Clearooms terms & conditions.

THESE TERMS & CONDITIONS GOVERN THE USE OF THE APP, PORTAL, CUSTOMER ACCOUNT AND THE PRODUCTS, FEATURES, SERVICES, TECHNOLOGIES AND SOFTWARE THAT WE MAKE AVAILABLE AS PART OF THE APP AND/OR CUSTOMER ACCOUNT (TOGETHER THE SUBSCRIPTION SERVICES).  PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE SUBSCRIBING TO THE SUBSCRIPTION SERVICES BY SETTING UP THE CUSTOMER ACCOUNT.

1. Important Information

1.1 By registering with the App and clicking to confirm you accept the Terms & Conditions or downloading the App and agreeing to our Terms & Conditions, you warrant and represent to us that you have legal authority to bind and are lawfully able to enter into contracts on behalf of the Customer.

1.2 If you do not wish to subscribe to the Subscription Services or you do not have authority to enter into a contract with us on behalf of the Customer:

1.2.1 please do not sign up for a Customer Account, commence or continue with the download process; or  1.2.2 where a Customer Account is in existence, do not continue or allow Users to access and use the Subscription Services and please delete the App and close the Customer Account.

1.3 These Terms & Conditions set out:

1.3.1 who we are; 1.3.2 the terms on which we provide the Subscription Services; 1.3.3 how changes can be made to the App, our Subscription Services and these Terms & Conditions; 1.3.4 how to close the Customer Account; 1.3.5 other important information.

2. Definitions and Interpretation

2.1 In these Terms & Conditions, the following words and expressions shall have the following meanings:

Administrator	a User granted with the higher access rights that is able to manage and control Customer Accounts and permit and grant access to the Portal to Users;
App	the Clearooms software application, any data supplied within the software application and any updates or supplements made to it by us from time to time which can be accessed and downloaded via the Portal;
Clearooms DPA	Clearooms data processing agreement, available online at the following link: https://clearooms.com/dpa/ as amended from time to time;
Clearooms User Terms	the terms and conditions governing a User’s use of the Portal;
Condition	a condition of these Terms and Conditions;
Customer	the firm, company or other legal entity the Customer Account is created for or on behalf of;
Customer Account	the account created as part of the sign-up process in order to subscribe to the Subscription Services;
Customer Data	any data in any form, provided by the Customer or Users to us, including any data uploaded to the App or the Portal by the Customer, Users, or us on behalf of the Customer but excluding any Personal Data (as defined in Clearooms DPA);
Data Protection Legislation	unless and until no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) together with and as implemented and/or amended by the Data Protection Act 2018 and any other regulations and secondary legislation relating to data protection in England and Wales;
Documentation	any online or electronic documentation relating to the use of the App, as may be made available, varied and amended by us from time to time;
Hot Desk Booking Services	the function to reserve a desk space located within a room via the Portal and the App;
Hosting Provider	Amazon Web Services or such other third party we appoint to provide hosting on our behalf;
Hosting Provider Terms	the terms and conditions of the Hosting Provider as may be updated from time to time https://aws.amazon.com/service-terms/#;
Intellectual Property Rights	any and all copyrights, moral rights, related rights, patents, supplemental protection certificates, petty patents, utility models, trademarks, trade names, service marks, design rights, database rights, website rights, semi-conductor topography rights, domain name rights, rights in undisclosed information or Confidential Information, rights in get up, goodwill or to sue for passing off, unfair completion rights, and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world;
Portal	the online portal https://portal.clearooms.com/, which is hosted by the Hosting Provider;
Room Rate	our standard rate per room per month from time to time, the details of which are set out on the Portal;
Subscription Charges	the sums (if any) payable by the Customer for the Subscription Services and calculated in accordance with Condition 9;
We, us, our	Clearooms Limited (Company Number: 12855479);
Users	those employees, agents, independent contractors or other third parties permitted by the Customer or Administrator (by the creation of login credentials) to access and use the Subscription Services (and the term User shall be construed accordingly);
VAT	value added tax chargeable under the Value Added Tax Act 1994 or any other equivalent applicable sales tax in force from time to time;
Virus	any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Year	a period of 12 months commencing on the Start Date or anniversary therefore as the case may require;

2.2 The headings in these Terms & Conditions are for convenience only and shall not affect the interpretation of these Terms & Conditions.

