WHEN YOU PLACE AN ORDER USING THIS WEBSITE YOU ARE ENTERING INTO A CONTRACT WITH CYCLR SYSTEMS LIMITED A COMPANY WHOSE REGISTERED OFFICE IS AT COHUB, 1 COMMERCIAL ROAD, EASTBOURNE, EAST SUSSEX (REGISTERED NUMBER 08790783) AND THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) SHALL APPLY TO THAT CONTRACT. BY PLACING AN ORDER INCORPORATING THESE TERMS, YOU (THE “CUSTOMER”, “YOU/R”) ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS WITH CYCLR SYSTEMS LIMITED, AND THAT YOU AGREE TO BE BOUND BY THEM.
Cyclr Systems Limited (the “Supplier”, “us”) has developed and provides an application known as Cyclr which allows integrations to be made between other applications and computer systems (the Application). Commonly this type of application, and the way it is made available to subscribers via the internet, is called “an integration platform as a service” (iPaaS).
The Customer wishes to incorporate the Application into its product or service offering in order to facilitate application integration. The Supplier has agreed to provide and the Customer has agreed to take and pay for the Application subject to these Terms.
Terms and Conditions
1. Interpretation and changes
1.1 The definitions and rules of interpretation that apply in this Agreement are set out in clauses 32 and 33.
1.2 These Terms:
1.2.1 may only be modified with the Supplier’s explicit consent in writing in which case any of these terms not specifically modified shall continue with full effect;
1.2.2 cannot be modified or overridden by the Customer’s terms of business or any other terms;
1.2.3 may be varied from time to time by the Supplier publishing new or altered Terms and making them available on the website at https://cyclr.com. The new or altered Terms shall apply from the date of such publication.
2.1 Subject to any restrictions contained in this Agreement the Supplier, in consideration of the Customer’s obligations under this Agreement, grants to the Customer a personal, non-transferable, non-exclusive right during the Subscription Term:
2.1.1 to use the Application and Documentation (including the Intellectual Property Rights therein) only to the extent strictly necessary for the Customer to perform its obligations under this Agreement;
2.1.2 to incorporate the Application into the Customer Application in order to provide the Customer with the functionality of the Application as described in Schedule 1.
2.2 The Customer shall not:
2.2.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application and/or Documentation (as applicable) in any form or media or by any means; or
b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application;
2.2.2 access all or any part of the Application and Documentation in order to build a product or service which competes with the Application and/or the Documentation;
2.2.3 subject to clause 26.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application and/or Documentation available to any third party except the Authorised Users, provided that the provision of Application to Customer Clients is permitted to the extent necessary to enable them to use the Customer Application; or
2.2.4 attempt to obtain, or assist third parties in obtaining, access to the Application and/or Documentation, other than as provided under this clause 2.
2.3 The Customer shall:
2.3.1 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier; and
2.3.2 comply with any further obligations set out in the Documentation that govern use of the Application.
2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Restrictions and Reserved Rights
3.1 Where the Customer is a software or application provider, use is restricted to the Application being part of the Customer Application and a Native Connector must always be included in all integrations. Where the Customer is using the Application as a general integration tool it must be used for internal use by that Customer only. Other than with the explicit written consent of the Supplier, the Application may not be marketed or sold by the Customer as a general integration tool. If in the reasonable opinion of the Supplier the Customer is in breach of this Clause 3.1 the Supplier may terminate the Customer’s use of the Application with immediate effect.
YOUR USE OF THE APPLICATION IS SUBJECT TO THESE RESTRICTIONS. IF YOUR INTENDED USE OF THE APPLICATION WILL OR HAS THE POTENTIAL TO CONTRAVENE THESE RESTRICTIONS YOU MUST CONTACT US TO OBTAIN SEPARATE LICENCED TERMS.
3.2 Nothing in this Agreement shall prevent the Supplier providing the Application, including Library Connectors, to other Customers in any form. All rights not specifically and expressly granted to the Customer under this Agreement are reserved to the Supplier.
