Terms of Service

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Terms of Service - Eido Software Ltd

This document and the documents referred to in it are your Terms of Use with Eido Software Ltd. Please read this carefully before using our cloud-based platform.

On Accepting these terms, I confirm that I am authorised on behalf of the Client to place an order for eido Software Ltd subject to the terms and conditions set out below. I also warrant that the personal information and details submitted during the signup process is correct and accurate to the best of my knowledge.

A: Property of eido Software Ltd

FOLLOWING ACCEPTANCE, YOU MAY ACCESS AND USE THE EIDO SOFTWARE LTD SOFTWARE THROUGH OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT ('THE MATERIALS'), ARE AND REMAIN THE PROPERTY OF Eido Software LTD.

B: LICENCE ACCEPTANCE PROCEDURE

ON ACCEPTANCE YOU INDICATE AGREEMENT TO THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ('CLIENT'). IN THIS END USER LICENCE AGREEMENT, 'YOU' INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE ACCEPTING.

DEFINITIONS

The following terms as used in this Agreement have the following meanings:

"Accept/Accepting/Acceptance" means (i) your placing a check in the box on our sign up form confirming that you accept these terms and (ii) clicking the ‘Sign Up’ box which shall together constitute a binding contract between eido Software Ltd and the Client

"Agreement" means these terms of use which may be amended by eido Software Ltd from time to time in its sole discretion;

"eido Software Ltd" means the cloud based (online) software solution, managed by eido Software Ltd and provided through the Website;

"eido Software Ltd Technology" means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by eido Software Ltd in providing the Service;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in England are open for business;

"Cancellation Period" means the period of 21 days starting on the Effective Date;

"Card Details" means valid credit or debit card details provided by the Client for payment of the Fees;

"Client" means the corporate entity or organisation ordering the Service(s);

"Client Data" means any data, information or material provided or submitted by the Client to the Service or generated by the Service in the course of using the Service including but not limited to your customer data held in the Service;

"Content" means the documents, software, products and services contained or made available to the Client in the course of using the Service;

"Data Protection Legislation" means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

"Defect" means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;

"Effective Date" means the date the Accepting Individual Accepts on behalf of the Client to commence use of the Service;

"Fee(s)" means all fees charges or other payments due made from the Client to eido Software Ltd as provided by the Pricing Plan in force at the time the Fees become payable.

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"Licensed Agents(s)" means those Users who are authorised to administer the Client use of the Service;

"License Term" means the period during which the Client is licensed to use the Service pursuant to this Agreement;

"Trial Period" means the initial period of 30 days from the Effective Date;

"Period" means the period of either (i) one calendar month or (ii) one year. Each such period shall begin on the day of the month (in the case of (i) above) or date of the year (in the case of (ii) above) on which the Client began paying for the Services. Such date shall be recorded in the administration pages of the Service.

"Pricing Plan" means the schedule of fees and billing terms currently in force which can be viewed at https://www.eido.cloud/pricing . eido Software Ltd may replace the Pricing Plan on 15 days prior written notice (including by email or though the Administration pages in the Service) and for the avoidance of doubt such new Pricing Plan may increase the Fees payable and/or introduce new Fees.

"Service(s)" means the online platform (https://app.eido.cloud), developed, operated, and maintained by eido Software Ltd (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by eido Software Ltd, to which the Client is being granted access under this Agreement, including the eido Software Ltd Technology and the Content;

"User(s)" means the Client's employees, representatives, consultants, contractors, customers or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by eido Software Ltd at the Clients request);

"Website" means www.eido.cloud

TRIAL PERIOD AND DURATION

The Services will be provided free of charge for the Trial Period only. Thereafter the Client will:

failing which eido Software Ltd may immediately cease provision of the Services in accordance with clause "Termination Upon Expiration" - as part of the trial.

If the Client has provided Card Details to eido Software Ltd, or has been permitted to pay by BACS, the Services shall continue to be provided for so long as the Fees are paid as aforesaid unless and until this Agreement is terminated in accordance with these terms and conditions and the pricing plan.

DISCLOSURE

Regarding any personal data input by or collected from the Client that may be stored or processed in the eido Software Ltd system, such data shall be stored and processed by eido Software Ltd in accordance with Data Protection Legislation. Note that because the Service is a hosted, online application, eido Software Ltd occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service.

