About these terms (“Terms”)
CleanCloud reserves the right to alter these Terms at any time. We shall alert you to our new terms or notify you of any change via our Portal, Site or App. Your continued use of this Service after amended Terms shall constitute that you agree and accept to be legally bound by those changes.
CleanCloud Limited is a limited liability company incorporated in England. Our company number is 09357458, and our registered office is at Unit 2, 12 Hoxton Market London, N1 6HW, UK
The Service provides to you point of sales and online ordering services. When you register to use our Service, we will provide you with an account to use the Service (“Account”). Only users who have registered through our Portal and have an Account (“Users”) may use the Service.
CleanCloud hereby grants to you a limited, non-exclusive, non-transferable right to use the Service provided that you comply with your obligations under the Agreement, including the following:
1. CleanCloud may, at its sole and absolute discretion, without prior notice to you and without liability, reject, prevent, discontinue or suspend your Account and/or your use of the Service if, at its sole discretion, CleanCloud is of the opinion that your use does not meet CleanCloud's specifications or guidelines, or which CleanCloud may consider to be inappropriate, illegal or harmful to its interests. If CleanCloud exercises its absolute discretion under this paragraph, it shall have no liability to refund any portion of your pre-paid subscriptions, if applicable. Without limiting or waiving any right against you that CleanCloud may have under the law or these Terms in relation to any inappropriate, illegal or harmful use, CleanCloud reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from your unused pre-paid subscriptions, if any, or to claim the same from you by any other means.
2. You agree to comply with any policies or guidelines that CleanCloud may introduce or amend from time to time. CleanCloud's policies or guidelines may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by CleanCloud, in its absolute discretion, from time to time.
3. You agree that you will not, and not cause third parties to: (a) modify, disrupt or interfere with the Service, supporting servers, or networks, either manually or through the use of scripts, viruses, or worms; (b) modify, adapt, translate, reverse engineer, decipher, decompile, reproduce, duplicate, copy, deconstruct, sell, trade or resell the Service; (c) excessively overload the systems that CleanCloud uses to provide the Service; or (d) provide access to or furnish any part of the Service to any third party.
4. You shall not send or transmit any material which infringes any third party’s intellectual property rights.
5. You shall not create a false identity or submit inaccurate, false or misleading information.
6. CleanCloud may, at its sole and absolute discretion and without prior notice to you, amend, suspend, vary or withdraw the Service, these Terms, Portal, Site and/or App at any time.
7. You shall be solely responsible for your use of the Service, Portal, Site and App, and shall indemnify CleanCloud for, and hold CleanCloud harmless from, all loss, costs, and damages incurred by CleanCloud in connection with any claims by third parties against CleanCloud in relation to your use of the Service, Portal, Site and App, and in connection with your breach of these Terms or any policies or guidelines that CleanCloud may introduce from time to time.
8. You hereby represent, warrant and covenant to CleanCloud that at all times: (a) you have all rights, consents, licences and permits that may be necessary or desirable for you to have in order to use the materials, graphics, logos, videos, data or information you input into the Service (where applicable) ("Your Content") in the manner and the purpose for which you use Your Content; (b) all of Your Content comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
9. You represent and warrant to CleanCloud that you have the full corporate rights, power and authority to agree to these Terms and perform the obligations agreed by you, and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation.
10. You hereby agree that CleanCloud may, but is not obliged to, use your business name and logo and refer to you as a user of the Service in any publicity, press release, advertising or marketing material, throughout the world and using any form of media. If you wish to use or display CleanCloud's trademarks or mention CleanCloud in any publication, website, press release or in any other manner, you must obtain the prior written consent of CleanCloud.
11. You agree that you are solely responsible to obtain or provide any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of the operation of such hardware or software, including incompatibility with any platforms used by CleanCloud in providing the Service.
12. You agree that CleanCloud is the sole owner of and has the right to use any feedback you provide on the Service in any way whatsoever including to improve existing or create new products and services. CleanCloud reserves all rights, including any intellectual property, in the Service, Site and App not granted to you expressly in these Terms. Except to the extent set out in the Agreement, or otherwise agreed in writing between us, you are not permitted to use such rights. You hereby agree to grant CleanCloud a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host and use (a) Your Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of Your Content) for the purpose of providing you with the Service, and (b) if CleanCloud provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions and other material you upload or publish on such a forum.