2.3 A reference in these Terms & Conditions to:

2.3.1 a person shall include an individual, company, limited liability partnership, corporate firm, partnership, joint venture, association, trusts or unincorporated bodies and associations (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns; 2.3.2 the singular shall include the plural and vice versa and a reference to one gender shall be a reference to the other gender and matter and vice versa; 2.3.3 a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and such statute or statutory provision shall include any subordinate legalisation made from time to time under that statutory provision; 2.3.4 writing or written excludes fax; 2.3.5 include, including and in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

3. Setting up the Customer Account and the App

3.1 These Terms & Conditions will come into effect at the time the “Accept” button is clicked, confirming the request to set up the Customer Account (Start Date) and will continue until the Customer Account is deactivated in accordance with Condition 14.

3.2 If the App is downloaded onto any device not owned by the Customer, the Customer must have the owner’s permission to do so. The Customer is responsible for complying with these Terms & Conditions, whether or not it owns the device.

3.3 The App requires devices to have an operating system of at least iOS10 (iPhone and iPad) OS5 (for Android devices) in order to operate.

3. The Customer is responsible for providing valid credit or debit card details to us in order to set up and manage the Customer Account (Card Details). The Customer Account cannot be set up without valid Card Details being provided so that any Subscription Charges due can be taken from such payment method in accordance with Condition 9. The Card Details can be updated by the Customer or an Administrator at any time by altering the Card Details stored within the Customer Account settings.

4. 30 Days Free Trial

4.1 We will supply the Subscription Services for free for the first 30 days following the Start Date (Trial Period). If a Customer Account is not deactivated following the expiry of the Free Trial Period, these Terms & Conditions shall continue to apply and any use of the Subscription Services following the expiry of the Trial Period will subject to the payment of Subscription Charges.

5. Use of the Subscription Services

5.1 The provision of the Subscription Services (whether during any Trial Period or thereafter) shall be subject to and in accordance with these Terms & Conditions.

5.2 In consideration of the Customer agreeing to comply with these Terms & Conditions, we grant the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to download, use, view and display the App (and Documentation) for the purpose of booking meeting rooms as part of its business operations only and to use the Portal for the Hot Desk Booking Services.

5.3 We may at our sole discretion update, modify, suspend or discontinue the App and Subscription Services at any time. We may automatically update the App and/or Subscription Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

5.4 The Customer acknowledges that if it or a User chooses not to install such updates or opts out of automatic updates then all or parts of the Subscription Services may not be available.

5.5 As part of the Subscription Services, the Customer may designate one or more Users as Administrators via the account settings located within the Customer Account. The Customer acknowledges that Administrators are able to permit and grant access to the Portal to Users to enable them to utilise the Hot Desk Booking Services.

5.6 The Customer undertakes that it shall, and shall ensure that Users shall:

5.6.1 agree to and sign the Clearooms User Terms [clearooms.com/clearooms-user-terms] before access to the Portal for the Users is granted;

5.6.2 use the Subscription Services in accordance with these Terms & Conditions, and the Clearooms User Terms as applicable and be responsible for it’s or any User’s breach of the same;

5.6.3 keep a secure password for their access to and use of the Portal and that each User shall keep their password confidential; and

5.6.4 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify us.

5.7 The Customer shall not and shall ensure that Users shall not:

5.7.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under the Contract:  (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services 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; or (c) access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or (d) use the Subscription Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this Condition 5;

5.7.2 access, store, distribute or transmit, upload or allow to be uploaded to the Subscription Services, any Viruses, or any material (including Customer Data) that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory; or (c) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability, (d) in a manner that is otherwise illegal or causes damage or injury to any person or property; or (e) violates the Hosting Provider Terms;

5.7.3 access or use the Subscription Services in breach of the Hosting Provider Terms.

5.8 The Portal is hosted by the Hosting Provider and therefore the Subscription Services are also provided subject to the Hosting Provider Terms, which the Customer agrees to comply with in addition to these Terms & Conditions.