3.3 Nothing in this Agreement shall establish any direct contract or commercial arrangement between the Supplier and any Customer Client.
4.1 The Supplier shall, during the Subscription Term provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
5. Customer Content, Marks
5.1 The Customer (or its licensors) shall own all Intellectual Property Rights in and to all of the Customer Content and any Customer Application and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content and any Customer Application.
5.2 The Customer hereby grants to the Supplier a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of the Customer’s Intellectual Property Rights in the Customer Content and all Customer Applications for the sole purpose of enabling the Supplier to provide the Services to the Customer in accordance with this Agreement.
5.3 The Customer acknowledges and agrees that:
5.3.1 The Supplier may include the Customer name or the Customer’s Marks in a list of the Supplier’s customers in any medium; and
5.3.2 the Supplier may refer to the Customer, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.
5.4 The parties acknowledge and agree that:
5.4.1 the Supplier is not responsible or liable for the deletion of or failure to store the Customer Content, and other communications maintained or transmitted through use of the Services; and
5.4.2 the Customer is solely responsible for securing and backing up all Customer Applications and Customer Content.
5.5 All uses by the Customer of the Supplier’s Marks shall be in accordance with such quality control standards as the Supplier may promulgate from time to time. The Customer shall refrain from all uses of the Supplier’s Marks to which the Supplier objects.
5.6 Subject to this clause 5 the Customer may use the following Supplier’s Marks in advertising, publicity, marketing or other promotional materials or activities in relation to the Customer Application without the Supplier’s prior written consent
Cyclr Systems Limited
5.7 All promotional literature and other materials prepared by the Customer in connection with its promotional obligations under this Agreement shall bear appropriate copyright and trade mark notices as prescribed by the Supplier.
5.8 The Customer shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to any Supplier’s Mark or will dilute the distinctive nature of the Supplier’s Marks.
5.9 At no time during the Subscription Term or thereafter shall the Customer attack, challenge or file any application with respect to any Supplier’s Mark.
6. Data Protection
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
6.2 The parties acknowledge that:
6.2.1 if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, as between the Supplier and the Customer, the Customer is the Data Controller and the Supplier is the Data Processor for the purposes of the Data Protection Legislation. In this clause 6 Data Controller, Personal Data and Data Processor have the meanings as defined in the Data Protection Legislation.
6.2.2 Subject to clause 6.4.1 the Personal Data may be transferred or stored outside the European Economic Area and the United Kingdom or the country where the Customer, the Authorised Users or the Customer Clients are located in order to carry out the Services and the Supplier’s other obligations under this Agreement.
6.3 Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Agreement so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer’s behalf and, without limitation, the Customer shall ensure that all Customer Clients have been informed of, and have given and maintained their consent to permit access, monitoring, use and disclosure of all Customer Client Content by the Customer or the Supplier in accordance with this Agreement.
6.4 Without prejudice to the generality of clause 6.1 and subject to any requirement under the Data Protection Legislation, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:
6.4.1 process that Personal Data only as determined by the Customer’s or the Customer Client’s use of the Application in accordance with this Agreement; and
6.4.2 ensure that it has in place appropriate technical and organisational measures 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 (provided such Personal Data has not been deleted in accordance with Supplier’s Data Retention Period) 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); and
6.4.3 transfer any Personal Data to any territory outside of the EEA only as determined by the Customer’s or Customer Client’s use of the Application; and
6.4.4 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject, if the data exists in the system and hasn’t been deleted per the Data Retention Period, 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; and
6.4.5 notify the Customer without undue delay on becoming aware of a Personal Data breach; and
6.4.6 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
6.4.7 maintain records and information to demonstrate its compliance with the Data Protection Legislation.
6.5 The Supplier may, at any time revise this clause 6 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).
6.6 The Customer acknowledges and agrees that the Supplier has no liability whatsoever in relation to the processing of Personal Data except as set out herein.