The below provisions (a) to (h) apply to you if CleanCloud has agreed to supply you with a Custom Branded App (the “App” or the “Custom Branded App”). The other Terms and Conditions herein also apply to you in relation to your App and, where applicable, references to the Service will be read as including reference to your App.
a) Once you have agreed, in writing or otherwise, to purchase the Custom Branded App and chosen your payment plan as per section (b) below, you will need to complete the steps 1-5 listed out [here] [link to: https://cleansupport.zendesk.com/hc/en-us/articles/360003281412-Custom-iOS-Android-App]. Upon completion of those steps, development of your app will take around 6-8 weeks. Consequently, any delay in you completing those steps will likely have a direct knock on impact in terms of when we provide you with the completed Custom Branded App. Upon submission to an App store it is possible that the App can be rejected by Apple or Google thereby causing further delays for which we shall utilise best endeavours in order resolve. CleanCloud shall not be held liable for any such delays mentioned above, which will also not discharge you from your payment obligations as laid out in this clause 6.
b) There are two separate payment plans in connection with your App that you may choose from:
i. you may pay CleanCloud the full amount for your App in one instalment, in advance of CleanCloud providing you with your App and a monthly fee for the software licence in connection with the App until your subscription for the App is terminated (the “Pro Licence“); or
ii. you may pay CleanCloud the amount for your App, the Pro Licence and the Maintenance Plan (see below) in monthly instalments over a 24-month period (the “Monthly Payment Period”) (the “Monthly Payment Plan”). CleanCloud will inform you of the payment instalment amounts and due dates during the Monthly Payment Period. After the Monthly Payment Period, you will continue to pay the Pro Licence and Maintenance Plan on a monthly basis until your App subscription is terminated. If you choose to cancel your Maintenance Plan, you may do so by serving written notice on CleanCloud. Thereafter, your monthly payments will only be in respect of the Pro Licence and you acknowledge that section 6 below will apply to you.
c) If you have selected the Monthly Payment Plan and your account is terminated prior to the end of the Monthly Payment Period, you will be liable to pay CleanCloud the remaining amount in respect of the App, the Monthly Pro Licence and the Maintenance Plan for the full Monthly Payment Period (the “Termination Payment“), within 7 days of the last day of your subscription for your App (the “Termination Payment Deadline“). If you do not pay CleanCloud the Termination Payment by the Termination Payment Deadline, you agree to pay interest on the Termination Payment from the Termination Payment Deadline until such payment is made. Interest under this section will accrue each day at 4% a year above the Bank of England’s base rate from time to time. CleanCloud reserves the right to take any available steps against you in respect of any outstanding debts owed to CleanCloud to the fullest extent permitted by law, including, but not limited to, the use of third-party debt collection agencies.
d) After the termination of your account by either party, you will not be able to access any future data created by your App and you hereby agree that you will have no right to access or use your App after such termination.
e) If you have opted in to CleanCloud’s Optional Maintenance Plan (the “Maintenance Plan”), CleanCloud will provide you with technical support in relation to your App, including one update within a 12-month period at your request. In the event that more than one update is requested during a 12-month period, such additional updates will be subject to further fees, as set by CleanCloud from time to time. Technical support available under the Maintenance Plan is limited to changes which CleanCloud can make to your App within the current code base of the App.
f) If you have opted in to the Maintenance Plan and you are not currently subject to the Monthly Payment Plan, you will pay CleanCloud the Optional Maintenance Fee (set by CleanCloud from time to time) each month on a date set by CleanCloud.
g) If you have not opted into the Maintenance Plan and are not currently subject to the Monthly Payment Plan, you hereby acknowledge that you are not entitled to technical support or updates to your App. You may request technical support or App updates from CleanCloud and you will need to pay CleanCloud for such work, at a price set by CleanCloud from time to time. You hereby agree that CleanCloud will not be liable for any loss incurred in connection with a malfunction or technical error of your App if you are not covered by the Maintenance Plan.
h) Your hereby agree that, notwithstanding any of the terms contained in this section (Custom Branded App), the section headed “Limitation of Liability” above applies to you in connection with your App, whether or not you have opted in to the Maintenance Plan.