PRIVACY & DATA PROCESSING

eido Software Ltd's processing policy in relation to the Client's use of the Service may be viewed https://www.eido.cloud/resources/legal/gdpr-data-processing-agreement. The Processing Policy sets out the scope, nature and purpose of processing by eido Software Ltd, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject. eido Software Ltd reserves the right to modify its processing policy in its reasonable discretion and in accordance with Data Protection Legislation from time to time.

Both parties shall comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and eido Software Ltd is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

Without prejudice to the generality of the forgoing in this clause, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to eido Software Ltd for the duration and purposes of this agreement.

Without prejudice to the generality of the forgoing of this clause, eido Software Ltd shall, in relation to any Personal Data processed in connection with the performance by eido Software Ltd of its obligations under this agreement:

1. process that Personal Data only on the written instructions of the Client unless eido Software Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to eido Software Ltd to process Personal Data (Applicable Laws). Where eido Software Ltd is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, eido Software Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit eido Software Ltd from so notifying the Client;
2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5. notify the Client without undue delay on becoming aware of a Personal Data breach;
6. at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement in accordance with Clause “Data Return and Destruction” unless required by Applicable Law to store the Personal Data; and
7. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Client or the Client's designated auditor.

eido Software Ltd will not transfer any Personal Data outside of the European Economic Area.

The Client consents to eido Software Ltd appointing the following classes of third-party processors of Personal Data under this agreement:

Service providers acting as processors based in the UK who provide IT, development and system administration services.
Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in the UK who provide consultancy, banking, legal, insurance and accounting services.
HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom who require reporting of processing activities in certain circumstances.

eido Software Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between the Client and eido Software Ltd, eido Software Ltd shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.

eido Software Ltd may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, IF THE CLIENT BECOMES A PAYING USER OF THE SERVICE, THE CLIENT AGREES THAT eido Software LTD CAN DISCLOSE THE FACT THAT THE CLIENT IS A PAYING USER OF THE SERVICE.

LICENSE GRANT & RESTRICTIONS

eido Software Ltd hereby grants the Client a non-exclusive, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by eido Software Ltd and its licensors.

The Client may not access the Service if they are a direct or indirect competitor of eido Software Ltd, except with eido Software Ltd's prior written consent. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

The client shall not:

license, lease, sublicense, sell, resell, transfer, display, disclose, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way -Clients who have a reseller agreement, or are part of the MSP plan are exempt from this clause;
modify, duplicate copy or make derivative works based upon the Service or the Content;
create Internet "links" to the Service or "frame", "mirror", republish, transmit or distribute any Content on any other server or wireless or Internet-based device;
reverse compile, decompile, or in any way reverse engineer or otherwise reduce to human perceivable form all or any part of the Service or Content;
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Content (other than as provided under this Agreement); or
access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

The Client may use the Service only for internal business purposes and shall not:

store infringing, obscene, sexually explicit, threatening, harassing or racially or ethnically insensitive, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights;
store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
attempt to gain unauthorised access to the Service or its related systems or networks.

THE CLIENT'S RESPONSIBILITIES

The Client is responsible for all activity occurring under their User accounts and shall:

abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data;
carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner;
review and approve the technical and organisational measures taken by eido Software Ltd to protect against (a) unauthorised or unlawful processing, (b) accidental loss or destruction of or (c) damage to Personal Data (available here: https://www.eido.cloud/resources/legal);
be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to eido Software Ltd, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet
notify eido Software Ltd immediately of any unauthorised use of any password or account or any other known or suspected breach of security;
report to eido Software Ltd immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and
not impersonate another eido Software Ltd User or provide false identity information to gain access to or use the Service.

ACCOUNT INFORMATION AND DATA

eido Software Ltd does not own any of the Client Data. The Client, not eido Software Ltd, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data,

any breach of the Data Protection Legislation by the Client; or
any inaccuracy in the Client Data as input by the Client.

INTELLECTUAL PROPERTY OWNERSHIP

eido Software Ltd alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the eido Software Ltd Technology and any content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the eido Software Ltd Technology or the Intellectual Property Rights owned by eido Software Ltd. The eido Software Ltd name, the eido Software Ltd logo, and the product names associated with the Service are trademarks of eido Software Ltd or third parties, and no right or license is granted to use them.

FEES AND RENEWAL
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After the Trial Period, if the Client wishes to continue using the Service, they must sign up to a paid plan through the portal and provide Card Details or obtain permission from eido Software Ltd to pay via Bank Transfer. Providing Card Details, either at the Effective Date or later, authorizes eido Software Ltd to charge all Fees to that card.

