City Road, London EC1V 2NX.</p> 4.
Information about you <p>Your privacy is important to us.
share information about you.</p> 5.
Setting up an Account <p>To access the Service, you must register with us and set up an account with
an email and password (your “Account”).
We encourage you to use unique and
strong passwords (passwords that use a combination of upper and lower case
letters, numbers and symbols) with your Account, and not to reuse a password
you use elsewhere.</p>
<p>You must be of legal
age and capable, in your country of residence, of entering into a legally
binding agreement to use the Service.</p>
<p>You are responsible for
maintaining the confidentiality of your login details and any activities that
occur under your Account.
If you have any concerns that your Account may have
been misused, you should contact us at email@example.com away to let
us know.</p> 6.
Free and Paid Service <p>We offer two types of Service, a free service with limited functionality
(the “Free Service”) and a paid service with more enhanced functionality (the
<p>We offer a 7 day free trial of some aspects of the Paid Service (“Free
Trial”) from the date you sign up to the Service and set up an Account.</p>
<p>After the Free Trial, you will automatically move onto the Free Service
unless you upgrade.
You can upgrade as indicated on our website.</p>
<p>You may cancel, upgrade or downgrade your Account at anytime as indicated in
your Account settings for the Service.
Any cancellation or downgrade of the
Paid Service will take effect at the end of the current billing cycle
in which you cancel or downgrade your Account.</p> 7.
Your right to use the Service <p>The materials and intellectual property rights comprising the Service
(excluding any User Content, as defined below) (the “Rights”) belong to us or
our licensors and we give you permission to use these Rights for the sole
purpose of using the Service in accordance with these Terms of Service.</p>
<p>Other than as allowed in these Terms of Service you are not given a right to
use the “IRCCloud” name, or any of the “IRCCloud” trademarks, logos, domain
names and other distinctive brand features.</p>
<p>As part of the Service, we
allow you to download our app (including any updates) from our site or via an
app store (our “App”) for use on your mobile device for the sole purpose of
accessing and using the Service in accordance with these Terms of Service and
we grant you a non-exclusive, personal, non-transferable licence for this sole
purpose unless you download the App source code, in which case your use will be
subject to the included open source license.</p>
<p>The following terms also
apply where you acquire our App from the iTunes Store (“iTunes-Sourced Software”):</p>
acknowledge and agree that these Terms of Service are solely between you and
IRCCloud and not Apple, Inc (“Apple”) and that Apple has no responsibility for
the iTunes-Sourced Software or content thereof whatsoever.</p>
<p>Your use of
the iTunes-Sourced Software must comply with the Apple app store Terms of
<p>You acknowledge that Apple has no obligation whatsoever to
furnish any maintenance and support services with respect to the iTunes-Sourced
<p>In the event of any failure of the iTunes-Sourced Software to
conform to any applicable warranty, you may notify Apple, and Apple will (if
applicable) refund the purchase price for the iTunes-Sourced Software to you.
to the maximum extent permitted by applicable law, Apple will have no other
obligation whatsoever with respect to the iTunes-Sourced Software, and any
other claims, losses, liabilities, damages, costs or expenses attributable to
any failure to conform to any warranty will be solely governed by these Terms
of Service and any law applicable to IRCCloud as the provider of the iTunes
<p>You acknowledge that Apple is not responsible for
addressing any claims you or any third party have relating to the
iTunes-Sourced Software or your possession and/or use of the iTunes-Sourced
Software and all such claims are governed solely by these Terms of Service and
any law applicable to IRCCloud.</p>
<p>You and IRCCloud acknowledge and agree
that Apple and Apple’s subsidiaries are third party beneficiaries of these
Terms of Service and have the right to rely on these Terms of Service as it
relates to your license of the iTunes-Sourced Software.</p>
<p>You agree that
you are not located in a country that is subject to a U.S.
or that has been designated by the U.S.
Government as a “terrorist supporting”
country and you are not listed on any U.S.
Government list of prohibited or
restricted parties</p> 8.
User content <p>You grant us a worldwide, non-exclusive, royalty-free and perpetual licence
to use, copy, reproduce, distribute, adapt, re-format, modify, publish,
translate, licence, sub-licence any images, sounds, text or information that
you access, store, distribute or transmit (“User Content”) <b>for the
purposes of providing the Service</b>.
For details about how we protect the
<p>You shall not access, store,
distribute or transmit any viruses or User Content during the course of your
use of the Service that is unlawful or illegal or facilitates any unlawful or
infringes another person’s rights.
or breaches applicable
privacy rights or laws (the “Rules of Acceptable Use”).</p>
may, without responsibility to you, disable the Service to the extent necessary
to disable access to any data or material that breaches our Rules of Acceptable
<p>Failure to comply with Rules of Acceptable Use constitutes a
serious breach of these Terms of Service, and may result in your immediate,
temporary or permanent withdrawal of your right to use the Service.</p> 9.
Service restrictions <p>Save as permitted by any open source licence (where you downloaded the App
source code), when using the Service you must not:</p>
<li>except to the extent
expressly permitted under this Agreement or applicable law, 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 save that you may customise
the service via personal browser extension.
<li>access all or any part of the Service or applications in order to build a product or service which competes
with the Service.
<li>use the Service or applications to provide services
to third parties.
<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.</li>
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.</p> 10.