7. Supplier’s obligations
7.1 The Supplier undertakes that the Application will function substantially in accordance with the Documentation.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Application contrary to the Supplier’s instructions, or modification or alteration of the Application by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Application does not conform to the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.2.1 does not warrant that the Customer’s use of the Application will be uninterrupted or error-free; or that the Application, Documentation and/or the information obtained by the Customer or any Customer Client through the Application will meet the Customer’s or any Customer Client’s requirements; and
7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Application and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
8. Support and Maintenance
8.1 Customers may request assistance with regard to the operation of the Services by contacting the Help Desk through the support channels provided within the Application. The help desk is operated during from 09:00 to 17:00 GMT Monday to Friday excluding UK public holidays.
8.2 Requests for assistance to the Help Desk will be dealt with promptly and the Supplier shall endeavour to make a first response to such request within 3 Working Hours.
8.3 Should the problem be identified as being due to misuse of the Services 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 Supplier’s published rate for consultancy services.
8.4 The Helpdesk can advise only on the use of the Application’s functionality; support is not offered for third-party systems that may be connected with the Application.
9. Customer’s obligations
9.1 The Customer shall:
9.1.1 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under this Agreement; and
9.1.2 ensure that the Authorised Users and Customer Clients use the Application and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for breach of this Agreement caused or contributed to by any acts or omissions on the part of any Authorised User or Customer Client; and
9.1.3 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
9.1.4 be solely responsible for procuring and maintaining its network connections and telecommunications links, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s or any Customer Client’s network connections or telecommunications links or caused by the internet; and
9.1.5 provide training to members of its own organisation and ensure that the Authorised Users have the required level of technical competence and ability.
9.2 The Customer shall provide support services to the Customer Clients in accordance with Clause 10 below, and shall provide reasonable co-operation and assistance to the Supplier in the Supplier’s efforts to provide Support and Maintenance.
9.3 The Customer shall not:
9.3.1 describe itself as agent or representative of the Supplier except as expressly authorised by this Agreement; or
9.3.2 hold itself out, or permit any person to hold it out, as being authorised to bind the Supplier in any way nor do any act which might reasonably create the impression that it is so authorised; or
9.3.3 pledge the credit of the Supplier in any way; or
9.3.4 use any advertising, promotional or selling materials in relation to the Marks, except those supplied or approved by the Supplier under this Agreement or elsewhere; or
9.3.5 knowingly engage in any conduct which in the reasonable opinion of the Supplier is prejudicial to the Supplier’s business or the marketing of the Application generally.
10. Customer’s Support and Maintenance Obligations
10.1 Notwithstanding any other provision in this Agreement, the Customer acknowledges and agrees that it is responsible for technical support of all Customer Applications.
10.2 The Customer shall use reasonable commercial endeavours to ensure that the Application is managed in a proper manner and that all Customer’s personnel with administrative authority over the Application are Authorised Users.
10.3 The Customer shall provide co-operation and assistance to the Supplier in the Supplier’s efforts to provide Support and Maintenance. Such co-operation and assistance shall include but not be limited to:
10.3.1 a reasonable level of responsiveness to the Supplier’s requirements and communications; and
10.3.2 the timely transmittal and release to the Supplier of appropriate and accurate documentation and information; and
10.3.3 the prompt review and analysis of the work performed by the Supplier; and
10.3.4 the making of facilities and personnel available to assist the Supplier when and to the extent as is reasonably requested.