By creating an Account and subscribing for the Service or renewing your subscription for the Service, you indicate you agree to the charges imposed by CleanCloud for the Service you have requested. You agree to comply with any payment terms that CleanCloud may impose from time to time. You may be required to pay CleanCloud in advance and/or an annual, half yearly, quarterly or monthly basis to use the Service as set out in your Account. Your subscription may be renewed automatically on or close to its expiry at the subscription rates applicable at the time of renewal. It is solely your responsibility, and not that of CleanCloud, to ensure that your subscription is renewed prior to its expiry. If you fail to renew your subscription, it shall expire automatically. CleanCloud may not give you prior notice of an automatic renewal. If CleanCloud is unable to effect this automatic renewal for any reason whatsoever, your subscription will expire automatically. For subscribers choosing to pay by credit card, you agree that subscription fees for renewal shall be charged to the credit card on record unless CleanCloud is notified of a change or cancellation in writing using the tools or means made available by CleanCloud. All sums payable by you to CleanCloud may be quoted exclusive of any goods and services tax, or any other taxes that may be levied on the subscription or charges levied by CleanCloud. As such, you agree that CleanCloud may charge you and/or the credit card on record for any taxes or charges that CleanCloud is required by any applicable law or regulation to levy on the subscription or charges. Support may be provided as part of your subscription, unless you are subscribed to the entry level Basic subscription. If you have fallen behind on your subscription payments or you have an outstanding balance with CleanCloud, then CleanCloud may cease to provide support services until all debts are cleared. Subscription to CleanCloud is done on a per store basis. You will require one subscription per store (including virtual stores, locations or services). Using more than one store, or processing orders on behalf of other stores on one subscription, will require you to make a custom pricing arrangement with CleanCloud or your Account will be suspended or terminated by CleanCloud.
CleanCloud shall have the right to terminate the Agreement, without prior notice, if you breach or fail to comply with any provision of the Agreement. The Agreement and your ability to use the Service shall also automatically terminate upon the expiry of your subscription. After termination, CleanCloud may, at its sole discretion, maintain any data you have uploaded into its systems, including Your Data and Your Content. However, you agree that other than any obligations expressly stated in these Terms, CleanCloud has no responsibility to you to maintain your Account or any of your data after termination and you shall hold CleanCloud harmless and free from any fees, damages, or claims you may suffer in relation to the same or any claims or actions you may have or face in relation to the same. If termination is due to your failure to renew your subscription on a timely basis, you may reactive your Account and access your data if renewal under such circumstances is enabled by CleanCloud. To do so you may have to pay any subscription fees or charges that may be imposed by CleanCloud, including reactivation fees (if any), within any period that may be stated by CleanCloud. If you fail to renew your Account, CleanCloud may permanently remove and delete your Account and any data you have uploaded into its systems.
1. process that personal data only on your written instructions unless CleanCloud is required by the laws of any member of the European Union or by the laws of the European Union applicable to you to process personal data (“Applicable Laws”);
2. ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
3. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled: (a) CleanCloud or you have provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) CleanCloud complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (d) CleanCloud complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
4. assist you in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5. notify you without undue delay on becoming aware of a personal data breach;
6. ensure that all our employees keep the personal data confidential; 7. at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data; and
8. maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation and allow for audits by you or your designated auditor. You consent to CleanCloud appointing third-party processors of Personal Data under the Agreement for the purposes of storage and data analytics. CleanCloud confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between CleanCloud and you, CleanCloud shall remain fully liable for all acts or omissions of any third-party processor appointed by it.
If CleanCloud and/or any of their affiliates (collectively the "Indemnified Parties") take any action to enforce any of these Terms, you agree to indemnify and hold harmless the Indemnified Parties, their affiliates, and their respective officers, directors, employees and agents from and against any and all claims, losses, costs, expenses, causes of action or demands, including reasonable legal and accounting fees, arising out of and relating to your use of the Service, and any and all breaches by you of these Terms.
UNLESS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, CLEANCLOUD MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING ITS SITE, APP, SERVICE OR OTHER PRODUCTS OR SERVICES AVAILABLE ON ITS SITE OR APP AND/OR ANY MATERIALS PROVIDED ON THE SITE OR APP, ALL OF WHICH ARE PROVIDED ON AN "AS IS” BASIS. CLEANCLOUD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SERVICE, OR THE SITE OR APP. CLEANCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES, AND TERMS IN RELATION TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE UNITED KINGDOM. CLEANCLOUD DOES NOT WARRANT THAT THE SERVICE, ITS SITE, APP, SERVERS OR ANY E-MAIL SENT FROM CLEANCLOUD IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FOR THE AVOIDANCE OF DOUBT, CLEANCLOUD DOES NOT GUARANTEE THE EFFECTIVENESS OF THE SERVICE. CLEANCLOUD TAKES NO RESPONSIBILITY FOR THE SECURITY, CONFIDENTIALITY OR PRIVACY OF THE COMMUNICATIONS AND/OR DATA TRANSMITTED OVER THE INTERNET AND DOES NOT WARRANT (AND EXPRESSLY EXCLUDES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES) THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR OR LOSS OF CONTENT, DATA OR INFORMATION. IN ADDITION, CLEANCLOUD SHALL NOT BE LIABLE FOR ANY COMPATIBILITY ISSUES PERTAINING TO CUSTOMERS' COMPUTERS, APPLICATIONS OR OTHER SOFTWARE ON ANY COMPUTERS USING THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLEANCLOUD BE LIABLE FOR (I) (A) ANY LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (B) ANY LOST PROFITS, ORDERS, REVENUES, SAVINGS, BUSINESS OPPORTUNITIES OR DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STRICT LIABILITY, STATUTE OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED TO THE AGREEMENT; AND (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICE, SITE OR APP). If, notwithstanding the foregoing, CleanCloud should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of the Service, Site or App, to the full extent permitted by law, the combined aggregate liability of CleanCloud shall in no event exceed the value of the monthly subscription for the Service paid by you or £1000.00, whichever is lower. Further, CleanCloud's liability to you in contract, tort, negligence, strict liability, under statute or otherwise will be reduced to the extent, if any, to which you contributed to the loss or damage. We do not exclude or limit in any way our liability for: (a) death or personal injury caused by our negligence; or (b) fraud or fraudulent misrepresentation.