Clients can choose between a monthly or annual plan when signing up. Pricing details will be displayed within the product, allowing clients to select the appropriate plan and quantity. Custom pricing schedules will be outlined in a separate document. eido Software Ltd reserves the right to increase Fees by up to 5% annually.

Fees are collected in advance on the first day of the applicable billing period (or the next Business Day). Payment obligations are non-cancellable, and all payments are non-refundable. Clients are responsible for paying for all ordered Services throughout the License Term.

To adjust the number of licenses purchased for the Service, clients should make changes through the Administration pages. Any pricing adjustments will be reflected in the next billing period.

Fees for other services will be charged on a quoted basis. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, which remain the Client's responsibility.

Pricing terms are confidential and must not be disclosed to third parties.

Clients must provide accurate billing and contact details, updating them within 30 days of any change through the Administration Page. If the provided information is false or fraudulent, eido Software Ltd reserves the right to terminate Service access and seek other legal remedies.

eido Software Ltd only services corporate entities or organizations, with all billing conducted in GBP, USD and EUR only.

If the Client disputes an invoice, they must notify eido Software Ltd within 60 days of the invoice date for assessment and potential adjustments or credits.

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NON-PAYMENT AND SUSPENSION

eido Software Ltd reserves the right to suspend or terminate access to the Service if invoices are overdue or not paid within 30 days. Additionally, we reserve the right to delete any Client data associated with the Service in such cases.

TERMINATION WITHIN CANCELLATION PERIOD

eido Software Ltd may at its sole discretion terminate this Agreement with immediate effect at any time before the expiry of the Cancellation Period.

eido Software Ltd shall not be obliged to give notice of such termination to the Client but may do so at its sole discretion in any form.

TERMINATION UPON EXPIRATION

This Agreement will automatically expire at the end of the Trial Period unless the Client has subscribed to the service.

TERMINATION BY NOTICE

If the Client wishes to terminate this Agreement, they must provide notice to support@eido.cloud. The notice period will be available in the pricing schedule which forms part of this contract, or 30 days if the client does not have a pricing schedule.

eido Software Ltd may terminate this Agreement if eido Software Ltd decides to withdraw the Service (whether on a temporary or permanent basis) or decides to no longer permit access to the Service by the Client (by use of passwords or changes of passwords or by any other means). No refunds shall be due in cases in which Clients have paid for but not received Services.

TERMINATION FOR CAUSE

eido Software Ltd may terminate this Agreement if the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach. Without limit to the generality of the foregoing any breach of the Client's payment obligations or unauthorised use of the eido Software Ltd Technology or Service will be deemed a material and irremediable breach of this Agreement.

TERMINATION CONSEQUENCES

Following termination for any reason eido Software Ltd will terminate the Client's password, account and use of the Service. Within 14 days of the termination of the contract the Client must pay to eido Software Ltd in full and without set off:

the Fees due up until the date of such termination, and
any other sums due under this Agreement.

Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

DATA RETURN AND DESTRUCTION

Subject to Clause “Internet Delays” and Clause “Force Majeure,” eido Software Ltd will provide the Client with access to their data in JSON, or CSV format, or in another format if requested, for all or part of the data in its possession or control.

On termination of this Agreement for any reason or the expiry of its term, eido Software Ltd will securely delete or destroy or, if directed by the Customer prior to such termination, return and not retain, all or any personal data related to this Agreement in its possession or control in the format and medium in which the Client uploaded the data to the service.

If any law, regulation, or government or regulatory body requires eido Software Ltd to retain any documents or materials that eido Software Ltd would otherwise be required to return or destroy, it will notify the Client in writing of that retention requirement, giving details of the documents or materials that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.

REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. eido Software Ltd represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by eido Software Ltd within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that the Client provides all the information that may be necessary to assist eido Software Ltd in resolving the Defect, including sufficient information to enable eido Software Ltd to recreate the Defect.

The Client represents and warrants that they have not falsely identified themselves nor provided any false information to gain access to the Service and that their billing information is correct.

CONFIDENTIAL INFORMATION

eido Software Ltd will keep all Client Data confidential, providing that Client Data may be disclosed to eido Software Ltd's employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential).

The obligation to keep the Client Data confidential will not apply to any information that:

Is already known to the public; or
Is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that eido Software Ltd will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.

This clause shall survive termination of this agreement, however arising.

