Terms of Service
These are the rules and guidelines for using our services. Please read them carefully to understand your rights and responsibilities.
Effective Date: 01-Dec-2024 | Last Updated: 01-Dec-2024
Introduction
Background
A. LifeinCloud operates and oversees a variety of facilities and offers services, detailed further in this Agreement, which the Customer intends to utilize for itself and its Authorized Users.
B. The Customer and its Authorized Users will have the ability to access and interact with these facilities and services remotely via the internet or through their own communication systems.
C. LifeinCloud agrees to deliver these facilities and services, and the Customer agrees to compensate for them under the terms outlined in this Agreement.
The Parties Agree:
1. Definitions
1. In this Agreement:
• Authorised Users refers to employees of the Customer, including individual third-party contractors working alongside its regular workforce, as identified by the Customer in the LifeinCloud portal at portal.lifeincloud.com, who require access to the Cloud Services.
• Business Day means any day other than Saturday, Sunday, or a public or bank holiday in England.
• Change Control Procedure refers to the process outlined in Schedule 5.
• Cloud Services encompasses the specific services, referred to as virtual machines or instances, with features detailed on lifeincloud.com, which the Customer selects within the LifeinCloud portal for provision under this Agreement. These services include any updates, modifications, or extensions made in line with this Agreement and are further described in Schedule 2.
• Cloud Services Conditions are the technical and other requirements that govern LifeinCloud’s provision of the Cloud Services, as well as the terms governing the Customer’s access, receipt, and usage of them, detailed in Schedule 3.
• Commencement Date is defined in Schedule 1. If no definitive date can be established, it shall be the date on which LifeinCloud first provides the Services to the Customer.
• Confidential Information includes all confidential information, whether shared verbally, in writing, or electronically, that one party discloses to the other. This may cover technical details, business strategies, Intellectual Property Rights, financial data, or other sensitive information related to the operations or management of either party or their affiliates.
• Customer Data refers to all data and software provided to LifeinCloud or uploaded to or hosted within the Services by the Customer or any Authorised User.
• Data Protection Losses is defined as set out in Schedule 6.
• Fees are the charges payable by the Customer under this Agreement, based on their usage of the Services as calculated in complete minutes during a Month, in line with the pricing published on lifeincloud.com and further detailed in Schedule 2. These may include one-off or recurring charges.
• Force Majeure refers to unforeseen events beyond a party’s reasonable control that prevent or delay fulfilling obligations. Examples include war, pandemics, natural disasters, government restrictions, or failure of third-party providers. However, lack of funds does not qualify as Force Majeure.
• Intellectual Property Rights covers all copyrights, patents, trade secrets, trademarks, design rights, and related protections, whether registered or not, including renewals and global applications.
• IP Claim refers to the definition provided in clause 12.5.1.
• LifeinCloud’s Standard Pricing Terms are the standard rates for services published on lifeincloud.com, subject to updates. Work beyond the scope of included Support Services is charged at £200 per hour plus VAT or local equivalent taxes, along with out-of-pocket expenses.
• Malware means any harmful software or code designed to disrupt or interfere with the functioning of hardware or software, such as viruses, worms, trojan horses, or similar malicious programs.
• Month refers to a calendar month, with “Monthly” interpreted accordingly.
• Operational Change refers to:
a) Implementation of software patches, updates, or service packs released by the relevant software owner.
b) Updates necessary to maintain the security, compliance, or proper functioning of the Services.
c) Changes to LifeinCloud’s operations or technical infrastructure that do not affect the Fees or the Customer’s access to the Services.
• Policies means the Cloud Services Conditions and the Security Procedures.
• Protected Data is defined in Schedule 6.
• Security Procedures are outlined in Schedule 4.
• Services includes both the Cloud Services and Support Services provided under this Agreement.
• Supplier Indemnified Person refers to LifeinCloud, its subcontractors, and their officers, employees, agents, or successors.
• Support Services includes technical assistance provided by LifeinCloud to the Customer for the Cloud Services, as specified by the Customer in the LifeinCloud Portal, along with any updates or extensions in accordance with this Agreement.
• Term is the initial one-month period starting from the Commencement Date, including any automatic renewals as specified in clause 3.
• VAT refers to United Kingdom Value Added Tax or any similar tax imposed in other jurisdictions, payable by the Customer in accordance with applicable law.
2. Interpretation
1. Within this Agreement:
a. Any reference to “this Agreement” includes its schedules, appendices, and annexes, if applicable.
b. A reference to a “party” includes that party’s personal representatives, successors, and authorized assigns.
c. The term “person” refers to both natural individuals and corporate or unincorporated entities, whether or not they possess separate legal status, as well as their personal representatives, successors, and authorized assigns.
d. References to any gender include all other genders.
e. Words in the singular also encompass the plural and vice versa.
f. Words following terms such as “include,” “includes,” “including,” or “in particular” are intended to be illustrative and do not limit the scope of the preceding text.
g. The headings in the table of contents, background, clauses, schedules, or other parts of this Agreement are for convenience only and do not affect its interpretation.
h. References to legislation include any amendments, extensions, reenactments, or consolidations of that legislation, as well as any subordinate laws or regulations made under it.
3. Commencement and Term
1. This Agreement begins on the Commencement Date and will remain in effect for the duration of the Term unless terminated earlier in accordance with clause 15 or by mutual agreement between the parties.
2. At the end of the Term, this Agreement will automatically renew for consecutive one-month periods unless one party provides the other with at least 30 days’ written notice of termination. In such cases, the Agreement will remain in effect until the 30-day notice period expires.
3. The terms of this Agreement also apply to any additional or modified Services agreed upon by the parties during the Term, as well as to any extensions or renewals of the Term.
4. Provision of Services
1. LifeinCloud shall provide the Cloud Services and related Support Services starting on the Commencement Date and continuing for the duration of the Term, as outlined in this Agreement.
2. Access to the Cloud Services may only be granted to Authorized Users. The Customer may use the LifeinCloud Portal at any time during the Term to designate additional individuals as Authorized Users. The Customer is responsible for ensuring that all Authorized Users comply with the terms of this Agreement.