CleanCloud has no responsibility for and is released from all contractual obligations and liability (e.g. for damages) if its performance of these Terms is affected by an event of force majeure. For the purpose of this clause, the term "force majeure" means and includes any event which was not under the control of CleanCloud, or was not reasonably foreseeable, including, but not limited to any natural disaster such as thunderstorm, flood or storm, fire, national emergency, strike or equivalent labour action, or the unavailability of the Internet for reasons beyond the control of CleanCloud.
If we choose to waive any particular right we have under the Agreement on any particular occasion this does not prevent us from exercising that right on another occasion. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement. You are not entitled to transfer or assign your rights and obligations under the Agreement to anyone else without our prior written permission. These Terms will be governed by and construed in accordance with English law, and any disputes relating to these Terms will be subject to the jurisdiction of the courts of England and Wales. If you are outside the United Kingdom we accept no liability for breaches of any local laws in your jurisdiction and by accepting these Terms you accept that it is your responsibility to ensure that any such laws are complied with.
CleanCloud guarantees that its Service will be available 99.9% of the time in a calendar month ("Monthly Uptime Guarantee"), excluding Maintenance and Exclusions (both terms of which are defined below). You are eligible to claim service credit(s) for Service Downtime if CleanCloud fails to meet the Monthly Uptime Guarantee, provided the total Service Downtime of 0.1% in a calendar month is verified by CleanCloud. "Service Downtime" is defined as an inability to access the Service caused by failure of network equipment managed, owned, leased or used by CleanCloud to provide the Service, including the failure of managed switches, routers, and cabling but excluding Maintenance and Exclusions. The Monthly Uptime Guarantee does not include time required to perform data restores and backups if applicable.
If you attempt to access any of your data but the data is irrecoverable, you must report the same to CleanCloud as soon as possible. CleanCloud will investigate the cause of the same and will require your assistance during such investigation. If the result of CleanCloud’s investigation indicates that the cause of such irrecoverable data is due to the fault of CleanCloud, then CleanCloud will grant a service credit to you up to a maximum of the fee charged to you for the calendar month during which the irrecoverable data event took place.
CleanCloud provides 24/7 free support to those on the Standard and Professional subscriptions. Support queries are prioritised based on urgency and you should expect a response to an query within 30 minutes, feature requests depends on developer availability but are typically replied to within 72 hours. Support does not include free training, although it may sometimes be provided depending on availability. Subsequent or repeat queries will likely be put to the back of the queue. It is recommended that you provide as much information as possible in your original query to ensure a fast response.
Customer shall not be entitled to any service credits if any Service Downtime is due to the following ("Exclusions"):
1. the actions or omissions of yourself or your employees, agents, representatives or contractors using the password(s) and user ID(s) issued by CleanCloud to you to access the Service or your Account;
2. Maintenance carried out by CleanCloud;
3. a denial of Service attack, hacker activity, or other malicious event or code targeted against CleanCloud or a User;
4. failure of any hardware, software, network or Internet infrastructure not owned or managed by CleanCloud or its sub-contractors; and
5. factors outside CleanCloud's reasonable control.
1. any scheduled maintenance of the cloud data centres used by CleanCloud to provide the Service of which you are notified at least 2 days in advance. For the purpose of notifying you, CleanCloud will use the contact email on record. Please ensure that this email is up to date and accessed frequently; and
2. any maintenance of the data centres used by CleanCloud: (a) is necessary to avoid an immediate threat to the data centre or the Service; and (b) of which Customer is notified.