means the monthly fee payable in advance by the Subscriber in accordance with the fee schedule set out on the Website (which My Cloud PA may change from time to time on giving 30 days notice by email to the Subscriber) plus Value Added Tax or any other legislative tax or duty that may become payable."Confidential Information"
is all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through disclosure by one party without the authority of the other."Data"
means any data inputted by the Subscriber or with the Subscriber’s authority into the Website or Mobile App."Intellectual Property Right"
means any patent, trademark, service mark, copyright, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered."Service"
means the field service management services made available (as may be changed or updated from time to time by My Cloud PA via the Website and Mobile App."Website"
means the Internet site at the domain www.mycloudpa.com or any other site operated by My Cloud PA."Mobile App"
means the My Cloud PA Mobile app used by the Subscriber’s mobile workforce to process Data in the field."My Cloud PA"
means My Cloud PA Limited, 2nd Floor, 3 Pembroke Street Lower, Dublin 2, CRO number: 691192"Invited User"
means any person or entity, other than the Subscriber, that uses the Service from time to time with the authorization of the Subscriber."Person"
means any person firm or Company"Subscriber"
means the Person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that Person registers to use the Service."Trial Period"
means the period available to a prospective Subscriber to evaluate the adequacy of the Service for that Subscriber as set out in Clause 22. Use of the Service
If the Subscriber continues to use the Service after the Trial Period My Cloud PA grants the Subscriber the right to access and use the Service with the particular user roles available according to the subscription type selected by the Subscriber. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. The Subscriber acknowledges and agrees, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws that:
A. the Subscriber determines who is an Invited User and what level of user role access to the Service that the Invited User has;
B. the Subscriber is responsible for the Invited User and manner of use of the Service by all Invited Users
C. In the event of any dispute between a Subscriber and an Invited User regarding access to the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have if any.3. Your Obligations
A. After a Trial Period as described in Clause 2 an invoice for the Access Fee will be issued in respect of the following month of use, i.e. the Access Fee is payable in advance. My Cloud PA will continue invoicing the Subscriber monthly in advance until this Agreement is terminated in accordance with Clause 9. All My Cloud PA invoices will be sent to the Subscriber, or to a Billing Contact whose details are provided by the Subscriber, by email. If payment of the Access Fee is not made when due the Service will automatically terminate. In such event My Cloud PA will not be liable for any inconvenience loss or damage that the Subscriber or any other party may suffer including any consequential loss.
B. The Subscriber must use the Service only for his her or its own lawful internal business purposes, in accordance with these Terms and any notice sent by My Cloud PA or condition posted on the Website. The Subscriber may only use the Service on behalf of others or in order to provide services to others.
C. The Subscriber must ensure that all usernames and passwords required to access the Service are kept secure and confidential. The Subscriber must immediately notify My Cloud PA of any unauthorized use of the Subscriber’s passwords or any other breach of security and My Cloud PA will reset the Subscriber’s password. The Subscriber must take all other actions that My Cloud PA reasonably deems necessary to maintain or enhance the security of My Cloud PA computing systems and networks and the Subscriber’s access to the Services.
D. As a condition of these Terms, when accessing and using the Services, the Subscriber must not:
E. As a condition of these Terms, if the Subscriber uses any communication tools available through the Website (such as any forum, chat room or message center), the Subscriber agrees only to use such communication tools for lawful and legitimate purposes. The Subscriber must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which the Subscriber do not have the right to use).
When the Subscriber makes any communication on the Website, the Subscriber represents that he or she or it is permitted to make such communication. My Cloud PA is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, the Subscriber must exercise caution when using the communication tools available on the Website. My Cloud PA reserves the right to remove any communication at any time in its sole discretion.
The Subscriber hereby indemnifies My Cloud PA against all claims, costs, damage and loss arising from any breach of any of these Terms or any obligation the Subscriber may have to My Cloud PA.4. Confidentiality
A. Unless the relevant party has the prior written consent of the other or unless required to do so by law My Cloud PA and the Subscriber will each preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any Person, or use the same for its own benefit, other than as contemplated by these terms and conditions. My Cloud PA reserves the right to review any Data provided by the Subscriber for the purposes of improving the Service and ensuring accurate marketing.
B. Each party’s obligations under this clause will continue after the termination of these Terms.
C. The provisions of clauses 5 a) and 5 b) shall not apply to any information which:
Title to, and all Intellectual Property Rights in the Services, the Website, Mobile App and any documentation relating to the Services remain the property of My Cloud PA (or its licensors).
B. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data shall remain the property of the Subscriber. However, the Subscriber’s access to the Data is contingent on full payment of the Access Fee when due. The Subscriber grants My Cloud PA a license to use, copy, transmit, store, and back-up the Subscriber’s information and Data for the purposes of enabling the Subscriber to access and use the Service and for any other purpose related to provision of services to the Subscriber.
C. Backup of Data:
The Subscriber must maintain copies of all Data inputted into the Service. My Cloud PA adheres to its best practice policies and procedures to prevent Data loss, including a daily system Data backup regime but does not make any guarantee that there will be no loss of Data. My Cloud PA expressly excludes liability for any loss of Data no matter how caused. Should the Subscriber be unable to access the Service the Subscriber must notify My Cloud PA without delay. No claim for consequential loss or otherwise can be made against My Cloud PA in respect of any such failure.