3. The Customer must comply with all Policies throughout the Term.
4. LifeinCloud reserves the right to temporarily suspend or modify the Cloud Services, or parts thereof, without prior notice if such action is necessary to update the design, specifications, network connectivity, or operations to meet security or technical standards.
5. If LifeinCloud suspends, discontinues, or modifies the Services:
a. It may delete or restrict access to some or all Customer Data stored within the affected Services.
b. LifeinCloud will provide as much advance notice as reasonably possible, considering the urgency of the situation, its impact on general operations, and the need to ensure a secure environment.
c. LifeinCloud is not liable for any damages or losses the Customer may suffer, including liability to third parties.
d. The Customer must continue to pay all applicable Fees during the period of suspension, discontinuance, or modification.
6. Without limiting the above rights, LifeinCloud accepts no liability for delays, failures, or data losses caused by the transfer of data over internet or communication networks not provided or controlled by LifeinCloud.
7. The Customer acknowledges that third-party networks or internet communications, which form part of the Cloud Services, may inherently involve delays, technical challenges, or other limitations.
5. Exclusions from the Services
1. Responsibilities of the Customer:
LifeinCloud is not liable for, and the Customer accepts full responsibility for, the following matters:
a. Overseeing Authorized Users and ensuring their adherence to the Policies.
b. Inputting and maintaining Customer Data, including its security and integrity, unless otherwise expressly agreed by the parties.
c. Performing regular backups of Customer Data or any other data. The Customer acknowledges that the Services do not include dedicated backup or disaster recovery capabilities and confirms that it is responsible for maintaining backups of all Customer Data at all times.
d. Ensuring the safety and reliability of backups of Customer Data.
e. Extracting, transferring, or recovering any data (including Customer Data), whether during or after the Term of this Agreement, unless otherwise agreed. This includes providing any assistance related to such activities.
2. Backup Obligations of the Customer:
The Customer acknowledges its sole responsibility for safeguarding backups and copies of all Customer Data to ensure the continuity of its business. The Customer agrees to:
o Regularly back up (or arrange the backup of) all Customer Data according to the needs of its business and Authorized Users.
o Extract any necessary Customer Data from the Services before the expiration or termination of this Agreement or the suspension/cessation of any of the Services.
3. Compliance by LifeinCloud:
LifeinCloud will provide the Services in accordance with applicable UK laws that are general in nature or apply to similar types of services.
4. Customer’s Legal Responsibilities:
The Customer bears sole responsibility for complying with all applicable laws regarding its access to, receipt of, and use of the Services. Additionally, the Customer is solely responsible for adhering to any published guidelines, policies, or industry standards applicable to its operations, even if these do not carry the force of law.
5. Customer Data Management:
The Customer acknowledges that LifeinCloud does not actively monitor or have direct control over the Customer Data hosted as part of the Services. As such, the Customer is entirely responsible for ensuring the accuracy, quality, legality, and compliance of the Customer Data, as well as for adhering to applicable laws and protecting Intellectual Property Rights in connection with its use of the Services.
6. LifeinCloud’s Backups for Continuity:
While LifeinCloud routinely conducts backups of the Services (including Customer Data) for its internal business continuity purposes, the Customer agrees that this does not obligate LifeinCloud to ensure Customer Data is available, intact, or uncorrupted. To the fullest extent permitted by law, LifeinCloud disclaims any liability (including negligence) for loss, damage, or inaccessibility of Customer Data.
7. Third-Party Software and Platforms:
LifeinCloud is not responsible for supplying any software, middleware, or other platforms required by the Customer. If the Customer chooses to use software developed by other providers alongside the Services, the Customer agrees to comply with the additional terms set by those providers. Such licenses are considered agreements between the Customer and the software provider, with no responsibility resting on LifeinCloud. Furthermore, LifeinCloud makes no guarantees that the software or operating systems used by the Customer will meet its needs.
6. Changes to Services
1. Compliance with Laws:
LifeinCloud may amend the Services through written notice to ensure compliance with applicable laws across the United Kingdom or to align with published policies, guidelines, or best practices, even when these do not have legal enforcement.
2. Termination Due to Legal Changes:
If changes in the law require LifeinCloud to alter the Services after the Commencement Date (including those referred to in Schedule 6), LifeinCloud may choose to terminate this Agreement with no less than 30 days’ written notice. In such cases, the Agreement will conclude at the end of this 30-day notice period.
3. Policy Updates:
LifeinCloud may update Policies or parts of them at its discretion to reflect good practice. Reasonable prior notice will be provided to the Customer, except for urgent modifications to Security Procedures, where immediate action may be taken to ensure a secure service environment.
4. Operational Changes:
LifeinCloud may introduce Operational Changes without prior notice or adherence to the Change Control Procedure, provided these do not adversely affect the Customer’s ability to access, receive, or use the Services. Any consequential adjustments deemed necessary by LifeinCloud will be communicated to the Customer as soon as reasonably possible.
5. Service Improvements:
LifeinCloud reserves the right to enhance the Services or introduce new features within the Customer’s chosen Services without prior notice or compliance with the Change Control Procedure. If the Customer believes such changes significantly impact their rights or obligations, they must notify LifeinCloud within 14 days to address the matter as a dispute under clause 17. Changes not contested within this timeframe are considered accepted.
6. Significant Modifications:
Any:
a. Revisions to the terms of this Agreement; and
b. Major modifications to the Services that result in a significant downgrade for a substantial number of Customers
will follow the Change Control Procedure. All other changes, including operational adjustments as outlined in clauses 6.1 to 6.5 or Schedule 6, are exempt from this requirement.
7. Termination Rights:
This clause does not restrict either party’s ability to terminate the Agreement as permitted by clauses 3.2, 15, 21, or Schedule 6.
7. Misuse of the Cloud Services
1. Authorized User Compliance:
The Customer is responsible for ensuring that all Authorized Users comply with this Agreement, including the Policies, and will be fully accountable for their actions or omissions as if they were the Customer’s own.