11. Exclusions from Support and Maintenance
11.1 The Supplier shall be under no obligation to provide Second Level Support and Maintenance in respect of:
11.1.1 problems resulting from any modifications or customisation of the Application not made by or authorised in writing by the Supplier; or
11.1.2 any software other than the Application; or
11.1.3 incorrect or unauthorised use of the Application or operator error where these are defined as use or operation not in accordance with the Documentation; or
11.1.4 any fault in any computer hardware; or
11.1.5 any programs used in conjunction with the Application; or
11.1.6 use of the elements of the Application in any combination other than those specified in the Documentation or otherwise agreed upon in writing by Supplier; or
11.1.7 use of the Application with any other software or applications that the Supplier has not expressly authorised in writing to be used with the Application; or
11.1.8 use of the Application with computer hardware, operating systems or other supporting software other than those specified in the Documentation or otherwise agreed upon in writing by Supplier; or
11.1.9 Connector errors where the Connector is a Bespoke Connector; or
11.1.10 integration errors where the error is caused by user error in set-up; or
11.1.11 problems arising due to errors in or the unavailability of a third party API, including the Customer’s own API; or
11.1.12 problems arising where the Customer has created a proprietary interface to the Application and the error is not caused by a problem within the Application; or
11.1.13 any issue in relation to Hosting Services, or
11.1.14 achievement of specific outcomes or goals within any workflow.
12. Limited warranty
12.1 The Supplier warrants that the Application will function materially in accordance with the Documentation but does not warrant that the functions of the Application will meet any particular requirements or that their operation will be entirely error-free or that all program defects are capable of correction or improvement.
12.2 All other warranties including any implied warranties of merchantability, satisfactory quality or fitness for purpose or ability to achieve a particular result are hereby excluded. In the absence of fraud, no oral or written information or advice given by the Supplier or its agents or licensees shall create a warranty or give rise to any other liability other than is given in this Agreement.
12.3 The Supplier does not warrant third party products. Where the Supplier supplies third party products or these are used within the Application, the Supplier will pass on to the Customer the benefit of any third party warranty which will usually be supplied by a third party manufacturer as specified in the documentation provided with the third party products.
13. Charges and payment
13.1 Customer will select a price plan from a table of available plans when opening an account.
13.2 The Customer may at its sole discretion determine any on-sale price (if any) for the additional functionality provided by the Application and for other services it supplies to the Customer Clients.
The Customer shall be liable for any applicable Taxes including but not limited to, value added taxes, sales taxes, excise duties, state, local or other taxes or customs duties.
13.3 All amounts and fees stated or referred to in this Agreement
13.3.1 are non-refundable;
13.3.2 are exclusive of sales taxes, which if applicable shall be added to the Fees at the appropriate rate.
13.4 Each price plan will specify the fees payable, the billing currency and the frequency of billing.
13.5 Each price plan specifies the number of included Connectors and Tasks.
13.6 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.
13.7 The Customer may cancel their subscription to the Services at any time by terminating their subscription within the Application. The Customer will be liable for all Fees up to the end of the current billing period in which such notice was received.
13.8 Supplier may at its discretion offer trial accounts without charge. Trial accounts are for testing purposes only however Customer obligations for such accounts are identical to those operating paid accounts.
14. Intellectual Property Rights
14.1 The Supplier is the owner or licensee of all Intellectual Property Rights forming part of the Application and Documentation (including the Marks).
14.2 Neither this Agreement nor any other communication from the Supplier shall be construed to convey or transfer any ownership or proprietary interest in any Supplier Intellectual Property Rights in the Application, Documentation or the Marks to the Customer or any third party.
14.3 Neither this Agreement nor communication from the Supplier shall be construed to convey or transfer any ownership or proprietary interest in any of the Customer’s Intellectual Property Rights, to the Supplier or any third party.
14.4 Except to the extent that the Supplier cannot prohibit such acts by law, the Customer agrees not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Application or create derivative works of the same for any purpose (including error correction or any other type of maintenance) without the Supplier’s prior written consent.
14.5 The Customer agrees that:
14.5.1 the Application is the valuable property of the Supplier and except as permitted under this Agreement, shall be treated as confidential; and
14.5.2 it will not make available, sell, license, lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer the Application in any manner to third parties save as is expressly permitted otherwise in this Agreement; and
14.5.3 it will maintain true and accurate records to enable the Supplier to ensure the Customer’s compliance with the terms of this Agreement.