Fees <p>The fees for the Paid Service are available at irccloud.com/pricing (the
<p>On signing up to the Paid Service, you sign up with our payment
provider and you will pay us the Fees in advance of each payment cycle starting
from the date you sign up to the Paid Service.</p>
<p>If we do not receive
payment within 14 days after informing you, and without affecting any other
rights and remedies available to us we may, without responsibility to you,
suspend or temporarily disable all or part of your access to the Service and we
shall be under no obligation to provide any or all of the Service while the
Fees concerned remain unpaid.</p>
<p>All amounts and Fees stated or referred to
in these Terms of Service:</p>
<li>are payable in the currency you select;</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.</li>
<p>We may increase the
Fees upon 30 days notice in writing to you.
If you are unhappy with the
increase, you may cancel or downgrade your Account.</p> 11.
Our liability/responsibility to you <p>The Service may contain links to other sites and resources provided by our
users and third parties (“Third Party Content”).
We do not produce this Third
Party Content and cannot be responsible for it in anyway.
You access the
Service and use it at your own risk.</p>
<p>If you are using the Paid Service,
IRCCloud will use commercially reasonable endeavours to make the Paid Service
available except for:</p>
<li>planned maintenance for which 24 hours advance notice will be given.
<li>unscheduled maintenance, during which we will use reasonable endeavours to keep you up to date.</li>
<p>IRCCloud will, as part of the Paid 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
<p>Unfortunately, due to the nature of the Internet and technology,
the Service is (save as provided above) provided on an “as
available” and “as is” basis.
This means that we are unable to promise that
your use of the Service will be uninterrupted, without delays, error-free or
meet your expectations and we do not give any commitment relating to the
performance or availability of the Service in these Terms of Service and, to
the extent we are able to do so, we exclude any commitments that may be implied
<p>In the event of a claim arising out of the provision of the
Service, our responsibility to you will never be more than the amount you have
paid us for the use of the Service in the 12 months prior to the claim
<p>In every case, we will never be responsible for any loss or
damage that is not reasonably foreseeable.</p> 12.
Canceling your Account <p>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 cancel or downgrade your Account immediately by notice and without
responsibility to you.</p>
<p>Either we or
you may cancel your Account where either of us breaches this Terms of Service
in a serious way.</p>
<p>On cancellation for
any reason all licences granted shall immediately end and your right to access
and use the Service will end</p> 13.
Acting as your data processor (GDPR) <p>References in this clause 13 to a Regulation are to regulation 2016/679/EC.
References to an Article are to an article of the Regulation.
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 13 applies in respect of such
If you instruct us to Process Personal Data for any other purpose,
and we agree to do so, this clause 13 applies in respect of that additional
<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
<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.
<li>immediately if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;</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
Subject to clause 11, 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 13;</li>
<li>treat the Personal Data as confidential information, and ensure that persons
authorised to Process the Personal Data have committed themselves to
<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
<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
<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.
<li>allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you;</li>
<li>notify you without undue delay if we become aware of a Personal Data
<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> 14.
<p>If you have a dispute with us relating to the Service, in the first instance
please contact us at firstname.lastname@example.org and we will attempt to resolve the
<p>In the unlikely event that IRCCloud has not been
able to resolve a dispute informally, we will discuss and agree with you the
most effective way of resolving our dispute.</p> 15.
Changes to the Service
<p>We are constantly updating and improving the Service to try and find ways to
provide you with new and innovative features and services.
updates are also made to reflect changing technologies, tastes, behaviours and
the way people use the Internet and the Service.</p>
<p>In order to do this, we
may need to update, reset, stop offering and/or supporting a particular part of
the Service, or feature relating to the Service (“changes to the Service”).
These changes to the Service may affect features that you use.</p>
that a key characteristic of the Service is that changes to the Service will
take place over time and this is an important basis on which we grant you
access to the Service.
Once we have made changes to the Service, your continued
use of the Service will show that you have accepted any changes to the Service.
You are always free to stop using the Service or cancel or downgrade your
Account in the settings feature of the Service.</p>
<p>We will try, where
possible and reasonable, to contact you to let you know about any significant
changes to the Service.</p> 16.
Changes to the documents
<p>We may revise these Terms of Service from time to time but the most current
version will always be at: irccloud.com/terms</p>
<p>Your continued use of
the Service after these Terms of Service has been amended will be considered as
your acceptance of the amended Terms of Service.
We will notify you of any
material changes to these Terms of Service and give you at least 30 days
Documents that apply to our relationship with you
<p>The current version of the Terms of Service contains the only terms and
conditions that apply to our relationship with you.
Older versions of the Terms
of Service will no longer apply to our relationship and will be completely
replaced by the current version.</p>
<p>We intend to rely on these Terms of
Service as setting out the written terms of our agreement with you for the
provision of the Service.
If part of the Terms of Service cannot be enforced
then the remainder of the Terms of Service will still apply to our
<p>If you do not comply with these Terms of Service and we do
not take action immediately, this does not mean we have given up any right we
have and we may still take action in the future.</p> 18.
<p>As we are based in England, English law will apply to all disputes and the
interpretation of these Terms of Service.
The English courts will have
non-exclusive jurisdiction over any dispute arising from or related to your use
of the Service although this does not affect any rights you have as a
Contact, feedback and complaints <p>If you need to contact us in relation to these Terms of Service or any other
document mentioned in them, please email us at email@example.com.</p>
<p>We value hearing from our users, and are always interested in learning about ways
we can improve the Service.
By providing your feedback you agree that you are
giving up any rights you have in your feedback so that we may use and allow
others to use it without any restriction and without any payment to you.</p>
<p>Archived versions of our terms and policies are available at /legal-archives</p>