2. Unauthorized Access:
The Customer is liable for any unauthorized access to the Services, particularly if such access results from the misuse of an Authorized User’s account. The Customer must promptly notify LifeinCloud upon discovering any unauthorized access.
3. Legal Compliance:
The Customer must adhere to all laws applicable to its access, receipt, and use of the Services.
4. Prohibited Testing:
The Customer may not conduct any form of security testing on the Services or related infrastructure, including but not limited to network discovery, vulnerability scanning, password cracking, or penetration testing.
5. Suspension of Services:
If the Customer or any Authorized User breaches, even trivially, any Policies or clauses 7.3 and 7.4, LifeinCloud may suspend access to the Services without prior notice. This suspension will remain in effect until the Customer resolves the non-compliance and demonstrates future adherence to LifeinCloud’s satisfaction.
6. Prohibited Content:
The Customer must not use the Services, nor permit Authorized Users to use them, for creating, storing, or distributing content or materials that:
a. Are unlawful;
b. Violate any Policy;
c. Breach LifeinCloud’s obligations under Schedule 6;
d. Are harmful, obscene, defamatory, or infringe on third-party Intellectual Property Rights;
e. Are harassing or offensive in nature;
f. Promote unlawful violence against individuals or property; or
g. Are discriminatory based on race, origin, beliefs, sexual orientation, disability, age, or other unlawful categories.
7. Remedies for Breach:
In the event of a breach or suspected breach of clause 7.6, LifeinCloud may, without notice:
1. Suspend or disable access to the affected parts of the Services; and/or
2. Delete any Customer Data causing or allegedly causing the breach. Such actions will follow the terms in clause 4.6 regarding suspension, discontinuance, or modification of Services.
8. Third-Party Software Responsibility:
The Customer must identify if any software included in its Customer Data may acess the Services. LifeinCloud is not responsible for preventing such access or for any resulting consequences, including the unauthorized deletion or disclosure of Customer Data.
9. Indemnification:
The Customer agrees to indemnify LifeinCloud for all claims, losses, costs, or expenses (including Data Protection Losses) arising from non-compliance with this clause, Schedule 6, or the Policies.
8. Fees
1. Invoicing Schedule:
LifeinCloud will issue invoices to the Customer on a monthly basis, billed in arrears. Invoices will be generated within one day after the end of each completed month of chargeable Service usage. For further details, refer to the illustrative process in Schedule 1.
2. Mid-Month Invoicing:
In rare instances, the Customer may receive an invoice for an amount up to their current balance partway through a month. This step is taken to verify the authenticity of the Customer’s account information and ensures that new Customers without a payment history are not subjected to unnecessary scrutiny. Payment terms for such invoices align with the standard monthly billing terms.
3. Payment Obligations:
The Customer must settle all invoices in full and with cleared funds immediately upon receipt. All Fees outlined in the invoices are due on the date they are issued.
4. VAT and Other Taxes:
Unless explicitly stated otherwise, all Fees are exclusive of VAT and any other applicable charges. The Customer is responsible for paying VAT and similar charges at the rate and in the manner prescribed by law. Additionally, the Customer assumes responsibility for all duties, customs fees, taxes, penalties, fines, audits, interest, and back-payments related to their use of the Services, including local or national sales taxes. If LifeinCloud is required to pay any such taxes on the Customer’s behalf, the Customer agrees to fully reimburse LifeinCloud.
5. Fee Adjustments:
LifeinCloud reserves the right to adjust its Standard Pricing Terms, provided the Customer receives at least 31 days’ prior written notice. However, no Customer will experience a fee increase within the initial Term after the Commencement Date.
6. Invoice Disputes:
If the Customer disputes any item on an invoice, they must notify LifeinCloud in writing within three days of receiving the invoice. Both parties will then negotiate in good faith to resolve the dispute promptly. If the matter is unresolved after 14 days, it will be handled in accordance with clause 17. Any undisputed amounts must be paid in full as per clause 8.3. For disputed payments resolved in the Customer’s favor, interest under clause 8.9 will apply from the original due date until payment is completed.
7. Currency of Payment:
For all Customers, invoices will be raised in euros, and payments must be made in euros.
8. Timely Payments:
Punctual payment is essential. If payment is not received within seven days of the due date, LifeinCloud reserves the right to suspend some or all Services until full payment is received. Such suspensions are governed by clause 4.6, as they apply to any suspension or temporary discontinuance.
9. Late Payment Interest:
For overdue payments, LifeinCloud may charge interest on the outstanding balance at a rate of 5% per annum above the Bank of England’s base rate. This interest accrues daily starting seven days after the due date and compounds quarterly.
9. Warranties
1. Authority to Enter Agreement:
Each party represents and warrants to the other that it possesses the full authority and power to enter into and fulfill its obligations under this Agreement.
2. LifeinCloud’s Warranties:
LifeinCloud assures the Customer that:
a. It has the requisite rights, authority, and ability to grant the Customer the rights specified in this Agreement and to deliver the Services as outlined.
b. The Services will be provided with reasonable care, attention, and expertise.
c. The Customer’s access to, receipt of, and use of the Services will not infringe upon any third-party Intellectual Property Rights.
3. Limitations of LifeinCloud’s Warranties:
LifeinCloud makes no guarantees that the Customer’s use of the Services will be uninterrupted, error-free, or meet specific requirements. It also does not warrant the compatibility or interoperability of the Services with any additional software or hardware, which remains the sole responsibility of the Customer.
4. Customer’s Warranties:
The Customer represents and warrants to LifeinCloud that:
o It has conducted reasonable due diligence regarding the Services before the Commencement Date and accepts sole responsibility for ensuring the Services meet its intended purposes.
o It acknowledges that the Services provided by LifeinCloud are general offerings made available to all customers, not tailored or customized for the Customer’s unique needs.
5. Behavior of Customer Representatives:
The Customer guarantees that both itself and all Authorized Users will maintain a polite and professional demeanor in all interactions with LifeinCloud staff.