14.6 The Customer undertakes throughout the Term:
14.6.1 not to cause or permit anything which may damage or endanger the Supplier’s Intellectual Property Rights or the Supplier’s title to them or assist or allow others to do so; and
14.6.2 to notify the Supplier of any actual, threatened or suspected infringement of the Supplier’s Intellectual Property Rights of which it becomes aware; and
14.6.3 to notify the Supplier of any claim by any third party of which it becomes aware that the Application infringes any Intellectual Property Rights of any third party; and
14.6.4 that any goodwill or reputation for the Application generated by the Customer’s obligations under this Agreement will belong to the Supplier and
14.6.5 to acknowledge for whatever reason that the Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation; and
14.6.6 to affix such notices to the Application or their packaging or advertising as the Supplier may be legally or statutorily required to do; and
14.6.7 to compensate the Supplier for any use by the Customer of the Supplier’s Intellectual Property Rights otherwise than in accordance with this Agreement; and
14.6.8 on the expiry or termination of this Agreement forthwith not to use the Intellectual Property Rights, except as expressly permitted under this Agreement or otherwise agreed by the Supplier in writing.
15.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
15.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
15.1.2 was in the other party’s lawful possession before the disclosure;
15.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
15.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
15.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
15.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
15.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of the Customer only, by the Customer Clients) in breach of the terms of this Agreement.
15.4 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15.5 The Customer shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, but shall be so responsible if caused by any Customer Client.
15.6 The parties acknowledge that:
15.6.1 the Supplier’s Confidential Information includes details of the Application, and
15.6.2 the Customer’s Confidential Information includes the Customer Content and details of all Customer Applications.
15.7 The above provisions of this clause 15 shall survive termination of this Agreement, however arising.
15.8 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
16. Indemnity and Liability
16.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
16.1.1 breach of this Agreement by the Customer including any act or neglect or default of the Customer’s agents, employees or Customer Clients;
16.1.2 the Customer Content or any Customer Application;
16.1.3 the Customer’s Marks; or
16.1.4 the Customer’s or any Customer Client’s use of the Application and/or Documentation.
16.2 The Supplier shall have no liability for any Claim resulting from the combination of the Application with other applications which were neither supplied nor combined with the Application by the Supplier, other than where such combination has been implemented based on the Documentation or the Supplier’s written instruction.
16.3 In no event shall the Supplier, its employees, agents and subcontractors be liable to the Customer for any Claim in relation to an alleged infringement to the extent that the alleged infringement is based on:
16.3.1 a modification of the Application or Documentation by anyone other than the Supplier; or
16.3.2 the use of the Application or Documentation by the Customer or any Customer Client in combination with any Customer Content or any Customer Application; or
16.3.3 the use of the Application or Documentation by the Customer or any Customer Client in a manner contrary to the instructions given to the Customer by the Supplier; or
16.3.4 the use of the Application or Documentation by the Customer or any Customer Client after notice to the Customer of the alleged or actual infringement from the Supplier or any appropriate authority.
16.4 The foregoing and clause 17.4.2 state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
17. Limitation of liability
17.1 This clause 17 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer or any Customer Client:
17.1.1 arising under or in connection with this Agreement; and
17.1.2 in respect of any use made by the Customer or any Customer Client of the Application and Documentation or any part of them; and
17.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
17.2 Except as expressly and specifically provided in this Agreement:
17.2.1 the Customer assumes sole responsibility for results obtained from the use of the Application and the Documentation by the Customer or any Customer Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer or any Customer Client in connection with the Application, or any actions taken by the Supplier at the Customer’s direction;
17.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
17.2.3 the Application and the Documentation are provided to the Customer and the Customer Clients on an “as is” basis.
17.3 Nothing in this Agreement excludes the liability of the Supplier:
17.3.1 for death or personal injury caused by the Supplier’s negligence; or
17.3.2 for fraud or fraudulent misrepresentation.
17.4 Subject to clause 17.2 and clause 17.3:
17.4.1 the Supplier shall not be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
17.4.2 the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.
18. Term and termination
18.1 This Agreement shall become effective on the Commencement Date and shall continue on a rolling monthly basis until terminated by the Supplier in accordance with clause 18.2, or by the Customer through the Application. Termination by the Customer will be effective at the end of the monthly subscription period in which the Termination is notified through the Application (the “Subscription Term”).
