Terms of use

woman signing a contract

Introduction

Welcome to Cloudfox!

Cloudfox terms of use are our contract with you. They include our commitment as a service provider and your obligations as a customer.

These are your legal rights and obligations, so please read everything. If you can’t agree to our terms, then you can’t use our services.

BACKGROUND

  • Cloudfox is a provider of certain software applications and platforms which it makes available to subscribers for the purpose of running their operational software and accounting functions.
  • The End User wishes to use Cloudfox's service in its business operations.
  • Cloudfox has agreed to provide and the End User has agreed to take and pay for Cloudfox's service subject to the terms and conditions of this agreement.

Agreed terms

1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.

 

Authorised Users: those persons who are authorised by the End User to use the Software and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.
Cloudfox Agreement: the agreement between Cloudfox and the Software Provider in relation to the resale of the Software.
End User Data: the data inputted by the End User, Authorised Users, or Cloudfox on the End User's behalf for the purpose of using the Software or facilitating the End User's use of the Software.
Documentation: the documentation provided in connection with the Software and the Services.
Effective Date: the date of this agreement.
Subscription Term: from the Effective Date until terminated by either party on 30 days’ prior written notice.
Mandatory Policies: the Software Provider’s business policies listed in Schedule 2, as amended by notification to the End User from time to time.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Services: the subscription services provided by Cloudfox to the End User under this agreement being ………………...
Software: the online software applications provided by Cloudfox, which is owned and operated by the Software Provider.
Software Provider: ……………………….
Subscription Fees: the subscription fees payable by the End User as set out in Schedule 1.
Subscription Term: has the meaning given in clause 1.
User Subscriptions: the user subscriptions purchased by the End User pursuant to clause 1 which entitle Authorised Users to access and use the Software and the Documentation in accordance with this agreement.

2. Software Use

    • Subject to the terms of this agreement, Cloudfox hereby grants to the End User a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Software and the Documentation during the Subscription Term solely for the End User's internal business operations.
    • The parties recognise that the scope of the licence described above is limited to what is permitted under the Cloudfox Agreement.
    • In relation to the Authorised Users, the End User undertakes that:
      • the maximum number of Authorised Users that it authorises to access and use the Software and the Documentation shall not exceed the number of User Subscriptions it has purchased (if any) from time to time;
      • it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Software and/or Documentation;
      • each Authorised User shall keep a secure password for their use of the Software and Documentation, that such password shall be changed periodically and that each Authorised User shall keep their password confidential.
    • The End User shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Software that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • depicts sexually explicit images;
      • promotes unlawful violence;
      • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
      • is otherwise illegal or causes damage or injury to any person or property;

and Cloudfox reserves the right, without liability or prejudice to its other rights to the End User, to disable the End User's access to any material that breaches the provisions of this clause.

  • The End User shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties 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 Software and/or Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    • access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation; or
    • use the Software and/or Documentation to provide services to third parties; or
    • subject to clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to any third party except the Authorised Users, or
    • attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation, other than as provided in this agreement.
  • The End User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Cloudfox.
  1. Services
    • Cloudfox shall, during the Subscription Term, provide the Services and make available the Documentation to the End User on and subject to the terms of this agreement.
    • Cloudfox will, as part of the Services, provide the End User with Cloudfox's standard End User support services during Normal Business Hours in accordance with Cloudfox's Support Services Policy in effect at the time that the Services are provided. Cloudfox may amend the Support Services Policy in its sole and absolute discretion from time to time. The End User may purchase enhanced support services separately at Cloudfox's then current rates.
  2. Third party providers

The End User acknowledges that the Software may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Cloudfox makes no representation, warranty 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 the End User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the End User and the relevant third party, and not Cloudfox. Cloudfox recommends that the End User refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Cloudfox does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Software.

  1. Supplier's obligations
    • End User acknowledges that Cloudfox is an authorised partner of the Software Provider and is not responsible for the provision of the Software itself. Therefore, Cloudfox:
      • does not warrant that:
        • the End User's use of the Software will be uninterrupted or error-free; or
        • the Software or the Software will be free from vulnerabilities
      • is 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 the End User acknowledges that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • This agreement shall not prevent Cloudfox 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 this agreement.
    • Cloudfox warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
  2. End User's obligations
    • The End User shall:
      • provide Cloudfox and the Software Provider (as required) with:
        • all necessary co-operation in relation to this agreement; and
        • all necessary access to such information as may be required by Cloudfox;

in order to provide the Software, including but not limited to End User Data, security access information and configuration services;