5.9 The Customer shall only be entitled to recover losses or damages from us in respect of any Liability Event arising in respect of the Hosting Services or a breach of the Hosting Provider Terms if and to the extent that we have has been able to recover such losses or damages from the Hosting Provider, provided always that such losses and damages shall be subject to the limitations set out in Condition 12.

6. Customer Data and Privacy

6.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2 In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for us to use our reasonable endeavours to attempt to restore the lost or damaged Customer Data from the latest back-up of such Customer Data as may be maintained by the Hosting Provider. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Clearooms Limited to perform services related to Customer Data maintenance and back-up).

6.3 Each party will comply with Clearooms DPA in respect of the processing of any Personal Data (as defined in Clearooms DPA) by Clearooms in connection with these Terms & Conditions, and Clearooms DPA is hereby incorporated by reference.

6.4 Please be aware that internet transmissions are never completely private or secure and that any message or information sent using the App or our Subscription Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

7. Limitations to the App and Subscription Services

7.1 The Customer acknowledges and accepts that:

7.1.1 the Subscription Services are a tool to aid the Customer with managing the meeting rooms or desks which have been allocated to the Subscription Services by the Customer or Administrators within the Customer Account;

7.1.2 the Subscription Services are provided on an “AS IS” and “AS AVAILABLE” basis only and therefore we do not warrant that the Customer’s or a User’s use of the Subscription Services will be uninterrupted or error-free or that the Subscription Services and/or the information obtained by the Customer or a User through the Subscription Services will meet the Customer’s or User’s requirements;

7.1.3 we are 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 therefore the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

7.1.4 the Subscription Services are a tool designed to aid the Customer in managing and organising its work environment and we do not warrant that the use either by the Customer and/or any User of the Subscription Services will ensure the Customer and/or Users compliance with any regulatory, legal, public health or health and safety obligations, and the Customer is solely responsible for its own compliance with such matters and ensuring it operates a safe working environment for Users.

8. Customer’s obligations

8.1 The Customer represents and warrants to Clearooms Limited that it has and shall at all times ensure that it has:

8.1.1 all necessary right, title and interest in the Customer Data; and

8.1.2 all necessary rights, licences, consents, authorisations and permissions necessary in order for Clearooms Limited and its Contractors to perform their obligations under the Contract.

8.2 The Customer shall indemnify and keep us fully indemnified and hold us harmless against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any breach by the Customer or Users of these Terms & Conditions.

8.3 Any obligation or restriction on the Customer under these Terms & Conditions shall, to the extent it also relates to the Users, be deemed to be an obligation on the Customer to procure that the Users shall also undertake such obligation or comply with such restriction (as appropriate).  The Customer shall be responsible for the User’s use of the Subscription Services and shall be liable for the acts and omissions of the Users and for any breach by any User of any provision of these Terms and Conditions.

9. Subscription Charges and Payment

9.1 The Subscription Charges shall be calculated on a monthly basis by multiplying the Room Rate by the number of meeting rooms that the Customer has used the Subscription Services in respect of in that particular month.

9.2 The Customer can amend the number of meeting rooms it requires the Subscription Services for at any time by altering its preferences within the Customer Account.

9.3 Where a meeting room is added to or removed from the Customer Account part way through a month, the Room Rate shall be pro-rated according to the number of days in the month that the Subscription Services have been used in respect of that meeting room.

9.4 The Customer shall pay the Subscription Charges monthly in arrears.  We shall be entitled to take payment of the Subscription Charges due at the end of the month to which the Subscription Charges relate using the Card Details.

9.5 We may increase the Room Rate from time to time and will provide the Customer with 30 days’ notice of such increase.

9.6 Without prejudice to any other rights or remedies we may have, if we are unable to take payment for the Subscription Charges due using the Card Details, we shall:

9.6.1 have the right to disable the Customer’s and Users access to all or part of the Subscription Services and we shall be under no obligation to provide any or all of the Subscription Services while such sums remain unpaid; and 9.6.2 have the right to charge interest on the Subscriptions Charges due, such interest shall accrue on a daily basis at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.7 All sums payable under these Terms & Conditions are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible and shall be payable by the Customer without any set-off or deduction of any other form of withholding unless required by law.