18.2 Without affecting any other right or remedy available to it, Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:
18.2.1 payment of any amount due under this Agreement on the due date for payment is not received by Supplier for any reason; or
18.2.2 the Customer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
18.3 On termination of this Agreement for any reason:
18.3.1 all licences granted under this Agreement shall immediately terminate; and
18.3.2 the Customer shall within 30 days send to the Supplier or otherwise dispose of in accordance with the directions of the Supplier copies of the Application (should such exist) and Documentation and Confidential Information relating to the Application then in the possession of the Customer; and
18.3.3 subject as otherwise provided in this Agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement; and
18.3.4 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; and
18.3.5 any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, including clause 1 (Interpretation), clause 6 (Data Protection), clause 15 (Confidentiality), clause 16 (Indemnity) and clause 18 (Term and termination), shall remain in full force and effect; and
18.3.6 any outstanding Fees become immediately due and payable
19. Force majeure
19.1 The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act 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, storm or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.
20.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedule, the provisions of the Schedule shall prevail.
21.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
22.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. Rights and remedies
23.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
24.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
24.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
25. Entire agreement
25.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
25.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
26.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
26.2 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
27. No partnership or agency
27.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
28. Third party rights
28.1 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
29.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this Agreement.
29.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
30. Governing law
30.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
31.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
|“Application“||the online software and tools provided by the Supplier including any updates the Supplier may make from time to time.|
|“Application Fault”||a behaviour of the Application which does not meet any reasonable interpretation of the behaviour described within the Documentation. For the avoidance of doubt, an Application Fault does not occur where the Application does not meet a particular need but does meet a reasonable interpretation of the behaviour described in the Documentation.|
|“Authorised Users“||those employees, agents and independent contractors of the Customer who are competent trained employees or persons under their supervision and authorised by the Customer to use the Application and the Documentation.|
|“Bespoke Connector”||a Connector developed within the Application by the Customer.|
|“Business Day“||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.|
|“Commencement Date”||the date an order is placed by the Customer using www.cyclr.com. |
|“Confidential Information||is information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.6.|
|“Connector”||an interface developed within the Application which enables connectivity with an application. Typically this uses the application’s API.|
|“Customer Application“||Any application or service developed by the Customer that incorporates the Application, including both source code and object code.|
|“Customer Client(s)”||a person or entity who is provided use of the Customer Application.|
|“Customer Client Content“||(a) all text, information, data, images, audio or video material, in whatever medium or form, inputted by any Customer Client in relation to their use of the Application; and |
(b) all information related to any Customer Client that is processed by the Application.
|“Customer Content“||all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by the Customer, Authorised Users or the Supplier on the Customer’s behalf for the purpose of using, developing or maintaining any Customer Application or using the Application or facilitating the Customer’s or any Customer Client’s use of the Application.|
|“Data Protection Legislation“||until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and the Data Protection Act 2018.|
|“Data Retention Period”||the period for which Customer Client Content will be stored within the Application. The maximum period for which Customer Client Content will be stored is 180 days after which point it will be automatically deleted. If desired, the Customer or Customer Client can set a shorter period within the Application.|
|“Documentation”||the then current user guides, if any, that are provided by the Supplier for use with the Application.|
|“EEA“||all countries within the European Economic Area.|
|“Fees”||the total Fees payable by the Customer under this Agreement.|
|“First Level Support”||when applied to Support and Maintenance means initial support and maintenance services supplied to a Customer Client by the Customer.|
|“Hosting Service” |
|a service whereby applications are hosted and powered from remote cloud infrastructure and are accessed through the internet. Cyclr may allow the Customer to select from specific geographic locations for this Hosting Service on subscribing to Cyclr.|
|“Intellectual Property Rights“||patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.|
|“Library Connector”||a Connector developed and maintained by the Supplier.|
|“Maintenance”||the analysis, coding, testing and release of corrections and updates to the Application.|
|“Mark Guidelines“||the mark guidelines set out in clause 5.|
|“Marks“||a) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names ; |
b) any identifying slogans and symbols;
c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and
d) the “look and feel”,
of a party to this Agreement, whether or not registered.
