EcoOnline Terms of Service

1. About These Terms

1.1 These Terms of Service are a legal agreement between you and the relevant member of the EcoOnline group of companies providing the Services.

1.2 These Terms apply to your access to and use of the Services.

1.3 Unless expressly agreed otherwise in writing, these Terms take precedence over any terms submitted by you.

2. Definitions

2.1 In these Terms:

2.1.1 “Authorised Users” means those employees, contractors and other users authorised by you to access and use the Services.

2.1.2 “Client Data” means data inputted into the Services by you, your Authorised Users or EcoOnline on your behalf, together with data processed or generated as part of the Services.

2.1.3 “Fees” means the fees payable for the Services.

2.1.4 “Services” means the software and related services provided by EcoOnline.

2.1.5 “Subscription Term” means the agreed term for which the Services are provided.

3. Access to the Services

3.1 Subject to payment of the Fees and compliance with these Terms, EcoOnline grants you a non-exclusive, nontransferable, revocable right to allow Authorised Users to access and use the Services during the Subscription Term for your internal business purposes.

3.2 You are responsible for ensuring that all Authorised Users comply with these Terms.

3.3 The rights granted under these Terms are granted to you only and do not extend to any group company unless agreed by EcoOnline in writing.

4. Acceptable Use

4.1 You must not, and must ensure that Authorised Users do not, use the Services to access, store, distribute or transmit any material that:

4.1.1 is unlawful, harmful, threatening, defamatory, abusive, obscene or otherwise offensive;

4.1.2 facilitates unlawful activity or promotes unlawful violence;

4.1.3 is discriminatory;

4.1.4 infringes confidentiality, privacy, intellectual property or other rights;

4.1.5 contains viruses, malware or other harmful code; or

4.1.6 is otherwise capable of causing damage to any person, property, system or network.

4.2 EcoOnline may suspend or disable access to the Services where it reasonably believes that this Clause has been breached.

5. Security

5.1 You must take reasonable steps to prevent unauthorised access to the Services.

5.2 User credentials must be kept confidential and must not be shared.

5.3 You must promptly notify EcoOnline of any suspected unauthorised access, security incident or introduction of malicious code.

5.4 You must maintain an up-to-date list of Authorised Users and remove access promptly when no longer required.

6. Support

6.1 EcoOnline will provide its standard support services during normal business hours.

6.2 EcoOnline may make reasonable changes to its support services provided this does not materially reduce the Services.

6.3 Enhanced support services may be available for additional fees.

7. Client Data

7.1 You retain ownership of your Client Data.

7.2 You are responsible for the legality, accuracy and quality of Client Data.

7.3 EcoOnline may rely on Client Data when providing the Services and is not responsible for verifying its accuracy.

7.4 EcoOnline will maintain backups in accordance with its standard procedures.

7.5 In the event of loss or damage to Client Data, EcoOnline will use reasonable commercial efforts to restore the most recent available backup.

8. Data Protection

8.1 Each party shall comply with applicable data protection laws in connection with the Services.

8.2 Where EcoOnline processes personal data on your behalf in connection with the Services:

8.2.1 you act as the controller and EcoOnline acts as the processor, unless otherwise agreed in writing;

8.2.2 you are responsible for ensuring that you have a lawful basis for the collection, use and processing of personal data through the Services; and

8.2.3 EcoOnline shall process personal data only for the purpose of providing the Services and in accordance with your documented instructions, unless otherwise required by applicable law.

8.3 EcoOnline shall:

8.3.1 ensure that access to personal data is limited to personnel, contractors and service providers who require access to perform the Services and who are subject to appropriate confidentiality obligations;

8.3.2 implement and maintain appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

8.3.3 maintain records of its processing activities as required by applicable data protection laws;

8.3.4 notify you without undue delay after becoming aware of a personal data breach affecting personal data processed on your behalf;

8.3.5 provide reasonable assistance to enable you to comply with your obligations relating to data subject rights requests, personal data breaches, data protection impact assessments and consultations with supervisory authorities, to the extent required by applicable law;

8.3.6 make available information reasonably necessary to demonstrate compliance with this Clause 8; and

8.3.7 notify you if, in EcoOnline’s reasonable opinion, any instruction from you infringes applicable data protection laws.

8.4 You authorise EcoOnline to engage subprocessors in connection with the provision of the Services. EcoOnline shall ensure that any subprocessor is bound by written obligations that provide an appropriate level of protection for personal data.

8.5 Where personal data is transferred outside the United Kingdom, European Economic Area or other jurisdiction from which the transfer originates, EcoOnline shall ensure that appropriate safeguards are in place as required by applicable data protection laws.

8.6 Upon termination or expiry of the Services and at your written request, EcoOnline shall, subject to applicable law and its standard retention practices:

8.6.1 at an additional cost based on EcoOnline’s then standard rates, return your personal data to you; or

8.6.2 securely delete your personal data.

8.7 Nothing in this Clause 8 requires EcoOnline to delete data that it is required to retain by law or for legitimate legal, regulatory, tax, accounting, security or compliance purposes.

8.8 EcoOnline may generate and use anonymised, aggregated or de-identified information derived from the use of the Services, provided that such information does not identify you or any individual, for the purposes of operating, improving, developing and supporting its products and services and for other legitimate business purposes.