10. Intellectual Property Rights

10.1 The Customer acknowledges and agrees that Clearooms Limited and/or its licensors own all Intellectual Property Rights in the Subscription Services and in particular the App, the Portal and Documentation. Except as expressly stated in these Terms & Conditions, these Terms & Conditions do not grant the Customer or Users any rights to, or in, any Intellectual Property Rights in respect of the Subscription Services, App or Documentation.

11. Confidentiality

11. 1 The Customer acknowledges that details of the Subscription Services and in particular any information contained in the Documentation is our confidential information.  The Customer shall not at any time disclose to any person any of our confidential information except as permitted by Condition 11.2;

11.2 The Customer may disclose our confidential information:

11.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of the Subscription Services, provided the Customer ensures such persons comply with this Condition 11; and 11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 The Customer shall not use our confidential information for any purposes other than to receive the Subscription Services.

12. Limitation of liability

12.1 The following provisions set out our entire financial liability (including any liability for the acts and omissions of our officers, directors, employees, agents and sub-contractors) in respect of:

12.1.1 any breach of our contractual obligations arising under and/or in connection with these Terms & Conditions;

12.1.2 any use made by the Customer, or Users, of the Subscription Services, or any part of them; and

12.1.3 any misrepresentation, misstatement or tortious act or omission (including negligence but excluding any of the same made fraudulently) arising under or in connection with the Contract;

12.1.4 any other provision of these Terms & Conditions; and 12.1.5 any act or omission on our part or our officers, directors, employees, agents or sub-contractors falling within Conditions 12.1 to 12.1.4 (inclusive);

(a Liability Event).

12.2 Notwithstanding anything to the contrary in these Terms & Conditions, nothing in these Terms & Conditions shall limit or exclude our liability:

12.2.1 for death or personal injury resulting from our own negligence or that of our officers, directors, employees, agents or subcontractors;

12.2.2 fraud or fraudulent misrepresentation; or

12.2.3 to the extent that such liability action or exclusion is not permitted by any applicable law.

12.3 Subject to Condition 12.2, our total liability in respect of all Liability Events under or in connection with these Terms & Conditions in any Year shall be limited to damages of an amount equal to 100% of the Subscription Charges that have been paid to us in the immediately preceding Year or in the case of the first year, 100% of the Subscription Charges paid in that Year.

12.4 Subject to Condition 12.2, we shall not be liable to the Customer in respect of any Liability Event for any loss or damage which may be suffered by the Customer (or any person claiming through or under the Customer) whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which falls within the following categories:

12.4.1 loss of profits;

12.4.2 loss of turnover;

12.4.3 loss of anticipated savings;

12.4.4 loss of business opportunity;12.4.5 loss of goodwill;

12.4.6 loss or corruption of data or information;

12.4.7 damage to reputation;

12.4.8 any special, indirect or consequential loss or damage,
provided that this Condition

12.4 shall not prevent any claim for direct financial loss that is not excluded by Conditions 12.4.1 to 12.4.8 (inclusive).

12.5 If a number of Liability Events give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under these Terms & Conditions.

12.6 We shall have no liability to the Customer in respect of any Liability Event unless the Customer has served notice of the same on us within 3 months of the date the Customer became aware or ought to have become aware of the consequences of the Liability Event.

13. Restricting access to the Subscription Services

13.1 We may (at our discretion) deactivate or suspend (for such time as we may consider appropriate) the Customer Account and/or access to all/or part of the Subscription Services at any time if the Customer or the User is in breach of these Terms & Conditions or the Clearooms User Terms (as applicable) and if such breach can be remedied, fails to remedy the same when given a reasonable opportunity to do so.

13.2 We may also suspend the Customer Account and the Subscription Services:

13.2.1 to deal with technical problems, make technical changes or for maintenance; 13.2.2 to update the App, Portal and/or Subscription Services to reflect changes in relevant laws and regulatory requirements.