MUTUAL INDEMNIFICATION

The Client shall indemnify and hold eido Software Ltd, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties; or (iii) a claim arising from the breach by the Client or their Users of this Agreement, provided in any such case that eido Software Ltd (a) gives written notice of the claim promptly to the Client; (b) gives the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release eido Software Ltd of all liability and such settlement does not affect eido Software Ltd's business or Service); (c) provides to the Client all available information and assistance; and (d) has not compromised or settled such claim.

eido Software Ltd shall indemnify and hold the Client and their parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including all reasonable legal and professional fees and costs) arising out of or in connection with: (i) a proven claim that the Service directly infringes the copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a substantial and actual violation by eido Software Ltd of its representations or warranties; or (iii) a claim arising from eido Software Ltd's wilful and knowing disclosure of your Client Data to any unauthorised parties unless required by law; provided that the Client (a) promptly give written notice of the claim to eido Software Ltd; (b) give eido Software Ltd sole control of the defence and settlement of the claim ; (c) provide to eido Software Ltd all available information and assistance; and (d) have not compromised or settled such claim. eido Software Ltd shall have no indemnification obligation, and the Client shall indemnify eido Software Ltd pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Client's products, service, hardware or business process(es).

DISCLAIMER OF WARRANTIES

eido Software Ltd and its licensors do not guarantee that:

the Services will operate error free or without interruption;
all program defects in relation to the Services will be corrected; and
the Services will operate with any hardware, software, system or data not identified in the ordering process.

ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY eido Software LTD AND ITS LICENSORS.

INTERNET DELAYS

eido Software LTD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. eido Software LTD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

FORCE MAJEURE

In this Agreement, "force majeure" shall mean any cause preventing eido Software Ltd from performing any or all of eido Software Ltd's obligations which arise from or are attributable to acts, events, omissions or accidents beyond eido Software Ltd's reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts 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, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors.

eido Software Ltd shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing eido Software Ltd's failure or delay in performance.

If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days' written notice to eido Software Ltd. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to eido Software Ltd's rights in respect of any breach of this agreement occurring prior to such termination.

LIMITATION OF LIABILITY

NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT eido Software LTD'S LIABILITY FOR:

DEATH OR PERSONAL INJURY CAUSED BY eido Software LTD'S NEGLIGENCE; OR
FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT TO THE INDEMNITY CLAUSE, eido Software LTD SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES AS A RESULT OF A FORCE MAJEURE EVENT.

eido Software LTD SHALL NOT BE LIABLE FOR:

ANY LOSS OF PROFITS OR OTHER ECONOMIC ADVANTAGE;
ANY LOSS OF DATA;
ANY LOSS OF GOODWILL;
ANY LOSS OF ANTICIPATED SAVINGS;
ANY CONSEQUENTIAL LOSSES; AND/OR
ANY EXEMPLARY OR PUNITIVE LOSSES,

ARISING IN RESPECT OF ANY REPRESENTATION, STATEMENT, ACT OR OMISSION IN CONNECTION WITH THIS AGREEMENT, WHETHER THE CLAIM ARISES UNDER CONTRACT, TORT, MISREPRESENTATION OR BREACH OF STATUTORY DUTY.

SUBJECT TO PARAGRAPH 1 OF THIS CLAUSE, IN NO EVENT SHALL eido Software LTD'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CLIENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

NOTICE

eido Software Ltd may give notice by means of electronic mail to the Client's e-mail address on record in eido Software Ltd's account information, or by written communication sent by post to the address on record in eido Software Ltd's account information. Such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting or 12 hours after sending (if sent by email).

The Client may only give:

notice to cancel the agreement in accordance with Clause “Termination by Notice, and/or
instructions in relation to the destruction or retention of data in accordance with Clause “Data Return and Destruction”

in the administration pages of the Service.

MODIFICATION TO TERMS

eido Software Ltd reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the administration pages in the Service and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Clients consent to such changes.

ASSIGNMENT; CHANGE IN CONTROL

This Agreement may not be assigned by the Client without the prior written approval of eido Software Ltd but may be assigned without the Clients consent by eido Software Ltd to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of the Client that results or would result in a direct or indirect competitor of eido Software Ltd directly or indirectly owning or controlling 50% or more of the Client shall entitle eido Software Ltd to terminate this Agreement for cause immediately upon written notice.

Other Terms

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between the Client and eido Software Ltd as a result of this agreement or use of the Service.

The failure of eido Software Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by eido Software Ltd in signed writing authorised by a director of eido Software Ltd.

This Agreement together with the GDPR Policy, Pricing Plan, and any copyright notices on the Website comprises the entire agreement between the Client and eido Software Ltd in relation to the Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

THIRD PARTIES

For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

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Platform Terms of Service

Terms of Service - Eido Software Ltd

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