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Collections Cloud Standard Subscription Agreement

This Standard Subscription Agreement (the "Agreement") is entered into by and between:

Collections Cloud Ltd ("Provider," "We," or "Us"), operating via collectionscloud.org and based at Conwy Business Centre, Junction Way, Llandudno Junction, Conwy, United Kingdom, LL31 9XX, and [Business Full Legal Name] ("Business" or "You").

Collections Cloud is a cloud-based software service for managing, organising, and analysing the collections of overdue invoices and accounts receivable. Customer desires to subscribe to and use the Service in accordance with the terms and conditions set forth herein.

1. Definitions

• 1.1. Service: The Collections Cloud software platform, documentation, and any accompanying support services provided by the Provider, accessible via collectionscloud.org.
• 1.2. Subscription: The specific, non-exclusive, non-transferable right granted to the Customer to access and use the Service is as per agreed terms (section 8.1).
• 1.3. Subscription Tiers: The specific feature sets and limitations outlined in Schedule A (The Collections Cloud Pricing Plan), specifically covering the Basic, Standard, and Premium plans.
• 1.4. Customer Data: Any data, information, or material provided, submitted, or uploaded by Customer or its Users to the Service.
• 1.5. Users: Employees, agents, and independent contractors authorised by Customer to access and use the Service.

2. Subscription and Grant of Rights

• 2.1. Grant of Access: Subject to the terms and conditions of this Agreement, Provider hereby grants Customer a limited, revocable, non-exclusive, non-transferable right to access and use the Service solely for its internal business purposes during the Subscription Term, within the scope of the selected Subscription Tier.
• 2.2. Subscription Tiers: The scope of access, including features, number of permitted Users, and storage capacity, shall be strictly determined by the Subscription Tier selected by the Customer and detailed in Schedule A.
• 2.3. Modifications to Service: Provider reserves the right to make modifications, improvements, or changes to the Service at any time, provided such changes do not materially degrade the core functionality available under the Customer's current Subscription Tier.

3. Financial Terms

• 3.1. Fees: Customer agrees to pay all subscription fees ("Fees") in advance, according to the pricing plan chosen. Payments are made annually.
• 3.2. Payment: All payments must be made via the accepted payment methods provided by the Provider. Payments are non-refundable, except as expressly provided in this Agreement.
• 3.3. Taxes: The Fees are exclusive of all taxes, duties, and assessments, which are the responsibility of the Customer.
• 3.4. Upgrades/Downgrades: Customer may upgrade or downgrade their Subscription Tier at any time. Upgrades will be effective immediately, and Customer will be charged a prorated amount for the remainder of the billing cycle. Downgrades will take effect at the beginning of the next billing cycle.

4. Customer Obligations and Acceptable Use

• 4.1. Authorised Users: Customer is responsible for all activity occurring under its User accounts and must ensure that Users comply with this Agreement.
• 4.2. Restrictions: Customer shall not (a) license, sublicense, sell, resell, or lease the Service to any third party; (b) use the Service to store or transmit infringing, libelous, or otherwise unlawful material; (c) interfere with or disrupt the integrity or performance of the Service; or (d) attempt to gain unauthorised access to the Service or its related systems or networks.
• 4.3. Customer Data: Customer retains all ownership rights, title, and interest in and to all Customer Data. All data is secured and saved in UK data centres and in accordance with the General Data Protection Regulation (GDPR) (EU) 2016/679 as incorporated into UK law (the "UK GDPR") and the Data Protection Act 2018 (collectively, "Data Protection Legislation"). In the event that the Customer requires the exporting of their data into any file type, Provider retains the right to charge a reasonable fee for the cost of any such request.

5. Confidentiality, Privacy, and Security

• 5.1. Confidential Information: Each party shall treat all information designated as confidential by the disclosing party, or that reasonably should be considered confidential, as Confidential Information. Neither party shall disclose the other party’s Confidential Information except to its employees, agents, or professional advisors who have a need to know and are bound by similar confidentiality obligations.
• 5.2. Privacy: The Provider will process Customer Data in accordance with its published Privacy Policy, available on the collectionscloud.org website.
• 5.3. Security: Provider shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data.
• 5.4. Data Protection (GDPR Compliance):
  1. The parties acknowledge that for the purposes of the General Data Protection Regulation (EU) 2016/679 as incorporated into UK law (the "UK GDPR") and the Data Protection Act 2018 (collectively, "Data Protection Legislation"), the Customer is the Data Controller and the Provider is the Data Processor regarding any Customer Data that constitutes personal data.
  2. The Provider shall process the personal data only on the documented instructions of the Customer, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by UK law.
  3. The Provider shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  4. The Provider shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as required by Article 32 of the UK GDPR.

6. Warranties and Disclaimers

• 6.1. Provider Warranty: Provider warrants that the Service will perform substantially in accordance with the documented specifications provided by the Provider under normal use and circumstances.
• 6.2. Customer Warranty: Customer warrants that it has the legal right and authority to enter into this Agreement and that its Customer Data does not infringe upon any third party’s intellectual property rights.
• 6.3. Disclaimer: Except as expressly provided herein, the service is provided "as is." Provider and its licensors make no other warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.

7. Limitation of Liability

• 7.1. Exclusion of Damages: In no event shall either party be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of profits, revenue, data, or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages.
• 7.2. Cap on Liability: In no event shall the Provider's total aggregate liability arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability, exceed the total amount paid by the Customer to the Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

8. Term and Termination

• 8.1. Term and Auto-Renewal: This Agreement commences on the Effective Date and continues for the initial Subscription Term selected by the Customer (which shall be either 12, 24, or 36 months). THIS AGREEMENT WILL AUTOMATICALLY RENEW for successive terms equal in length to the initial Subscription Term (each, a "Renewal Term") unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Upon renewal, the Fees shall be the Provider’s standard list price for the Service in effect at the time of renewal, unless otherwise agreed in writing.
• 8.2. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
• 8.3. Effect of Termination: Upon any termination, Customer’s right to use the Service shall immediately cease. Provider shall make all Customer Data available for download (note: there may be a cost involved depending upon the size of the dataset and level of work required) for a period of thirty (30) days after termination. After this period, Provider may delete all Customer Data in the Service.

9. Governing Law

This Agreement shall be governed exclusively by the laws of England and Wales, without regard to its conflict of laws principles.

SCHEDULE A: Collections Cloud Subscription Tiers

The following defines the scope of access and limitations for the first three Subscription Tiers of Collections Cloud.