IRCCloud Terms of Service
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. Welcome to IRCCloud
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 “Service”).
The Service is operated by IRCCloud Limited (“IRCCloud”, “we”, “our”, or “us”).
2. Your relationship with us
These Terms of Service set out the basis of your relationship with us. It is important that you read and understand the Terms of Service before using the Service. 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.
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.
3. Information about us
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.
4. Information about you
5. Setting up an Account
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.
You must be of legal age and capable, in your country of residence, of entering into a legally binding agreement to use the Service.
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.
6. Free and Paid Service
We offer two types of Service, a free service with limited functionality (the “Free Service”) and a paid service with more enhanced functionality (the “Paid Service”).
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.
After the Free Trial, you will automatically move onto the Free Service unless you upgrade. You can upgrade as indicated on our website.
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.
7. Your right to use the Service
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.
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.
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.
The following terms also apply where you acquire our App from the iTunes Store (“iTunes-Sourced Software”):
You 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.
Your use of the iTunes-Sourced Software must comply with the Apple app store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Software.
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 Sourced Software.
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.
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.
You agree that you are not located in a country that is subject to a U.S. Government embargo, 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
8. User content
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 illegal activity; infringes another person’s rights; or breaches applicable privacy rights or laws (the “Rules of Acceptable Use”).
We 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 Use.
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.
9. Service restrictions
Save as permitted by any open source licence (where you downloaded the App source code), when using the Service you must not:
- 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; 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.
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.
The fees for the Paid Service are available at irccloud.com/pricing (the “Fees”).
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.
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.
All amounts and Fees stated or referred to in these Terms of Service:
- are payable in the currency you select;
- 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 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.
11. Our liability/responsibility to you
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.
If you are using the Paid Service, IRCCloud will use commercially reasonable endeavours to make the Paid Service available except for:
- planned maintenance for which 24 hours advance notice will be given; or
- unscheduled maintenance, during which we will use reasonable endeavours to keep you up to date.
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 time).
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 by law.
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 arising.
In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable.
12. Canceling your Account
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.
Either we or you may cancel your Account where either of us breaches this Terms of Service in a serious way.
On cancellation for any reason all licences granted shall immediately end and your right to access and use the Service will end
13. Acting as your data processor (GDPR)
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. 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 13 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 13 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 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;
- 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.
14. Resolving disputes
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 dispute informally.
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.
15. Changes to the Service
We are constantly updating and improving the Service to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and the Service.
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.
You agree 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.
We will try, where possible and reasonable, to contact you to let you know about any significant changes to the Service.
16. Changes to the documents
We may revise these Terms of Service from time to time but the most current version will always be at: irccloud.com/terms
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 notice.
17. Documents that apply to our relationship with you
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.
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 relationship.
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.
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 consumer.
19. Contact, feedback and complaints
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.
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.
Archived versions of our terms and policies are available at /legal-archives