  • comply with the Software Provider’s requirements, terms and conditions as may be provided from time to time;
  • without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
  • carry out all other End User responsibilities set out in this agreement and the Software Provider’s requirements in a timely and efficient manner;
  • ensure that the Authorised Users use the Software and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
  • obtain and shall maintain all necessary licences, consents, and permissions necessary for Cloudfox, its contractors and agents to perform their obligations under this agreement, including without limitation the Software.
  • The End User shall own all right, title and interest in and to all of the End User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such End User Data.
  1. Charges and payment
    • The End User shall pay the Subscription Fees to Cloudfox for the User Subscriptions in accordance with this clause 7 and Schedule 1.
    • If Cloudfox has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of Cloudfox:
      • Cloudfox may, without liability to the End User, disable the End User's password, account and access to all or part of the Software and Cloudfox shall be under no obligation to provide any or all of the Software while the invoice(s) concerned remain unpaid; and
      • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Cloudfox's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
    • All amounts and fees stated or referred to in this agreement:
      • shall be payable in pounds sterling or euros (as specified by Cloudfox);
      • are, subject to clause 3(b), non-cancellable and non-refundable;
      • are exclusive of value added tax, which shall be added to Cloudfox's invoice(s) at the appropriate rate.
  1. Proprietary rights
    • The End User acknowledges and agrees that the Software Provider, Cloudfox and/or its licensors (as the case may be) own all intellectual property rights in the Software, Services and the Documentation. Except as expressly stated herein, this agreement does not grant the End User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software or the Documentation.
    • Cloudfox confirms that it has all the rights in relation to the Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
  2. Confidentiality and compliance with policies
    • Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
      • is or becomes publicly known other than through any act or omission of the receiving party;
      • was in the other party's lawful possession before the disclosure;
      • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      • is independently developed by the receiving party, which independent development can be shown by written evidence.
    • Subject to clause 4, each party shall hold the other's Confidential Information in confidence and 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 this agreement.
    • 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 the terms of this agreement.
    • A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
    • The End User acknowledges that details of the Software, and the results of any performance tests of the Software, constitute Cloudfox's Confidential Information.
    • Cloudfox acknowledges that the End User Data is the Confidential Information of the End User.
    • No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
    • The above provisions of this clause 9 shall survive termination of this agreement, however arising.
  3. Indemnity
    • The End User shall defend, indemnify and hold harmless Cloudfox against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the End User's use of the Software and/or Documentation, provided that:
      • the End User is given prompt notice of any such claim;
      • Cloudfox provides reasonable co-operation to the End User in the defence and settlement of such claim, at the End User's expense.
  1. Limitation of liability
    • Except as expressly and specifically provided in this agreement:
      • the End User assumes sole responsibility for results obtained from the use of the Software and the Documentation by the End User, and for conclusions drawn from such use. Cloudfox and the Software Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Cloudfox by the End User in connection with the Software, or any actions taken by Cloudfox at the End User's direction;
      • 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
      • the Software and the Documentation are provided to the End User on an "as is" basis.
    • Nothing in this agreement excludes the liability of Cloudfox:
      • for death or personal injury caused by Cloudfox's negligence; or
      • for fraud or fraudulent misrepresentation.
    • Subject to clause 1 and clause 11.2:
      • Cloudfox 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; and
      • Cloudfox'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 Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
    • Nothing in this agreement excludes the liability of the End User for any breach, infringement or misappropriation of Cloudfox’s Intellectual Property Rights”.
  2. Term and termination
    • This agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for Subscription Term unless terminated in accordance with the provisions of this agreement.
    • Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
      • the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
      • the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified [in writing] to do so;
      • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
      • the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      • a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;
      • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2(c) to clause 14.2(j) (inclusive);
      • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
      • the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
      • Cloudfox’s ability to provide the Software is terminated or materially changed, including as a result of a change in partner status with the Software Provider.
    • On termination of this agreement for any reason all licences granted under this agreement shall immediately terminate and the End User shall immediately cease all use of the Software and/or the Documentation. On termination, Cloudfox will use reasonable endeavours to transfer the subscription for the Services to the Customer’s nominated account.
  3. Force majeure

Cloudfox shall have no liability to the End User under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Cloudfox or 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 the End User is notified of such an event and its expected duration.

  1. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

  1. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance
    • If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    • If any provision or part-provision of this agreement is deemed deleted under clause 1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Entire agreement
    • This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party acknowledges that in entering into this agreement it does not rely on[, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    • Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
    • The End User shall not, without the prior written consent of Cloudfox, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
    • Cloudfox may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.Assignment
  4. No partnership or agency

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).

  1. Third party rights

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.

  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

You’ve made it to the end. Thanks for reading our terms!