Terms and Conditions

1 Purpose

1.1 These Terms and Conditions shall apply whenever Cyclr Limited (Cyclr) supplies or offers to supply goods or services, or accepts an order for the supply goods or services.

2 Definitions

2.1 “Cyclr” is a trading name of Cyclr Limited, a company registered in England with number 08790783 and whose registered office is at Cohub, 1 Commercial Road, Eastbourne, East Sussex, BN21 3XE, UK.

2.2 “Organisation” shall include any Person, Organisation, Association, Company, Firm, Government Entity, Trust, Partnership or similar body.

2.3 “Customer” shall hereinafter mean the Organisation with whom Cyclr has been contracted to supply goods or services, or to whom the offer to supply goods or services has been made, or from whom an order to supply goods or services is accepted, or to whom goods or services are being or have been supplied.

2.4 “In Writing” shall hereinafter mean any form of written, facsimile, or electronic communication, that can reasonably be assumed to have been sent by the first party to the second party and that can reasonably be assumed to have been received by the second party.

2.5 The “Cyclr System” shall hereinafter mean the web-based software application designed to allow integrations between cloud based applications.

2.6 A “Cyclr Account” shall hereinafter mean a set of Cyclr specifications accessible by a Customer.

3 Recitals

3.1 In these Terms and Conditions, unless the context means a different interpretation is needed:

3.1.1 including means “including without limitation”;

3.1.2 words denoting the singular include the plural and vice versa, and words denoting one gender include all genders;

3.1.3 reference to a Section or paragraph is to a Section or paragraph of these Terms and Conditions;

3.1.4 reference to a statute or statutory provision includes any modification of or amendment to it, and all statutory instruments or orders made under it; and

3.1.5 reference to the time of day is to a time in London.

4 General

4.1 These Terms and Condition may only be modified with Cyclr’s explicit consent In Writing in which case any of these terms not specifically modified shall continue with full effect.

4.2 These Terms and Conditions cannot be modified or overridden by any terms or conditions mentioned on the Customer’s order, or by the Customer’s terms of business.

4.3 These Terms and Conditions may be varied from time to time by Cyclr publishing new or altered Terms and Conditions and making them available inside the Cyclr System or on our website (http://connectorengine.com). The new or altered terms shall apply from the date of such publication.

5 Acceptance of Orders

5.1 Cyclr will accept as a valid Customer order any instruction or request whether verbal or otherwise made by The Customer or by any person who might reasonably be assumed to have the Customer’s authority to make such an order.

5.2 If the Customer cancels or modifies an order for any reason then the Customer shall be liable for the full price of all goods and services supplied or in progress prior to Cyclr receiving written cancellation or modification plus any and all other direct costs incurred by Cyclr in relation to the order.

6 Customer Obligations

6.1 Each Cyclr Account is designated for the use of a single Customer. Cyclr accounts cannot be used by more than the designated Organisation without the express permission of Cyclr.

6.2 A Cyclr account may only be used for the benefit of the Customer’s own activities. It cannot be used on behalf of third parties irrespective of whether or not the Customer has made a charge to the third party for such activity.

6.3 Should a Cyclr Account be operated in contravention of limitations of usage conditions then the customer will be liable for fees as if individual accounts had been operated for each beneficial Organisation.

6.4 The Customer is responsible for controlling user access to their Cyclr Account. The Customer must ensure that all users granted access are advised of the importance of using a secure password and keeping such password confidential. It is not allowed for users of the Cyclr System to share passwords or use generic user accounts. Any contravention of this condition shall be considered a breach of Account security.

6.5 Cyclr will not be liable for any loss or damages in the case of a breach of Account Security.

7 Cyclr Obligations

7.1 Cyclr will make its best efforts to ensure that all actions specified by the Customer are executed at the time requested by the Customer however Cyclr cannot guarantee that actions will all be actioned at the requested time.

7.2 From time-to-time it may be necessary to interrupt the Cyclr System service in order to carry out planned essential maintenance, software upgrades or infrastructure changes. Such periods of service unavailability will be kept to a minimum. Customers will be advised at least 48 hours in advance of any planned service interruption by the posting of notice of such work on the Cyclr System logon page. Additionally, further information on downtime will be made available via the Cyclr Twitter account.

7.3 From time-to-time it may be necessary to interrupt the Cyclr System service in order to carry out emergency repairs, correct software errors, or address security threats. In such circumstances it may not be possible to give advance notice but every effort will be made to ensure that periods of system unavailability will be kept to the absolute minimum consistent with ensuring such corrective activity is carried out to the appropriate professional standard.

