Terms of Service

1. Who these terms are with

These terms are between you (the customer) and Coffee Cup Solutions Ltd, a company registered in England and Wales under company number 08905462, whose registered office is at Unit 3, Millars Brook, Wokingham, Berkshire RG41 2AD, United Kingdom, VAT number GB185644476. We trade as Coffee Cup Hosting Services. In these terms “we”, “us” and “our” mean that company.

Our services are supplied to businesses and other organisations. They are not offered to consumers, and by ordering you confirm that you are acting in the course of a business.

2. The agreement between us

The agreement between us is made up of the following documents, and where they conflict they take precedence in this order:

1. the signed order form, quotation or statement of work;
2. any service-specific schedule, including the service level agreement;
3. these terms of service;
4. our acceptable use policy and privacy policy.

The commercial detail of your service — what is included, the charges, the minimum term, the notice period, the resource allocation, the support cover hours and the backup retention — is set out in your order form. Nothing on this website forms part of the agreement unless the order form says so.

3. Ordering and acceptance

A quotation is an invitation to order, not an offer. The agreement comes into effect when we accept your order in writing, or when we begin providing the service, whichever happens first. We may decline an order, including where the proposed use would breach our acceptable use policy or where credit checks are unsatisfactory.

Where we have quoted on the basis of information you gave us, and that information turns out to be materially different, we may revise the quotation before work begins and will tell you why.

4. Provision of the services

We will provide the services with reasonable skill and care, in accordance with the agreement and with good industry practice. We will use reasonable endeavours to meet any dates we give for provisioning, migration or delivery, but those dates are estimates and time is not of the essence unless the order form expressly says otherwise.

We may change the technical means by which a service is delivered — hardware, platform, supplier or software version — provided the change does not materially reduce the service. Where a change is likely to affect you, we will give you reasonable notice in accordance with our service level agreement.

4.1 Support

Support for the services we manage is included in the charges, within the cover hours stated in your order form. Work outside the scope of the managed service — development, consultancy, project work, or support for systems we do not host — is chargeable and will be quoted and agreed before it starts, except in an emergency where you have asked us to act immediately.

5. Term, renewal and notice

The service starts on the date set out in the order form and continues for the minimum term stated there. At the end of the minimum term it renews automatically for successive further periods of the same length, unless either party gives written notice not to renew before the end of the current period. The length of the minimum term and the notice period are set out in your order form.

We will remind you in advance of a renewal so that a renewal never comes as a surprise.

6. Charges, invoicing and payment

• Charges are those set out in the order form. All charges are exclusive of VAT, which is added at the prevailing rate.
• Recurring charges are invoiced in advance for the billing period stated in the order form. Usage-based, licence, project and out-of-scope charges are invoiced in arrears.
• Invoices are payable within the payment period stated on the invoice. Our preferred payment method is Direct Debit or bank transfer.
• If you dispute an invoice, tell us in writing before the due date and give your reasons. You must pay the undisputed part on time, and we will deal with the disputed part promptly.
• We may charge statutory interest and compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
• Third-party licensing, domain registration and certificate fees are passed through and may change if the vendor's prices change. We will tell you before that takes effect.

We review our prices annually. Where a price change affects your service, we will give you written notice before the change applies, together with the reasoning. If you do not accept an increase you may give notice to terminate the affected service, to take effect on the date the increase would have taken effect.

7. Your obligations

You agree to:

• use the services in accordance with our acceptable use policy, and make sure anyone you allow to use them does the same;
• give us the access, information, approvals and cooperation we reasonably need to provide the services, including timely responses during migrations and incidents;
• keep your account credentials, API keys and administrative access secure, and tell us promptly if you believe they have been compromised;
• keep the contact details we hold for you up to date, including a route that reaches a responsible person out of hours;
• hold the necessary rights and licences for any content, code or software you place on the services, and for any third-party software you ask us to run;
• comply with applicable law in your use of the services, including data protection law in respect of any personal data you place on them;
• pay for the services on time.

Where you are the controller of personal data processed within the services, we act as your processor. The data processing terms in your service agreement govern that relationship, and our privacy policy explains the distinction.

8. Customer data, backups and restores

As between you and us, you own your data and you retain all rights in it. We claim no ownership over it and will not use it for any purpose other than providing the services, protecting the platform, and complying with the law.

Where backups are included in your service, the schedule, the retention period and the storage location are set out in your order form or service schedule. We test restores as part of our normal operating routine. Backups are a means of recovering from failure and are not a substitute for your own archiving or records management, and no backup regime can guarantee that every change made between backups is recoverable.

On request, and for as long as your account is in good standing, we will provide a copy of your data in a reasonable standard format. We will not hold your data hostage if you decide to leave, and reasonable assistance with an orderly migration away from us is included. Substantial exit project work is chargeable, and will be quoted before it starts.