6. Exclusion of Additional Warranties:
Except as explicitly stated in this Agreement, LifeinCloud disclaims all other warranties, conditions, terms, obligations, or undertakings, whether express or implied, including any related to quality, suitability for a specific purpose, or the ability to achieve specific outcomes, to the maximum extent permissible by law.
10. Data Protection
Both parties agree to comply with their respective obligations and exercise their rights and remedies as detailed in Schedule 6 of this Agreement.
11. Systems Monitoring
LifeinCloud reserves the right to monitor, collect, store, and use data regarding the usage and performance of the Services, including Customer System monitoring Data. These activities are conducted to identify potential threats or errors in the Services or LifeinCloud’s operations and to enhance and refine LifeinCloud’s offerings. All such activities will adhere to the requirements of Schedule 6 and the associated Privacy Policy referenced therein.
12. Intellectual Property Rights
1. Ownership by LifeinCloud:
All Intellectual Property Rights associated with the Services and any materials created by LifeinCloud (or anyone acting on its behalf) during the provision of the Services remain the property of LifeinCloud or its licensors. The Customer agrees to execute any necessary documents or take any actions LifeinCloud may reasonably require to enforce this ownership.
2. Ownership by the Customer:
The Customer retains all rights, title, and interest in its Customer Data, including all associated Intellectual Property Rights.
3. Licensing to LifeinCloud:
The Customer grants LifeinCloud a non-exclusive, sublicensable (including multi-tier sublicensing), worldwide, royalty-free license to:
a. Use, transmit, copy, install, and otherwise process the Customer Data; and
b. Use any software, materials, or data provided to LifeinCloud (or its representatives) by the Customer or its Authorized Users, as necessary to deliver the Services and fulfill LifeinCloud’s obligations under this Agreement.
4. LifeinCloud’s Defense Against IP Claims:
Subject to clauses 12.7 and 14, LifeinCloud agrees to:
a. Defend, at its own expense, any claim brought by a third party alleging that the Customer’s use of the Services (in accordance with this Agreement) infringes copyrights, database rights, registered trademarks, registered design rights, or patents in the United Kingdom (“IP Claims”); and
b. Cover all costs or damages awarded, or agreed upon in settlement or final judgment, resulting from such an IP Claim.
5. Exclusive Remedy for IP Claims:
Clause 12.4 outlines the sole and exclusive remedy available to the Customer for any IP Claim, regardless of how the claim arises (whether in contract, tort, negligence, or otherwise).
6. Customer Obligations in IP Claims:
The Customer’s rights under clause 12.4 are conditional upon:
a. Promptly notifying LifeinCloud of any actual or potential IP Claim and providing comprehensive written details;
b. Avoiding comments, admissions, or actions that could harm LifeinCloud’s ability to defend or settle the claim;
c. Offering reasonable assistance to LifeinCloud, with LifeinCloud covering any associated costs incurred by the Customer; and
d. Granting LifeinCloud sole authority to manage the defense or settlement of the claim as it deems appropriate.
7. Customer Indemnity:
The Customer agrees to indemnify and hold harmless LifeinCloud (and any Supplier Indemnified Person) from any losses, damages, liabilities, or costs (including legal fees) arising from claims that the use, transmission, or possession of Customer Data under this Agreement infringes third-party Intellectual Property Rights.
13. Confidentiality
1. Use of Confidential Information:
Both parties agree to use the other’s Confidential Information solely for exercising their rights or fulfilling their obligations under this Agreement. They further agree not to disclose such information, including trade secrets, financial or technical data, or strategic information, except as permitted by this clause.
2. Permitted Disclosure to Representatives:
Subject to clause 13.5, each party may share the other’s Confidential Information with its employees, officers, advisers, agents, or representatives who require access to exercise rights or meet obligations under this Agreement. The disclosing party must ensure these individuals are aware of and comply with confidentiality obligations.
3. Mandatory Disclosure:
Subject to clause 13.5, Confidential Information may be disclosed if required by law, a court, or a regulatory or governmental authority with jurisdiction.
4. Indemnification for Breach:
Any breach of these confidentiality obligations obligates the offending party to indemnify the other for resulting losses, damages, liabilities, costs (including legal fees), and expenses.
5. Protected Data:
Where Confidential Information includes Protected Data, its disclosure or use must align with the terms set out in Schedule 6.
14. Liabilities
1. Exclusions to Liability:
Regardless of any provisions in this Agreement, neither party excludes or limits liability for:
a. Personal injury or death resulting from the negligence of that party or any individual for whom it is legally responsible;
b. Fraud or fraudulent misrepresentation;
c. Any breach of obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
d. Any liability that cannot be excluded or limited under applicable law.
2. Limitations of LifeinCloud’s Liability:
Subject to clause 14.1, LifeinCloud will not be liable to the Customer for:
a. Losses relating to profit, business opportunities, contracts, goodwill, anticipated savings, revenue, software or data (including Customer Data), or claims by third parties, whether these losses are direct, indirect, special, or consequential;
b. Any indirect, special, or consequential loss or damage of any nature, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise in connection with this Agreement or related activities.
3. Cap on LifeinCloud’s Liability:
Except as stated in clauses 14.1 and 14.2, LifeinCloud’s total liability to the Customer for all claims arising under or in connection with this Agreement will be capped at the total Fees paid or payable by the Customer to LifeinCloud over the twelve-month period starting from the Commencement Date.
4. Customer Responsibility:
The Customer accepts full responsibility and liability for its use of the Services and any outcomes derived from them.
15. Termination
1. Termination for Cause:
Either party may terminate this Agreement by providing written notice if:
a. The other party commits a material breach of the Agreement that cannot be remedied;
b. The other party fails to remedy a material breach within 14 days of receiving written notification of the breach; or
c. The other party fails to pay any overdue amounts within seven days of receiving a payment notice.