7.4 Cyclr will use their best endeavours to ensure that all computers used to provide the Cyclr Service are properly secured against unauthorised access and attack, are maintained to high standards, and that the latest security patches are applied promptly to operating systems and software.

7.5 Cyclr will use their best endeavours to safeguard the data that is uploaded onto our servers. Data backups will be taken at least once in every 24 hours.

7.6 Cyclr will not use any data within a Customer’s Cyclr Account for any purpose other than to provide support to the Customer. Cyclr will not pass Customer data to any third party without express written instruction from the Customer. Data passed to Cyclr is owned by the Customer uploading such data who has sole rights. Cyclr stores such data on the basis of a data processing agency.

7.7 At the Customer’s specific request, or at the end of the contract, Cyclr will delete all copies of the Customer’s data.

8 Billing for Cyclr

8.1 All Cyclr Accounts will be allocated to a Price Plan which the Customer will select from a table of available plans when opening an account.

8.2 Each price plan will specify the fees payable, the billing currency and the frequency of billing.

8.3 Each price plan specifies the number of included Cycles (workflows built by a user) and Tasks (a unit used to track each time the Cyclr system moves a piece of data or takes a specified action). These price plan fees will be billed periodically in advance.

8.4 Unless otherwise stated inside the Cyclr System, a single Task will be charged to execute a single move of data whether that data transaction includes one or many records. Where data contains in excess of 500 records, the data will be split into multiple Tasks for each 500 records in the transaction.

8.5 Certain actions inside the Cyclr System may be charged as multiple tasks, either because their execution requires multiple connections to external systems or because of particular charges levied by those systems to Cyclr.

8.6 Should the Customer create more Cycles or should more Tasks be used than is included in the price plan then ‘Additional Charges’ as specified in the price plan will apply. These Additional Charges will be billed at the end of each billing period at the rate specified in the price plan.

8.7 Customers may move between price plans should their requirements change. The move of plan will take effect at the end of the current billing period.

8.8 The Customer may cancel their subscription to the Cyclr System at any time by giving notice either in Writing of such intention to Cyclr. The Customer will be liable for all fees up to the end of the current billing period in which such notice was received.

9 Trials and Free Accounts

9.1 Cyclr may at its discretion offer Free Accounts or Trial Accounts without charge. Customer obligations for such accounts are identical to those operating paid accounts.

9.2 The table of price plans will specify the absolute level of usage for Free Accounts or a Trial Accounts and the period to which these levels apply. Once these levels of usage have been reached additional Cycles cannot be made and no more Tasks will be processed by Cyclr in the current billing period.

10 Help Desk Services

10.1 Customers may request assistance with regard to the operation of the Cyclr System by contacting the Help Desk by email. The help desk is operated from 09:00 to 17:00 Monday to Friday excluding UK public holidays.

10.2 Requests for assistance to the Help Desk will be dealt with promptly and it is Cyclr’s objective to make a first response to such request within 3 hours.

10.3 Should the problem be identified as being due to misuse of the Cyclr System then a charge may be made to the Customer for the investigation and correction of such problem. Charges in such circumstances will be made at Cyclr’s published rate for Consultancy Services.

10.4 The Helpdesk can advise only on the use of Cyclr System’s functionality; support is not offered for third-party systems that may be connected with the Cyclr System.

11 Billing for Consultancy Services

11.1 Consultancy fees will be charged to the customer based on Cyclr’s current hourly charge out rate which will be advertised to the Customer before the start of any consultancy project.

12 Publicity

12.1 Cyclr shall have the right, without further reference to the Customer, to publicise the fact that the Customer is, or was, a Customer and to utilise the Customer’s name in publicity materials in this respect. We may also describe in general terms the type of work conducted for the Customer.

13 Limitation of liability

13.1 Without prejudice to other more restrictive limitations elsewhere in this contract, liability on the part of Cyclr limited to the value of the contract with the Customer or the value of the loss whichever is the smaller. Cyclr accepts no liability for the consequences of its information, opinions and advice, whether direct or indirect.

14 Force Majeure

14.1 Whilst Cyclr will use its best endeavours to perform contracted services for the client as ordered, Cyclr will not be responsible for any delays or failure to complete the contract which is beyond Cyclr’s control and which could not have been reasonably predicted.

14.2 Where the delay caused by third party events outside either party’s control or influence causes such delay that the purpose of the contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the contract. In such circumstances the client will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the contract that remains unfulfilled) and Cyclr will be entitled to recover any costs already incurred.

15 Jurisdiction

15.1 Any disputes or claims shall be governed by and construed in accordance with English law and the jurisdiction of the English courts.