Legal

01Service Use and Acceptance

StaySynced is a SaaS platform that connects your property management system to other business systems you choose, provides reporting on the data it extracts, or does both. You choose which parts of StaySynced you use. The systems we connect, and the terms specific to each connection, are set out in the Service Schedules.

You accept these Terms and the Data Processing Addendum, and confirm that you have read the Privacy Policy, by ticking the acceptance box when you set up your account, before you choose or start any service. You must accept them to use StaySynced. No physical signature is required. If you accept on behalf of an organisation, you confirm that you have authority to bind it.

02Acceptable Use

You agree to use StaySynced only for lawful purposes and in accordance with these Terms. You must not:

• Use the service for any unlawful, harmful, or fraudulent activity
• Attempt to gain unauthorized access to the service or related systems
• Interfere with or disrupt the integrity or performance of the service
• Reverse engineer, decompile, or disassemble any part of the service

03End-User Licence Agreement (EULA)

Your use of StaySynced is also governed by our End-User Licence Agreement, which is incorporated by reference.

04Intellectual Property

All intellectual property rights in StaySynced and related materials remain the exclusive property of Cloudfox or its licensors.

05Customer Data and Aggregated Data

5.1 “Customer Data” means the data we extract from your connected systems, and any other data you submit to us, when you use StaySynced. You keep all rights in Customer Data.

5.2 You grant us a non-exclusive, royalty-free licence to use Customer Data for these purposes:

• (a) to provide, maintain, secure and support StaySynced;
• (b) to produce reports and analytics for you; and
• (c) to create Aggregated Data under clause 5.3.

The licence lasts as long as needed for those purposes, subject to the retention and deletion terms of the Data Processing Addendum. Clause 5.4 continues to apply to Aggregated Data.

5.3 We may anonymise Customer Data and combine it with data from other customers to create Aggregated Data. “Aggregated Data” means statistics and insights that do not identify, and cannot reasonably be used to identify, you, any other customer, any property or scheme, any operator, or any individual. We create and assess Aggregated Data in line with our published Anonymisation Standard and the internal thresholds we set under it, including measures to prevent identification by combining datasets or comparing reports.

5.4 As between us, we own all rights we hold in the compilation, arrangement and methodology of Aggregated Data. We do not acquire ownership of the underlying Customer Data. We may keep, analyse, reproduce, license, distribute and commercially use Aggregated Data for any lawful purpose, including:

• (a) market benchmarking and industry intelligence;
• (b) statistical reporting and analysis;
• (c) developing and improving our services; and
• (d) reports and analytics supplied to customers and third parties.

We may keep using Aggregated Data after your subscription ends, for as long as it continues to meet clause 5.3. This clause continues after these Terms end.

5.5 We will not disclose identifiable Customer Data to another customer or third party for benchmarking or market intelligence. We will not publish or disclose Aggregated Data, or any report, from which you, your properties or schemes, or any individual could reasonably be identified, whether directly or by combining it with other reasonably available information. We will not attempt to re-identify any individual, property or operator from Aggregated Data.

5.6 You confirm that:

• (a) you are entitled to grant the licence in clause 5.2;
• (b) you are entitled to connect the systems you choose to StaySynced and to authorise us to access them, including under your agreements with the providers of those systems; and
• (c) you have given, or will give before the processing begins, the privacy information the law requires about our processing of Customer Data under these Terms, including the creation of Aggregated Data.

5.7 If you connect StaySynced, or data from it, to a platform run by someone else, or give someone else access to it (for example a reporting or analytics tool), that party acts for you and not for us. Your agreement with it governs what it does with the data, and it is not our sub-processor. We are not responsible for how it, or any onward recipient, uses or shares data after it leaves StaySynced on your instruction.

06Service Schedules and Published Pages

6.1 A Service Schedule describes one service, the processing it involves and any terms specific to it. You accept a Service Schedule when you switch that service on. It then forms part of these Terms and, for its processing details, part of the Data Processing Addendum. If a Service Schedule conflicts with these Terms for that service, the Service Schedule prevails. The Data Processing Addendum prevails over both on the processing of personal data.

6.2 When we add a service, we publish a new Service Schedule. It does not apply to you until you switch that service on and accept it.

6.3 We publish and keep up to date our Sub-processor list, Security overview, Anonymisation Standard and Cookie Policy. We update them under clause 14. We will not change them in a way that materially reduces the protection of your data.

07Our Responsibility and Limitation of Liability

7.1 StaySynced is a business software service. We will provide it with reasonable care and skill, but we do not guarantee uninterrupted availability or error-free operation.

7.2 To the maximum extent permitted by law, Cloudfox is not liable for indirect or consequential loss, or for loss of profits, revenue, business opportunities, goodwill or anticipated savings, or for loss arising from decisions you make using reports or analytics produced by StaySynced, however arising.

7.3 If Customer Data held in StaySynced is lost or corrupted through our fault, our liability for that loss is limited to the reasonable cost of restoring it from our most recent backup.

7.4 We are not responsible for inaccuracies in Customer Data, failures of third-party systems, changes to third-party APIs, actions of you or your users, or loss or corruption of data held in systems you connect, except to the extent that we contributed to the loss through our own breach of these Terms.

7.5 Our total liability arising from or relating to these Terms or the service, including claims under the Data Processing Addendum, whether in contract, tort (including negligence) or otherwise, will not exceed the greater of (a) the fees paid by you to Cloudfox for the service in the twelve (12) months before the event giving rise to the claim and (b) £1,000.

7.6 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or for death or personal injury caused by negligence.

