IRCCloud Terms of Service for Team Accounts
Effective: March 27, 2018
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.
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.
1. Defined Terms
In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:
Account means a registered account with us to access and use the Service;
Account Manager 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;
Agreement means the agreement between IRCCloud and you on these Terms of Service and the terms in the Paid Plan you choose;
Applications means the Mobile Application and any other software application we make available as part of the Service;
Authorised Users means your Account Manager and the employees or temporary workers your Account Manager invites to use the Service;
Confidential Information means information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary;
Customer Data 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;
Fees means the fees we charge for your use of the Service as set out in the Paid Plan as available here;
Intellectual Property Rights 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;
IRCCloud, we or us 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;
Mobile Application 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;
Month means a monthly period commencing from the Start Date;
Paid Plan 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;
Service means the internet relay chat technology we make available as a service via the Site or a Mobile Application;
Site means https://www.irccloud.com/;
Start Date means the date you sign up to the Service;
Trial means a free trial of the Service;
Trial Period means a period of thirty (30) days from the Start Date;
you or your means the company, business or any other entity or organisation signing up to the Service acting through the Account Manager or other representative.
2. Duration, Cancellation and Free Trial
- This Agreement shall commence on the Start Date and shall continue unless terminated in accordance with clause 2(c) or clause 15.
- IRCCloud offers a free Trial of the Service during the Trial Period.
- 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.
- If you do not cancel your Account during the Trial Period, you will automatically move onto the Paid Plan.
3. Access to the Service
- 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.
- 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).
- 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.
- 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.
- If we discover that any Authorised User is sharing their email address and passwords with any other person, we may terminate this Agreement immediately.
- 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 firstname.lastname@example.org.
4. Restrictions on use of the service
- The Service and Applications are only for the use by your employees or temporary workers as permitted by the functionality of the Service.
- You must comply with any conditions or restrictions contained in your Paid Plan.
- 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.
- 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).
- You shall not, except as may be allowed by any applicable law which
is incapable of exclusion by us:
- 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
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Applications; or
- access all or any part of the Service or Applications in order to build a product or service which competes with the Service; or
- use the Service or Applications to provide services to third parties; or
- 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
- attempt to obtain, or assist third parties in obtaining, access to the Service or Applications, other than as provided under this clause 4.
- 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.
5. Service Availability and Support
- IRCCloud will use commercially reasonable endeavours to make the
Service available except for:
- planned maintenance for which 24 hours notice will be given; or
- unscheduled maintenance during normal business hours (UK time) or otherwise, for which we will use reasonable endeavours to give you advance notice.
- 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).
6. Your Obligations
- 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.
- You will:
- comply with all applicable laws and regulations with respect to your activities under this Agreement;
- 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;
- 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;
- 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
- 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.
7. Customer Data
- 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.
- 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.
- 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.
8. Acting as your data processor (GDPR)
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.
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.
- Process the Personal Data in accordance with all applicable data protection laws and regulations;
- Process the Personal Data only in accordance with your documented instructions;
- unless prohibited by law, notify you:
- 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
- immediately if, in our opinion, any of your instructions infringes the Regulation or other Union or Member State data protection provisions;
- 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;
- treat the Personal Data as confidential information, and ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality;
- take all measures required pursuant to Article 32;
- 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;
- 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;
- 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;
- at your cost and following written agreement as to the details:
- make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28; and
- allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you;
- notify you without undue delay if we become aware of a Personal Data Breach.
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.
9. Charges and Payment
- Our Fees are payable each Month in advance commencing from expiry of the Trial Period.
- 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.
- We will charge your credit or debit card on or around the expiry of the Trial Period and each Month thereafter.
- 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.
- All amounts and Fees stated or referred to in this Agreement :
- are payable in the currency specified in the Paid Plan or otherwise stipulated by us;
- 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.
- 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).
10. Proprietary Rights
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.
- 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:
- 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;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- 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.
- 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.
- 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.
- We acknowledge that the Customer Data is your Confidential Information.
- This clause 11 shall survive termination of this Agreement, however arising.
12. Limited Warranty
- 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.
- Except as expressly and specifically provided in this Agreement:
- 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;
- 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
- 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.
- 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
- any breach of this Agreement;
- any use made by you or your Authorised Users of the Service or any part of it (including the Applications); and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
- Nothing in this Agreement excludes our liability:
- for death or personal injury caused by our negligence; or
- for fraud or fraudulent misrepresentation.
- 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.
- 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.
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.
- 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.
- We may terminate this Agreement by notice to you with immediate
effect, or such notice as we may elect to give you, if you:
- are in breach of applicable law;
- infringe our intellectual property rights in the Service or make unauthorised use of our Confidential Information.
- Either party may terminate this Agreement at any time on written
notice to the other if the other:
- 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
- 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.
- 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.
- 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.
16. Force Majeure
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.
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.
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.
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.
You may not assign or purport to assign this Agreement or any of its obligations thereunder without our prior written consent.
21. 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).
22. 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.
Any notice required to be given pursuant to this Agreement shall be given by email to email@example.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.
24. Entire Agreement
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.
25. Governing Law and Jurisdiction
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.
Archived versions of our terms and policies are available at /legal-archives