After termination we will retain and then delete your data in accordance with the timescales in your service agreement. Ask us before termination if you need a final export.

9. Suspension

We may suspend all or part of a service where:

• we are required to do so by law, a regulator, a court, or an upstream supplier;
• we reasonably believe the service is being used in breach of the acceptable use policy;
• there is a security incident, compromise or attack, and suspension is a proportionate step to protect you, other customers or the platform;
• an invoice remains unpaid after we have given you written notice and a reasonable opportunity to pay.

We will give you as much notice as the circumstances reasonably allow, and where the reason is capable of being fixed we will tell you what needs to happen. We will limit the scope and duration of a suspension to what is necessary, and will restore the service once the cause has been resolved. Suspension for a reason attributable to you does not suspend your obligation to pay.

10. Termination

Either party may terminate a service at the end of its current term by giving the notice set out in the order form.

Either party may terminate the agreement or an affected service immediately on written notice if the other:

• commits a material breach that is capable of being remedied and fails to remedy it within a reasonable period after being asked in writing to do so;
• commits a material breach that cannot be remedied;
• becomes insolvent, enters administration or liquidation, has a receiver appointed, or ceases to carry on business.

On termination, all charges accrued up to the termination date, and any committed charges for the remainder of a minimum term where you have terminated early for convenience, become payable. Termination does not affect any right or remedy that has already accrued, and clauses which by their nature should survive termination will do so.

11. Confidentiality

Each party will keep the other's confidential information confidential, will use it only for the purposes of the agreement, and will disclose it only to those of its staff and advisers who need it and who are under equivalent obligations. This does not apply to information that is or becomes public other than by breach, that was already lawfully held, or that must be disclosed by law — in which case the disclosing party will, where lawful, tell the other first.

12. Intellectual property

We retain all intellectual property rights in our platform, tooling, documentation, configuration templates and know-how. You retain all intellectual property rights in your data, your content and your applications. Where we create something specifically for you under a statement of work, ownership is as set out in that statement of work; if it is silent, you receive a non-exclusive licence to use the deliverable for your internal business purposes for as long as you take the related service.

13. Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care and in accordance with the agreement. Except as expressly stated in the agreement, and to the extent permitted by law, all other terms, conditions and warranties implied by statute or common law are excluded.

We do not warrant that the services will be uninterrupted or error free. Our availability commitments, and any remedies for failing to meet them, are set out in the service level agreement and the applicable order form, and those remedies are your sole and exclusive remedy for failure to meet a service level.

14. Liability

Nothing in the agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• loss of profit, revenue, business, contracts or anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data, to the extent it could have been avoided by the other party taking reasonable steps available to it;
• any indirect or consequential loss.

Subject to the paragraphs above, each party's total aggregate liability arising out of or in connection with the agreement is capped at the amount stated in the order form. Where the order form is silent, that cap is the total charges paid and payable by you for the affected service in the twelve months before the event giving rise to the claim.

Neither party is liable for any failure or delay caused by an event outside its reasonable control, provided it tells the other promptly and takes reasonable steps to mitigate the effect.

15. Changes to these terms

We may update these terms to reflect changes in law, regulation, our supply chain or how the services operate. We will give customers written notice of any change that materially affects them before it takes effect. If a change materially disadvantages you and we cannot agree an alternative, you may terminate the affected service on written notice before the change takes effect.

16. General

• Assignment. You may not assign or transfer the agreement without our written consent, which will not be unreasonably withheld. We may assign to a group company or to a buyer of the business.
• Subcontracting. We may use subcontractors and suppliers, and remain responsible for the services they provide on our behalf.
• Entire agreement. The agreement is the whole agreement between us on its subject matter and replaces any earlier discussions, save that nothing excludes liability for fraudulent misrepresentation.
• Waiver and severance. A failure to enforce a right is not a waiver of it. If any provision is held unenforceable, the rest continues in force.
• Third parties. No one other than you and us has any right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.
• Notices. Notices must be in writing and sent to the addresses in the order form, or to us at the address below. Email is acceptable for day-to-day notices; notices of termination or breach must also be sent by post.

17. Governing law and jurisdiction

The agreement, and any dispute or claim arising out of or in connection with it or its subject matter, is governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales. Before starting proceedings, the parties will each escalate the matter to a director and attempt in good faith to resolve it.

18. Contact

Questions about these terms, or about your agreement, can go to hello@coffeecupsolutions.com or 0118 384 2175, or by post to Coffee Cup Solutions Ltd, Unit 3, Millars Brook, Wokingham, Berkshire RG41 2AD, United Kingdom.