08Payment and Billing

8.1 Plans billed through Stripe. Plans you buy through our website or app are billed monthly or annually in advance, as your plan states. Payment processing is handled securely by Stripe. By subscribing, you authorise us to charge your payment method on a recurring basis. We may change the prices of these plans. Existing subscribers will be given at least 30 days’ written notice of any price increase before it takes effect. If you pay annually, a price change applies from your next renewal date. If you do not accept the new price, you may cancel before it takes effect and the new price will not be charged to you.

8.2 Plans billed by invoice. Some plans are agreed in an order form signed by you and us (an “Order Form”) and billed by invoice. The Order Form sets out the plan, its lines, the term, the prices and any discounts. Unless the Order Form says otherwise, we invoice annually in advance and each invoice is payable within 30 days of its date. If the Order Form and these Terms conflict, the Order Form governs price, term and billing, and these Terms govern everything else.

8.3 Billed entities. For a plan billed by invoice, you may ask us to address the invoices for some lines of your plan to another entity, such as a company that owns or operates a property you manage (a “Billed Entity”). The Order Form names each Billed Entity and the lines it pays. A Billed Entity pays on your behalf and does not become a party to these Terms. You remain responsible for all fees under your plan, including any a Billed Entity does not pay.

8.4 Discounts. A discount applies only to the lines and the period the Order Form states. A discount for a term of more than one year may reduce in each year of the term, as the Order Form sets out. When a term ends and your plan renews, every line is priced at our list price on the renewal date, after any review under clause 8.5, unless we agree a new discount in writing.

8.5 Annual price review. For plans billed by invoice, we may increase our list prices on each anniversary of the start date in your Order Form by the annual change in the Retail Prices Index plus 3 percentage points, unless the Order Form fixes your prices for its term. The Retail Prices Index is the UK Retail Prices Index, all items, published by the Office for National Statistics (series CHAW), and the annual change is its 12-month change in the latest figure published before we give notice. If the result is below zero, prices do not change. We will give you at least 30 days’ written notice of the new prices, and any discount in your Order Form applies to the new list price. A review under this clause is a price mechanism you agree to in advance. It is not a change to these Terms under clause 14. If the Office for National Statistics stops publishing the Retail Prices Index, we will use the index it names as the replacement or, if it names none, the UK Consumer Prices Index (series D7G7).

8.6 Late payment. If an invoice for your plan is still unpaid 14 days after its due date, we may suspend the service for your plan after giving you written notice. We will restore it when the overdue amount is paid.

09Cancellation and Export

You may cancel your subscription at any time by contacting us at support@cloudfox.it. Cancellation will take effect at the end of your current billing period or, for a plan billed by invoice, at the end of the term in your Order Form. No refunds will be provided for any unused portion of a paid billing period, except where clause 14 or the Data Processing Addendum gives you a right to one.

For 30 days after your subscription ends you may ask us to return the Customer Data we hold, in a standard format. We delete the remaining Customer Data under the Data Processing Addendum, no later than 90 days after your subscription ends. Clause 5.4 continues to apply to Aggregated Data.

10Termination

10.1 We may suspend all or part of your access immediately where reasonably necessary to protect the security or integrity of the service, prevent unlawful activity, address a material risk to other users, or comply with the law.

10.2 Where reasonably practicable we will tell you why, and we will restore access when the cause is resolved.

10.3 Either of us may end the subscription if the other materially breaches these Terms and does not fix the breach within 14 days of written notice.

10.4 We may end the subscription immediately by written notice if a breach cannot reasonably be fixed or continued service would create a significant security or legal risk.

10.5 We may also end the subscription on 30 days’ written notice.

10.6 Clause 9 applies whichever of us ends the subscription.

11Force Majeure

We will not be liable for any failure or delay in performing our obligations under these Terms where that failure or delay results from events, circumstances or causes beyond our reasonable control, including but not limited to failures of telecommunications or internet services, failures of third-party platforms (such as the systems you connect, Stripe or our hosting providers), acts of God, fire, flood, pandemic, civil unrest, or government action.

12General

• Assignment: We may assign or transfer our rights and obligations under these Terms to another entity, for example as part of a sale or reorganisation of our business. You may not assign or transfer your rights or obligations without our prior written consent.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
• Waiver: A failure or delay by us in exercising any right under these Terms does not constitute a waiver of that right, and no single or partial exercise of a right prevents any further exercise of it.
• Entire agreement: These Terms, together with the documents they incorporate by reference (including the EULA, Privacy Policy, Data Processing Addendum, the Service Schedules you have accepted and the Anonymisation Standard), constitute the entire agreement between you and Cloudfox relating to the StaySynced service and supersede any prior agreements or understandings.
• No reliance: You acknowledge that you have not relied on any statement, promise or representation not set out in these Terms. This does not limit or exclude any liability for fraud or fraudulent misrepresentation.
• Third-party rights: A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

13Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14Changes to These Terms

14.1 Material changes. We will email the account owner at least 30 days before a material change to these Terms, a Service Schedule or the Data Processing Addendum takes effect. A change is material if it reduces your rights, increases your obligations or fees, or changes how we use Customer Data. A price review under clause 8.5 is not a material change.

14.2 Your choice. If you do not want a material change, you may end your subscription before it takes effect. The change will not apply to you, and we will refund the fees you have paid for the period after your subscription ends, pro rata. If you do not end your subscription before the change takes effect, it applies to you from that date.

14.3 Other changes. We post any other change to this page with an updated effective date.

14.4 Sub-processors. Changes to our sub-processors follow Section 10 of the Data Processing Addendum, including your right to object.

14.5 Urgent changes. A change that the law or a security risk requires may take effect sooner. We will tell you as soon as we can.

14.6 New services. A new service is added by a new Service Schedule under clause 6.2. It is not a change to these Terms.

15Contact

For questions or support, contact us at support@cloudfox.it.