2. Termination for Insolvency or Business Cessation:
Either party may also terminate this Agreement with written notice if the other party:
a. Ceases or indicates an intention to cease carrying out a significant part of its business;
b. Is unable to pay its debts under the meaning of Section 123 of the Insolvency Act 1986 or if such inability is reasonably apparent to the other party;
c. Becomes subject to a company voluntary arrangement under the Insolvency Act 1986;
d. Has a receiver, administrator, or manager appointed over any of its assets;
e. Passes a resolution for winding-up;
f. Has a winding-up petition presented against it, or becomes subject to an administration order;
g. Undergoes a procedure for the seizure of goods that remains unresolved for seven days;
h. Has a freezing order imposed;
i. Faces recovery or attempted recovery of items from a supplier retaining ownership rights;
j. Encounters any comparable event to the above in other jurisdictions; or
k. Takes steps in preparation for or with no realistic chance of avoiding any of the events listed above.
3. Exceptions to Termination Rights:
The termination rights under clause 15.2 do not apply if the relevant event occurs as part of a legitimate amalgamation, reconstruction, or merger where the resulting entity agrees to honor the terms of this Agreement.
4. Effect of Termination:
The termination or expiration of this Agreement will not affect either party’s rights or obligations that have accrued up to the date of termination.
16. Consequences of Termination
1. Actions Following Termination or Expiry:
Upon the termination or expiry of this Agreement, for whatever reason:
a. LifeinCloud’s obligation to provide any Services and any associated rights or licenses granted to the Customer (including Authorized Users’ access to the Cloud Services) will terminate immediately.
b. The Customer must promptly settle any outstanding payments owed to LifeinCloud.
c. Each party must return any materials, software, or items (excluding Customer Data, as addressed in clause 16.4) belonging to the other party or provided under this Agreement. Such items must no longer be used or retained in any form.
2. Preservation of Rights:
Termination or expiry of this Agreement will not affect any rights or liabilities that have accrued up until the date of termination.
3. Survival of Certain Provisions:
Any provisions that are explicitly stated or implicitly necessary to remain effective beyond the termination of this Agreement will continue to apply, including clause 7 and clauses 10 through 14 (inclusive).
4. Disposal of Customer Data:
Unless otherwise agreed in writing, the Customer instructs that, within 90 days of the earlier of the end of the Term or the cessation of any Services involving Customer Data, LifeinCloud will securely delete or dispose of all such Customer Data in its possession. Any exceptions will only be made where applicable laws require LifeinCloud to retain certain data. LifeinCloud will not be held liable (including for negligence) for any deletion or destruction of Customer Data carried out in accordance with these instructions.
17. Dispute Resolution
1. Initial Escalation:
If a dispute arises out of or relates to this Agreement, the matter must first be referred to the directors, business owners, or equivalent-level managers of both parties. These individuals must use reasonable efforts to resolve the issue.
2. Mediation:
If the dispute is not resolved within 14 days of referral under clause 17.1, the parties must attempt to settle the matter through mediation in accordance with the London Court of International Arbitration (LCIA) Mediation Rules.
3. Restrictions on Legal Action:
Until the steps outlined in clauses 17.1 and 17.2 have been completed and the dispute remains unresolved, neither party may initiate formal legal or arbitration proceedings, except in cases where urgent interim relief from a court or emergency arbitrator is required.
18. Entire Agreement
1. Integration Clause:
This Agreement, along with any associated documents, constitutes the entire agreement between the parties and replaces all previous agreements, understandings, and arrangements—whether written or oral—concerning its subject matter.
2. Acknowledgment of Understanding:
Each party confirms that they have not entered into this Agreement or its associated documents based on any representations or warranties not expressly included herein. Neither party can make claims for innocent or negligent misrepresentation based on statements not explicitly set out in this Agreement.
19. Notices
1. Procedure for Sending Notices:
Any notices under this Agreement must be made in writing and sent to the respective party’s address as stated on the first page of this Agreement or via email as specified below. Notices are considered delivered as follows:
a. If sent by first-class post: Two (2) Business Days after mailing.
b. If sent by airmail: Seven (7) Business Days after mailing.
c. If delivered by hand: Upon delivery.
d. If sent by email to hello [at] lifeincloud.com (for LifeinCloud) or to the email address registered on the Customer’s account: Upon receipt of a delivery confirmation email.
2. Exclusions:
This clause does not apply to notices related to legal proceedings or arbitration.
20. Announcements
No public announcements or disclosures related to this Agreement or its terms may be made by or on behalf of either party without prior written consent from the other party, which shall not be unreasonably withheld or delayed. Exceptions are made for disclosures required by law, court orders, or competent authorities, including regulatory bodies.
21. Force Majeure
1. Exemption from Liability:
Neither party shall be held liable for delays or failures in fulfilling obligations under this Agreement caused by events beyond their reasonable control.
2. Notification:
The affected party must promptly notify the other in writing when such an event arises and again when it ceases to impact performance.
3. Termination Option:
If the force majeure event continues for more than three (3) consecutive months, either party may terminate the Agreement by providing written notice to the other party.
22. Assignment
1. Customer Restrictions:
The Customer may not assign, subcontract, or transfer any rights or obligations under this Agreement without prior written consent from LifeinCloud.
2. LifeinCloud Rights:
LifeinCloud may assign, transfer, subcontract, or otherwise deal with any rights or obligations under this Agreement.
23. No Partnership or Agency
This Agreement establishes an independent business relationship between the parties. It does not create any partnership, joint venture, agency, fiduciary relationship, or employment arrangement. Neither party may act on behalf of or bind the other in any way.
24. Severability
1. Partial Invalidity:
If any provision (or part of a provision) in this Agreement is deemed illegal, invalid, or unenforceable, but would be legal, valid, and enforceable if modified or reduced in scope:
a. The provision shall apply with necessary modifications to ensure its enforceability.
b. Both parties will negotiate in good faith to replace the invalid provision with one that reflects their original intent.
25. Waiver
The failure or delay by either party to enforce any right or remedy under this Agreement does not constitute a waiver. Partial enforcement of any right or remedy does not preclude its future enforcement or that of any other rights or remedies.
26. Third-Party Rights
Except where explicitly stated, no third party has the right to enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
27. Conflicts
1. Priority of Terms:
In the event of a conflict or inconsistency between parts of this Agreement, the following hierarchy will apply:
a. The main body of the Agreement and Schedule 6 (including its Appendix 1 and referenced Privacy Policy).
b. Any other Schedules.