|“Native Connector”||a Connector that allows integration with the Customer’s own application.|
|“New Connector”||a Connector commissioned by the Customer to be built by the Supplier. Once built a New Connector becomes a Library Connector.|
|“Privacy and Security Policy“||the privacy and security policy set out at https://cyclr.com/legal/privacy-policy or such other website address as may be notified to the Customer from time to time.|
|“Security Event“||any unauthorised third party access to the Application; or |
any use of the Services by the Customer or any Customer Client that is in breach of this Agreement and has the potential to materially impact the Application or use of the Application by any other customer of the Supplier or any of that customer’s users.
|“Services“||the provision of the Application and the Support.|
|“Subscription Fee”||the fees payable by the Customer as determined at the time of subscription through www.cyclr.com.|
|“Subscription Term“||has the meaning given in clause 18.1.|
|“Support“||the provision of a response to problems through the support channel provided in the Application. .|
|“Task”||a single movement of data from one third-party application into another third-party application using Connectors within the Application. The amount of data involved in a single Task is determined by any limitations of the API of the third-party applications in question.|
|“Working Hours“||9.00 am to 5.00 pm local UK time, each Business Day.|
33. Rules of Interpretation
33.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
33.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
33.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
33.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
33.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
33.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
33.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
33.8 A reference to writing or written includes email.
33.9 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
33.10 If there is an inconsistency between any of the provisions of this Agreement and the terms and conditions located at any URL, the provisions of this Agreement shall prevail. If there is an inconsistency between any of the provisions in the main body of this Agreement and the terms and conditions set out in any schedule to this Agreement, the provisions in the relevant schedule to this Agreement shall prevail.
33.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Schedule 1 – The Application
- This Agreement relates to the Application known as Cyclr which allows integrations to be made between other applications and computer systems.
2. Commonly this type of application, and the way it is made available to subscribers via the internet, is called “an integration platform as a service” (iPaaS).
3. The Cyclr Application allows the Customer to build integrated workflows using and sharing data between other third party applications provided that those applications support an API.
4. Cyclr is capable of being integrated into the Customer’s products or service offerings so that, to the end user (the Customer Client), the Cyclr functionality appears to be native to the Customer’s products or service offerings.
5. Cyclr uses Connectors to provide application integration. These Connectors use standardised definitions of an applications’ API authentication, methods and objects.
6. The Application includes a library of preconfigured Library Connectors which allow for integration with third-party APIs.
7. The Customer may use the Application to create its own Bespoke Connectors.
8. The development of New Connectors by the Supplier can be requested from time to time to support specific end user integrations. Pricing for New Connectors is by separate arrangement with the Supplier and can be categorised by an approximation of the effort required to develop them as set out in the table below:
|SMALL||1 or 2||REST||Basic, OAuth, or API Key||None||Cloud|
|MEDIUM||< 10||REST||Basic, OAuth, or API Key||Simple||Cloud|
|LARGE||< 10||REST||Basic, OAuth, or API Key||Complex||Cloud|
|COMPLEX||10 +||REST / other||Basic, OAuth, API Key, or other||Complex||Cloud / On Premise|
9. The Application includes features that enables the Customer to provide the Application functionality to the Customer’s own clients (the Customer Clients) by means of template integrations, created by the Customer’s staff (Authorised Users) or, subject to separate arrangement, by the Supplier.
10. For the avoidance of doubt, all Customer Client workflows will be required to include the Customer’s own Native Connector and the function containing the drag and drop workflow builder will be used by the Customer’s Authorised Users only and not made available to Customer Clients without prior written agreement with the Supplier.
11. Cyclr is updated regularly and any future updates provided to the Customer, not currently detailed in this Schedule 1, will be deemed to form part of this Schedule 1.