14. Deactivating the Customer Account

14.1 The Customer Account can only be closed by the Customer or an authorised User adjusting the relevant settings within the Customer Account. If the Customer no longer wishes to have the Customer Account and access to the Subscription Services, it must deactivate the Customer Account upon which access to the Subscription Services and the Customer Account will terminate on one calendar months’ notice from the date of deactivation. Deleting the App from devices will not close or deactivate the Customer Account and the Customer may still be charged Subscription Charges.

14.2 Notwithstanding our rights under Condition 13, we may deactivate the Customer Account which has been inactive for more than three consecutive months (i.e. where no subscription Charges have become due or payable over such period, excluding any Trial Period).

14.3 On the deactivation of the Customer Account:

14.3.1 all licences and rights granted to the Customer under these Terms & Conditions shall immediately cease and the Customer and Users will no longer be able to use the Subscription Services; 14.3.2 the Customer must ensure that the App is deleted from all devices; and 14.3.3 any Subscriptions Charges shall become immediately due and payable in respect of the Subscriptions Services provided prior to the deactivation of the Customer Account.

14.4 Deactivation and closure of the Customer Account shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date the Customer Account was closed, including the right to claim damages in respect of any breach of these Terms & Conditions which existed at or before the date of termination and any provision of these Terms & Conditions that expressly or by implication is intended to come into or continue in force on or after closure of the Customer Account shall remain in full force and effect.

15. Updates

15.1 We may amend or update these Terms & Conditions from time to time to reflect changes in relevant laws, regulatory requirements, best practice or to deal with additional features which we may introduce to our Subscription Services.  We will notify the Customer by email that our Terms & Conditions have been updated and will aim to give 30 days notice of any changes.  The Customer is responsible for reviewing these Terms & Conditions and ensuring it understands the basis upon which we provide our Subscription Services, therefore these Terms & Conditions should be checked regularly.

### 16. General

16.1 Events outside our control.  We shall not be deemed to be in breach of these Terms & Conditions or otherwise liable to the Customer in any manner whatsoever for any failure or delay in performing our obligations under these Terms & Conditions due to any event or circumstance beyond our reasonable control, or which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable;

16.2 Warranties.  Except as expressly set out in these Terms & Conditions, all warranties, conditions terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law.

17. Assignment.

The Customer shall not be entitled to assign, charge or otherwise transfer these Terms & Conditions or any of its rights or obligations under these Terms & Conditions, sub-license the right to use the Subscription Services or hold the benefit of these Terms & Conditions in trust for any other person without our prior written consent.

17.1 Entire Agreement.  These Terms & Conditions and any documents expressly referred to in them contains the entire understanding between us and the Customer and supersede any subsisting agreements, arrangements, understandings, negotiations, discussions or correspondence (written or oral, express or implied) relating to the subject matter of these Terms & Conditions.  The Customer acknowledges that it has not relied on any warranty, representation or undertaking (whether made innocently or negligently) which is not contained in or specifically incorporated into these Terms & Conditions and its only remedy in respect of those representations, statements, assurances or warranties set out in these Terms & Conditions will be for breach of contract, provided always that nothing in this Condition shall exclude or limit our liability for any fraudulent misrepresentation or warranty fraudulently given and upon which the Customer can prove it has placed reliance.

17.2 Third Party rights.  Nothing in these Terms & Conditions shall confer any rights on any third parties whether pursuant to the Contract (Rights of Third Parties) Act 1999 or otherwise.

17.3 Waiver.   A failure, delay or neglect by us to exercise any right or remedy or enforce any of these Terms & Conditions shall be construed or deemed to be a waiver or continuing waiver of our rights or remedies, nor shall it preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

17.4 Severance.  If any provision of these Terms & Conditions becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of these Terms & Conditions.

18. Notices

18.1 If we are providing notice to the Customer, we shall send such notice to the email address registered to the Customer Account.  If the Customer is providing notice to us, in connection with these Terms & Conditions it shall be sent to us via the Customer Account or by email to  info@clearooms.com. 
18.2 Any notice shall be deemed to have been received the next working day.
18.3 This Condition 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. Governing Law and Jurisdiction

19.1 These Terms & Conditions and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law.

19.2 Both we and the Customer irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms & Conditions or their subject matter or formation (including non-contractual disputes or claims).