2. Later Versions:
Subject to the above hierarchy, later versions of documents shall take precedence over earlier ones in case of inconsistencies.
28. Governing Law
This Agreement, including any disputes or claims (contractual or non-contractual) arising from or related to its subject matter, shall be governed by the laws of England and Wales.
29. Jurisdiction
The parties irrevocably agree that any disputes or claims (contractual or non-contractual) arising from or related to this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.
Schedule 1
Engaging Services from LifeinCloud
1. Once registered as a Customer, you will have access to your dedicated customer area via the LifeinCloud Portal at portal.lifeincloud.com.
2. If your account is created for a business, it will be classified as an organisation. Personal accounts, on the other hand, will be categorised as individual accounts.
3. Within the LifeinCloud Portal, you can create multiple organisations, each representing a distinct business account. Authorised Users may be added to these organisations within the Portal.
4. If you initially register as a business, you may also create a personal organisation. However, personal organisations are solely for individual use.
5. To start using chargeable Services (even if covered by account credits), log into your LifeinCloud Portal. You will need to specify the level of Services you require to launch your virtual machine for an organisation or individual purpose. Confirming your selection authorises LifeinCloud to charge Fees as per published rates available on lifeincloud.com.
6. Your account’s Commencement Date is the date of registration as a LifeinCloud Customer. If you create a new organisation or personal organisation, its Commencement Date will be the creation date.
7. To modify the Services received, log in to your LifeinCloud Portal, select the relevant organisation or individual account, and make the desired changes.
Schedule 2
Description of Services
Schedule 3
Cloud Services Conditions (Acceptable Use Policy)
1. This Acceptable Use Policy outlines the terms under which you may use the Services, complementing the provisions in Clause 7 of the Agreement. LifeinCloud reserves the right to update these conditions with at least 30 days’ written notice via email.
2. The Customer is permitted to use the Services only for lawful purposes. The Services must not be used:
a. In violation of any local, national, or international law or regulation, including copyright and other intellectual property laws.
b. For any unlawful or fraudulent purposes or activities.
c. In any way intended to harm or exploit minors.
d. To damage LifeinCloud’s network, reputation, or system resources.
e. To misuse system resources by employing programs that consume excessive network capacity, CPU cycles, or disk I/O.
f. For transmitting unsolicited or unauthorised promotional material (spam).
g. To knowingly transmit harmful code such as viruses, Trojan horses, or similar disruptive software.
3. Accessing the Services to disrupt or damage any of the following is strictly prohibited:
a. Any part of LifeinCloud’s network.
b. Equipment used by LifeinCloud’s network.
c. Software supporting the provision of Services.
d. Networks, equipment, or software owned or operated by third parties.
Schedule 4
Security Procedures
LifeinCloud commits to employing commercially reasonable measures to safeguard the Services and all data within its responsibility. These measures align with industry best practice standards, and LifeinCloud works internally to adhere to recognized certification standards for securing its services.
Further details on LifeinCloud’s security certifications are available on our website at lifeincloud.com.
Schedule 5
Change Control Procedure
1. Either party may propose a change (“Change”) to this Agreement. The Customer may request or LifeinCloud may recommend such changes (“Change Request”) using the procedure detailed in this Schedule.
2. Material modifications to the Services, which significantly affect the Services received by a large portion of LifeinCloud’s customers, or any modifications to the Agreement’s terms, shall be managed under this Change Control Procedure. This excludes Changes specifically exempted by the Agreement or its Schedules.
3. Each Change Request must include the following information to enable the parties to assess the impact of the proposed Change:
a. Details of the initiating party, including the individual/contact person’s name, organization name (if applicable), and contact details (email or phone).
b. A detailed description of the proposed Change.
c. Anticipated impact on the other party.
d. Reasons for the proposed Change.
e. Proposed effective date of the Change.
4. Change Requests must be submitted via email. For this purpose, LifeinCloud’s designated email address is hello [at] lifeincloud.com.
5. Upon receiving a Change Request, the recipient must respond within 10 Business Days (or a mutually agreed timeline) to either accept or reject the Change Request, providing reasons for any rejection.
6. A Change Request becomes binding only when both parties’ authorised representatives accept it in writing. Changes falling under this procedure will not be valid unless this Schedule’s provisions are fully adhered to.
7. Until a Change Request is accepted in writing by authorised representatives of both parties, the Agreement will remain in effect under its existing terms. Both the Customer and LifeinCloud must continue to perform their respective obligations accordingly.
8. Any goods or services provided by LifeinCloud outside the provisions of an accepted Change Request shall be entirely at LifeinCloud’s expense and liability.
9. This Schedule does not limit either party’s right to terminate the Agreement per clauses 3.2, 6.2, 15, 21, or Schedule 6.
Schedule 6
Data Protection
This Schedule incorporates the body of this Schedule along with its Appendix 1.
1. Definitions
1. Terms defined in this Schedule carry the same meanings and interpretations as in the rest of the Agreement. Additionally, the following definitions apply specifically to this Schedule:
o Applicable Law: Refers to the laws of the European Union (EU), the European Economic Area (EEA), or any of their member states, as well as the laws of the United Kingdom, as updated from time to time.
o Appropriate Safeguards: Legally enforceable mechanisms for transferring Personal Data, as permitted by Data Protection Laws.
o Certification Policy: LifeinCloud’s policy governing third-party certifications and audits related to the Services, including how such information is disclosed to customers. The latest version is available at LifeinCloud.com.
o Controller: As defined under Data Protection Laws.
o Data Protection Laws: Encompasses all applicable laws related to the processing, privacy, and use of Personal Data. This includes:
a. The GDPR;
b. The Data Protection Act 2018;
c. Any laws implementing or replacing these acts; and
d. Any amendments to these laws, including those resulting from the EU Withdrawal Act 2018 in the UK.
o Data Protection Losses: Covers all costs, claims, and liabilities arising from breaches or investigations under Data Protection Laws, including fines and penalties imposed by Supervisory Authorities.
o Data Subject: As defined in Data Protection Laws, referring to any individual whose data is processed.
o Personal Data: As defined under Data Protection Laws.
o Privacy Policy: LifeinCloud’s published privacy practices concerning its Services, accessible at LifeinCloud.com.
o Protected Data: Personal Data within the Customer Data processed under this Agreement.
o Processor: As defined under Data Protection Laws, referring to LifeinCloud in this Agreement.
o Sub-Processor: Any third party LifeinCloud engages to process Protected Data on behalf of the Customer.