D. Third-party applications and the Subscriber’s Data.
If the Subscriber wishes to enable third-party applications for use in conjunction with the Service, the Subscriber authorizes My Cloud PA to allow the providers of those third-party applications to access the Subscriber’s Data as required for the interoperation of such third-party applications with the Service. My Cloud PA shall not be responsible for any disclosure, modification or deletion of the Subscriber’s Data resulting from any such access by any such third-party application providers. Under no circumstances will My Cloud PA be or become liable for any loss or damage suffered by any such party and the Subscriber hereby indemnifies My Cloud PA from and against any claim that may be made by a third party.6. Warranties and Acknowledgements
The Subscriber acknowledges that:
i. The Subscriber is authorized to use the Service and the Website and to access the information and Data that the Subscriber inputs into the Website, including any information or Data input into the Website by any Person or organization the Subscriber has authorized to use the Service. The Subscriber is also authorized to access the processed information and Data that is made available to the Subscriber through the Subscriber’s use of the Website and the Service (whether that information and Data is the Subscriber’s own or that of anyone else).
ii. My Cloud PA has no responsibility to any person other than the Subscriber and nothing in this Agreement confers, or purports to confer, a benefit on any person other than the Subscriber. If the Subscriber uses the Service or accesses the Website on behalf of or for the benefit of anyone other than the Subscriber (whether a body corporate or otherwise) the Subscriber agrees that:
iii. The Subscriber hereby indemnifies My Cloud PA against any claims or loss relating to:
iv. The provision of, access to, and use of, the Service is on an “as is” basis and at the Subscriber’s own risk.
v. My Cloud PA does not warrant that the use of the Service will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. My Cloud PA does not accept any responsibility for any such interference or prevention of the Subscriber’s access or use of the Service.
vi. It is sole responsibility of the Subscriber to ensure that the Service meets the needs of the Subscriber’s business and is suitable for the purposes for which the Service is used.
vii. It is the responsibility of the Subscriber to check that storage of and access to the Subscriber’s Data via the Website and Mobile App will comply with the Subscriber’s legal obligations (including any laws requiring the Subscriber to retain records).
B. Suitability for the Subscriber’s Business
i. The purpose of the free Trial Period of one month is to enable the Subscriber to assess the suitability of the Service for the Subscriber’s Business. My Cloud PA cannot accept any responsibility and cannot give any opinion or warranty whether statutory or otherwise for the assessment and suitability of the Service in relation to the Subscriber’s business.
ii. If the Subscriber decides to use the Service after assessment, My Cloud PA will use its reasonable endeavors to enable the Subscriber to access the Service during the period of The Subscriber’s subscription but all electronic systems are capable of failure and should the Subscriber be unable to access the Service My Cloud PA will rectify any fault within 48 hours of receiving notification from you by e-mail of any such failure. My Cloud PA cannot accept responsibility for any such failure and in no circumstances shall My Cloud PA be responsible or liable for any consequential loss the Subscriber may suffer.
My Cloud PA gives no warranty in respect of the Service. Without limiting the foregoing, My Cloud PA does not warrant that the Service will meet the Subscriber’s requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (but without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
C. Consumer guarantees:
The Subscriber warrants and represents to My Cloud PA that the Subscriber is acquiring the right to access and use of the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.7. Limitation of Liability
A. To the maximum extent permitted by law, My Cloud PA excludes all liability and responsibility to the Subscriber (or any other person or organization) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
B. If the Subscriber suffers loss or damage as a result of My Cloud PA’s negligence or failure to comply with these Terms, any claim by the Subscriber against My Cloud PA arising from My Cloud PA’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the amount of the Access Fees paid by the Subscriber in the previous 12 months.
C. If the Subscriber is not satisfied with the Service, the Subscriber’s sole and exclusive remedy is to terminate this Agreement in accordance with Clause8. Termination
A. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under Clause 2. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided the Subscriber continues to pay the prescribed Access Fee when due. Either party may terminate this Agreement by giving notice to the other party at least 30 days before the end of the relevant payment period. If the Subscriber terminates this Agreement the Subscriber shall be liable to pay all Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of this Agreement.
B. Accrued Rights:
Termination of this Agreement does not extinguish any rights and obligations that may have accrued due to the other party up to and including the date of termination. On termination of this Agreement the Subscriber will: remain liable for any accrued charges and amounts which become due for payment before or after termination; and immediately cease to use the Services and the Website9. Customer Support Center
A. Technical Problems:
In the case of technical problems The Subscriber must make all reasonable efforts to investigate and diagnose problems before contacting My Cloud PA. If the Subscriber is unable to resolve any problem and is in need of technical help, the Subscriber must email My Cloud PA at email@example.com
B. Service availability:
My Cloud PA will endeavor to provide the Service and the Website at all times but delays may occur to enable maintenance or other development activity to take place or due to circumstances outside the control of My Cloud PA. My Cloud PA will use all reasonable endeavors to ensure that any such delay is kept to a minimum but in no circumstances will My Cloud PA be or become liable for any consequential loss or damage.10. General
A. Entire agreement:
This Agreement, and the terms of any other notices or instructions given to the Subscriber in accordance with this Agreement, supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between the Subscriber and My Cloud PA relating to the Service and any other matters dealt with in this Agreement.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
D. No Assignment:
The Subscriber may not assign or transfer any rights to any other person without My Cloud PA’s prior written consent.
E. Governing Law
The Agreement shall be governed by and construed in accordance with the laws for the time being in force in England and the parties agree to submit to the jurisdiction of the courts and tribunals of that Country.
If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, the remainder of this Agreement will be binding on the parties.
Any notice given under this Agreement and sent by either party to the other must be in writing or by email and will be deemed to have been given on transmission. Notices to My Cloud PA must be sent to firstname.lastname@example.org or to any other email address notified by email to the Subscriber by My Cloud PA. Notices to the Subscriber will be sent to the email address which the Subscriber provides when setting up the Subscriber’s access to the Service.
H. Rights of Third Parties:
A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.Our contact details are as follows:
My Cloud PA
D6, ACE Enterprise Park, Clondalkin, Dublin 22, Ireland
Company registration number: 602750