8.9 To the extent required by applicable data protection laws, the parties agree that:

8.9.1 the subject matter of the processing is the provision of the Services;

8.9.2 the duration of the processing is the Subscription Term together with any period during which EcoOnline is required to retain personal data in accordance with applicable law or these Terms;

8.9.3 the nature and purpose of the processing is the provision, maintenance, support, security and improvement of the Services;

8.9.4 the categories of data subjects may include your employees, contractors, customers, suppliers and other authorised users of the Services; and

8.9.5 the categories of personal data may include contact details, account information, usage information, records and documentation uploaded to the Services, location data and any other personal data submitted by or on behalf of you through the Services.

9. Changes to the Services

9.1 EcoOnline may modify the Services where required by law, security requirements or operational necessity.

9.2 EcoOnline may also make changes that do not materially reduce the overall functionality of the Services.

10. EcoOnline’s Obligations

10.1 EcoOnline shall provide the Services with reasonable skill and care.

10.2 If the Services fail to meet this standard, EcoOnline shall use reasonable efforts to correct the issue or provide an alternative solution.

10.3 EcoOnline does not warrant that the Services will be uninterrupted, error-free or meet all of your requirements.

10.4 EcoOnline may undertake maintenance and emergency work from time to time.

11. Your Obligations

11.1 You must:

11.1.1 provide EcoOnline with all necessary co-operation, access and information required to provide the Services;

11.1.2 ensure that all information provided to EcoOnline is accurate, legitimate and does not infringe any third-party rights;

11.1.3 comply with all applicable laws and regulations in relation to your use of the Services;

11.1.4 ensure that Authorised Users use the Services in accordance with these Terms;

11.1.5 obtain and maintain all licences, consents and permissions required for EcoOnline to provide the Services; and

11.1.6 be responsible for your own network connections, telecommunications links and internet access.

11.2 You acknowledge that the Services do not remove or replace any legal, regulatory, statutory or other obligation that applies to you.

11.3 EcoOnline is not responsible for delays, errors or problems caused by your acts or omissions, or the acts or omissions of your agents, employees, contractors or Authorised Users.

12. Intellectual Property

12.1 EcoOnline owns and retains all intellectual property rights in the Services and any materials created by or on behalf of EcoOnline.

12.2 You must not copy, modify, reverse engineer, decompile, distribute or create derivative works from the Services except as permitted by law.

12.3 You must not remove, circumvent or interfere with any security or technical protections in the Services.

12.4 Except as expressly set out in these Terms, no intellectual property rights are granted to you.

13. Suspension and Termination

13.1 EcoOnline may suspend access to the Services where:

13.1.1 Fees remain unpaid;

13.1.2 you breach these Terms; or

13.1.3 suspension is reasonably required for security, legal or operational reasons.

13.2 EcoOnline may terminate the Services if the applicable subscription ends or where your breach cannot be remedied or remains unremedied following notice.

13.3 Upon termination, your right to access and use the Services will immediately cease.

13.4 Termination does not affect any accrued rights, remedies, obligations or liabilities.

14. Intellectual Property Claims

14.1 EcoOnline shall defend and indemnify you against any third-party claim that the Services infringe intellectual property rights, provided that you:

14.1.1 promptly notify EcoOnline of the claim;

14.1.2 provide reasonable co-operation; and

14.1.3 allow EcoOnline sole conduct of the defence and settlement.

14.2 EcoOnline shall have no liability for claims arising from:

14.2.1 your use of the Services in breach of these Terms;

14.2.2 modifications not made by EcoOnline; or

14.2.3 Client Data or materials provided by you.

14.3 EcoOnline may modify, replace or terminate the affected Services as its sole obligation in connection with any such claim.

15. Limitation of Liability

15.1 Nothing in these Terms limits or excludes liability for:

15.1.1 death or personal injury caused by negligence;

15.1.2 fraud or fraudulent misrepresentation; or

15.1.3 any liability that cannot legally be limited or excluded.

15.2 Subject to Clause 15.1, EcoOnline shall not be liable for any indirect, consequential or special loss, loss of profits, loss of business, loss of goodwill, loss of anticipated savings or loss of data.

15.3 Subject to Clause 15.1, EcoOnline’s total aggregate liability arising out of or in connection with the Services shall not exceed the Fees paid by you during the twelve months preceding the event giving rise to the claim.

15.4 The aggregate liability cap in Clause 15.3 shall not apply to EcoOnline’s liability under Clause 14 (Intellectual Property Claims) or for breach of applicable data protection laws, for which EcoOnline’s total aggregate liability shall not exceed three times the Fees paid by you during the twelve months preceding the event giving rise to the claim.

15.5 The Services are provided on an “as is” basis except as expressly stated in these Terms.

16. Changes to these Terms

16.1 EcoOnline may update these Terms from time to time.

16.2 Where we make material changes, we will publish the updated Terms on our website and update the effective date.

16.3 By continuing to access or use the Services after the effective date of the updated Terms, you agree to be bound by the revised Terms.

16.4 If you do not agree to any revised Terms, you must stop using the Services before the revised Terms take effect.

17. Governing Law and Jurisdiction

17.1 These Terms and any dispute arising from them are governed by the laws of England and Wales.

17.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

18. General

18.1 EcoOnline may monitor use of the Services where required by law or reasonably necessary to protect its rights or interests.

18.2 You may use information or deliverables supplied by EcoOnline only for your internal business purposes and during the Subscription Term.

18.3 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.4 EcoOnline’s failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.