2. Processor and Controller Roles
1. For the Protected Data under this Agreement, the Customer acts as the Controller and LifeinCloud as the Processor. The Customer remains responsible for ensuring compliance with all applicable Data Protection Laws.
2. If the Customer is not the sole Controller of the Protected Data, it warrants that it has all necessary authorizations to instruct LifeinCloud on behalf of other Controllers.
3. LifeinCloud agrees to process the Protected Data in accordance with:
o The Customer’s documented instructions; and
o Obligations outlined under Data Protection Laws.
4. The Customer shall ensure compliance with:
o All Data Protection Laws regarding the processing and use of Protected Data; and
o The terms of this Agreement, including maintaining accurate regulatory registrations.
5. The Customer warrants that:
o The Protected Data, when processed per this Agreement, complies with all applicable laws.
o All necessary notices and consents have been obtained from Data Subjects.
o Appropriate security measures are in place to safeguard the Protected Data.
3. Instructions for Processing
1. LifeinCloud shall:
o Process Protected Data only per the Customer’s instructions, unless otherwise required by law.
o Notify the Customer if any instruction appears to breach Data Protection Laws.
o Ensure that any person acting under its authority processes Protected Data confidentially.
2. The Customer shall:
o Ensure Authorised Users understand and comply with LifeinCloud’s Privacy Policy.
o Be responsible for ensuring that all commands issued by its Authorised Users for processing Protected Data are lawful.
3. Any data processing undertaken by LifeinCloud under this Agreement shall adhere to the details specified in Appendix 1 regarding the nature, purpose, and categories of Protected Data.
4. Technical and Organisational Measures
In consideration of the nature of processing activities, LifeinCloud shall adopt and maintain appropriate technical and organisational measures for the handling of Protected Data. These measures are outlined in Schedule 4 and the Privacy Policy. Additionally, LifeinCloud will assist the Customer, as far as reasonably practicable and in line with the nature of processing activities, to fulfill the Customer’s obligations to respond to Data Subject Requests regarding Protected Data. Such assistance will be provided at the Customer’s expense, charged on a time-and-materials basis in accordance with LifeinCloud’s Standard Pricing Terms.
5. Use of Staff and Sub-Processors
1. LifeinCloud will not engage any Sub-Processor to carry out processing activities concerning Protected Data without obtaining prior written approval from the Customer. Such approval shall not be unreasonably withheld, conditioned, or delayed.
2. The Customer consents to the use of Sub-Processors listed in the most recent version of the List of Sub-Processors, as updated periodically.
3. LifeinCloud will ensure:
o Every Sub-Processor is appointed through a written contract that includes obligations substantially similar to those outlined in paragraphs 2 through 13 of this Schedule. These obligations will also require adequate guarantees to implement appropriate technical and organisational measures.
o It remains fully accountable for the acts and omissions of its Sub-Processors as though they were its own.
4. LifeinCloud will ensure all personnel, including Sub-Processors, authorized to process Protected Data, are bound by a written agreement to maintain confidentiality. Where disclosure is legally mandated, LifeinCloud will inform the Customer beforehand, provided it is legally permitted to do so.
6. Assistance with Compliance and Data Subject Rights
1. LifeinCloud will promptly refer all Data Subject Requests it receives to the Customer. Any work, time, costs, or expenses incurred in connection with such activities will be charged to the Customer, calculated on a time-and-materials basis according to LifeinCloud’s Standard Pricing Terms.
2. LifeinCloud will provide reasonable assistance to the Customer in ensuring compliance with their obligations under Data Protection Laws, specifically with regard to:
o Security of processing;
o Conducting data protection impact assessments (as defined by Data Protection Laws);
o Engaging in prior consultations with a Supervisory Authority regarding high-risk processing activities;
o Reporting notifications to the Supervisory Authority and/or informing Data Subjects in the event of a Personal Data Breach.
All assistance under this clause will be charged to the Customer on a time-and-materials basis in line with LifeinCloud’s Standard Pricing Terms.
7. International Data Transfers
1. Except as specified in paragraphs 7.2 and 7.5, LifeinCloud will not Transfer any Protected Data:
o From one country to another;
o To an organisation or entity governed by international law or a body established by agreements between multiple countries,
without the Customer’s prior written consent, unless such Transfer is mandated by applicable law. In such cases, LifeinCloud will notify the Customer before proceeding, provided the law permits such disclosure.
2. The Customer authorizes LifeinCloud to Transfer Protected Data to any International Recipient(s) as required for processing under paragraph 3.4. All Transfers, including Onward Transfers, must be conducted in accordance with Data Protection Laws and subject to Appropriate Safeguards.
3. LifeinCloud (or its Sub-Processors) will only process Protected Data in the following locations:
o The United Kingdom;
o The European Economic Area (EEA);
o Other countries approved by the European Commission as offering adequate protection levels, such as Andorra, Argentina, Canada, Japan, and New Zealand.
4. The Customer acknowledges that the use of cloud services may result in Protected Data being Transferred to other regions based on instructions initiated by Authorised Users. The Customer is responsible for ensuring such Transfers comply with Applicable Laws and use Appropriate Safeguards.
8. Information and Audit
1. LifeinCloud shall maintain written records of all categories of processing activities conducted on behalf of the Customer, in compliance with the Data Protection Laws binding upon LifeinCloud.
2. Upon request, LifeinCloud will provide the Customer (or auditors designated by the Customer) with copies of third-party certifications and audit reports that are generally made available to its customers. This information shall be treated as LifeinCloud’s Confidential Information, as defined in this Agreement, and must be handled in accordance with applicable terms.
3. If the Customer reasonably determines that the information provided under paragraph 8.2 is insufficient to meet its obligations under Data Protection Laws, LifeinCloud shall, upon the Customer’s request:
o Provide additional information necessary to demonstrate compliance with its obligations under this Schedule and Article 28 of the GDPR (or equivalent provisions under other Data Protection Laws).
o Facilitate and contribute to audits or inspections carried out by the Customer or an auditor designated by the Customer, provided that:
a. Such audits or inspections must be reasonable, limited to information in LifeinCloud’s possession or control, and initiated with at least 60 days’ prior written notice to LifeinCloud.
b. The parties shall mutually agree on the timing, scope, and duration of the audit, including any additional requirements to protect the confidentiality of other customers or compliance with existing contractual obligations.
c. Audits must be conducted during normal business hours and with minimal disruption to LifeinCloud’s operations.
d. Each audit is limited to one Business Day in duration.
e. All costs associated with the audit, including LifeinCloud’s expenses, shall be borne by the Customer, based on LifeinCloud’s Standard Pricing Terms.
f. The Customer may only exercise audit rights once in any 12-month period, unless required by a Supervisory Authority or prompted by suspected non-compliance by LifeinCloud.
g. The Customer shall report any non-compliance identified during the audit to LifeinCloud promptly, and in any case, within one Business Day.
h. Information obtained or generated through audits, inspections, or requests must be treated as LifeinCloud’s Confidential Information.
i. The Customer shall ensure that personnel conducting audits or inspections do not cause damage, loss, or corruption to LifeinCloud’s systems or data.
j. The provisions of paragraph 8.4 apply to this clause.
4. The Customer acknowledges that certain contractual terms agreed with Sub-Processors may limit or restrict LifeinCloud’s ability to facilitate audits or inspections of Sub-Processors. In such cases:
o The Customer’s rights under paragraph 8.3 are limited to the extent inconsistent with those terms.
o Any audits or inspections permitted for Sub-Processors shall comply with equivalent restrictions and obligations outlined in paragraph 8.3, along with additional terms as applicable.
o Paragraphs 8.3 and 8.4 shall be interpreted accordingly.
5. Notwithstanding the restrictions outlined in paragraph 8.4, LifeinCloud shall implement appropriate measures to ensure its Sub-Processors meet their obligations under Data Protection Laws. The Customer agrees that this satisfies LifeinCloud’s obligations in this regard.
9. Breach Notification
1. In the event of a Personal Data Breach involving Protected Data, LifeinCloud shall:
o Notify the Customer without undue delay, and in any case within 72 hours of becoming aware of the breach.
o Provide the Customer with sufficient details regarding the nature of the breach.
10. Deletion of Protected Data and Copies
Upon termination of the Services (or any part thereof) that involves the processing of Protected Data, LifeinCloud shall securely dispose of all Protected Data in compliance with its obligations under this Agreement. LifeinCloud shall not be held liable for any deletion or destruction of Protected Data conducted in accordance with this Agreement.
11. Compensation and Claims
1. LifeinCloud’s liability for Data Protection Losses under or in connection with this Agreement shall be:
o Limited to losses directly caused by LifeinCloud’s breach of this Agreement during its processing of Protected Data.
o Excluded where such losses are contributed to or caused by the Customer’s breach of this Agreement.
2. If either party receives a compensation claim related to the processing of Protected Data, the receiving party shall notify the other promptly, providing full details. The party handling the claim shall:
o Not admit liability or settle the claim without the other party’s prior consent.
o Fully consult with the other party, although the final decision on settlements rests with the party responsible for any resulting payment.
3. The Customer agrees not to seek reimbursement from LifeinCloud for compensation paid to Data Subjects where the Customer is liable to indemnify LifeinCloud under this Agreement.
4. This paragraph governs the allocation of liability for Data Protection Losses between the parties, including Data Subject compensation, unless prohibited by Applicable Law or Data Protection Laws.
12. Updates
1. Without limiting the provisions of clauses 6.1 to 6.4 (inclusive), LifeinCloud reserves the right to update and notify the Customer about revised versions of this Schedule 6 (including Appendix 1), the List of Sub-Processors, the Certification Policy, and/or the Privacy Policy at its sole discretion. Notification of such updates may be provided through email (including a copy of the update or a link to access it), by publishing the updated Privacy Policy on the LifeinCloud website, or via any other reasonable method chosen by LifeinCloud (an “Update Notification”). LifeinCloud will fulfill its obligations outlined in this Schedule 6 in relation to such updates.
2. The updated document(s) referenced in the Update Notification will replace their preceding versions for the purposes of this Agreement, effective 20 Business Days after the Update Notification has been issued (or on a later date specified by LifeinCloud).
3. If the Customer reasonably considers that an Update has a materially adverse impact on it, the Customer may terminate this Agreement concerning the affected Services. To exercise this right, the Customer must provide written notice within 10 Business Days of the Update taking effect under paragraph 12.2. The notice must include an explanation of the negative impact prompting the termination. If the Customer has pre-paid any Fees for terminated Services, LifeinCloud will refund the relevant amount for those Services.
13. Survival
This Schedule, as updated from time to time, will survive the termination or expiry (for any reason) of this Agreement and remain in effect until no Protected Data is retained by LifeinCloud or any Sub-Processor. However, paragraphs 10 to 13 (inclusive) shall remain effective indefinitely.
14. Data Protection Contact
The Data Protection Officer for LifeinCloud can be reached via email at privacy [at] lifeincloud.com.
| Name | Type of Service | Data Processed |
|---|---|---|
| Crisp | Live Chat Service | Internal messaging that might include customer name and email details for the purpose of support. |
| Nomi Ltd | Accountancy Software | Customer details including customer name, address and email address |
| Cloud based documentation software, storage & analytical | Occasional instances of customer name and email address on internally-shared documents and analytical tools. | |
| Stripe | Payment Processor | Customer name, address and card information for the purpose of payment processing |
| PayPal | Payment Processor | Customer name, address and card information for the purpose of payment processing |
