Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the Gridfox application (the “Service”) operated by Gridfox Limited (“us”, “we”, or “our”).

Gridfox Limited is incorporated and registered in England and Wales with company number 12557867 with registered office at 33 Park Place, Leeds, England, LS1 2RY.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users of the Service.

By registering for a Gridfox Account you agree to be bound by these Terms. If you do not agree with any part of these Terms then you may not access the Service.

Users & Subscriptions

Access to the Service requires a Gridfox Subscription which is billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or annual basis depending on the subscription plan you select when purchasing a Subscription.

Access to and use of the Services is restricted to the specified number of individual Seats permitted under your Subscription. You agree and acknowledge that a Seat login cannot be shared or used by more than one individual. Should Gridfox discover that your use of the Service violates this restriction, Gridfox reserve the right to charge you and you agree to pay for the overuse.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal by contacting the Gridfox customer support team.

Unless expressly stated otherwise in a separate legally binding agreement, if you received a discount or promotional offer for your Subscription signup, you acknowledge that on renewal of the Subscription the Subscription is charged at the full Subscription cost at the time of renewal.

A valid payment card is required to process the payment for your Subscription. You shall provide Gridfox with accurate and complete billing information. By submitting payment information, you automatically authorise Gridfox Limited to charge all Subscription fees incurred through your Account to any such payment instruments.

Should automatic billing fail to occur for any reason, we may, at our sole discretion, retry to collect and a later and/or suspect or terminate the Account, without notice.

Gridfox may use your Company Names and Logos in case studies, promotional materials, or other write-ups, unless you request otherwise.

Changing the Number of Seats

The number of Seats in your Subscription can be changed at any time during the lifetime of your Subscription. For a monthly Billing Cycle, the new total Seat number is billed on the next renewal payment. For an annual Billing Cycle where the Seat number has increased, a prorated payment for the remaining number of months in the Billing Cycle is taken and the new total Seat number is billed in full on the next renewal payment. For an annual Billing Cycle where the Seat number has decreased, the new total Seat number is billed in full on the next renewal payment.

Free Trial

Gridfox Limited offers a Subscription with a free trial for a limited period of time (“Free Trial”).

At any time and without notice, Gridfox Limited reserves the right to modified the terms and conditions of the Free Trial or cancel the Free Trial offer.

Fee Changes

Gridfox Limited, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Gridfox Limited will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Certain refund requests for Subscription may be considered by Gridfox on a case-by-case basis and granted in sole discretion of Gridfox Limited.

Account

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.

Service Use

You shall not access, store, distribute or transmit any viruses, or any material during the course of use of the Services that is: unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property. Gridfox reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

You shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means, or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.

You shall not access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.

You shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party.

We shall have the right, including without limitation where we, at our sole discretion, believe that you have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to charge additional costs for the Subscription and/or impose additional restrictions on use of the Service.

Intellectual Property

The Customer acknowledges that Gridfox and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, these terms and conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Software or the Documentation. Gridfox do not sell the Software or Documentation to the Customer. Gridfox remain the owners of the Software and Documentation at all times.

You hereby grant to Gridfox an irrevocable, worldwide, royalty-free, non-exclusive licence to use and exploit any rights (including any intellectual property rights) that may exist in any configuration of data models developed by the Customer using the Services during the Subscription Term.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Gridfox Limited.

Gridfox Limited has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that Gridfox Limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. Gridfox may destroy or otherwise dispose of any Customer Data in its possession unless Gridfox receives, no later than ten days after the termination of your account, a written request for the delivery of the most recent backup of data.

If you wish to terminate your account, you may simply discontinue using the Service and request the cancellation of your Subscription.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You shall defend, indemnify and hold harmless Gridfox against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Gridfox’s hosting or Processing of the Customer Data or the Customer’s use of the Services, Software and/or Documentation that is not in accordance with these terms and conditions.

Limitation Of Liability

In no event shall Gridfox Limited, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Gridfox Limited its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Exclusions

Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will Gridfox Limited ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Service, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by Gridfox Limited or any person for whom Gridfox Limited is responsible, and even if Gridfox Limited has been advised of the possibility of such loss or damage being incurred.

Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.

Customer data and data protection

You shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

Controller, Processor, Data Subject, Personal Data, Personal Data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Act 2018.

In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Gridfox shall be for Gridfox to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Gridfox or on its behalf.

Gridfox shall, in providing the Services, comply with its privacy policy available at https://www.Gridfox.com/privacy-and-cookies-policy/, which applies to personal data in respect of which Gridfox is the Controller (for example personal data of users).

Both parties will comply with all applicable requirements of the applicable data protection legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations or rights thereunder.

If Gridfox processes any Personal Data on your behalf when performing its obligations under these terms and conditions, for example in respect of the Customer Data that it is hosting, you are the Controller and Gridfox is the Processor for the purposes of the Data Protection Act 2018. Schedule 1 to these terms and conditions sets out the scope, nature and purpose of processing, the duration of the processing and the types of personal data and categories of data subject.

Without prejudice to the generality of the privacy policy, Gridfox shall, in relation to any Personal Data processed in connection with the performance by Gridfox in respect of which Gridfox is a Processor:

(i) process that personal data only on the documented written instructions of you unless Gridfox is required by applicable law to process personal data. Where Gridfox is relying on applicable law as the basis for processing personal data, Gridfox shall promptly notify you of this before performing the processing required by the applicable law unless the applicable law prohibits Gridfox from so notifying you;

(ii) be permitted to transfer any personal data outside of the United Kingdom provided the transfer is effected by way of a legally enforceable mechanism for transferring personal data permitted under applicable law from time to time;

(iii) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under applicable data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(iv) notify you without undue delay on becoming aware of a Personal Data breach;

(v) at the written direction of you, delete or return personal data and copies thereof to you on termination of the account unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and

(vi) maintain complete and accurate records and information to demonstrate its compliance with data protection and immediately inform you if, in the opinion of Gridfox, an instruction infringes applicable data protection legislation.

Without prejudice to the generality of this section, you must ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Gridfox for the duration and purposes of these terms and conditions so that Gridfox may lawfully use, process and transfer the Personal Data in accordance with these terms and conditions on your behalf.

Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

By accepting these terms and conditions, you consent to Gridfox appointing Microsoft Corporation (and any group company thereof) as a third-party Processor of Personal Data (including Customer Data) under these terms and conditions. Gridfox confirms that it has entered or (as the case may be) will enter with the third-party Processor into a written agreement substantially on that third party’s standard terms of business and in either case which Gridfox confirms reflect and will continue to reflect the requirements of the Data Protection Act 2018.

General

These terms and conditions govern your use of the Service and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between yourself and Gridfox, whether written or oral, relating to its subject matter.

Gridfox may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

These terms and conditions do not confer any rights on any person or party who is not the Customer pursuant to the Contracts (Rights of Third Parties) Act 1999.

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 - Processing, Personal Data and Data Subjects

Types of Data Subject whose Personal Data is Processed

Any personal data provided by the Customer as Controller and hosted by Gridfox as Processor pursuant to the Services

Types of Personal Data Processed

Any personal data provided by the Customer as Controller and hosted by Gridfox as Processor pursuant to the Services

Special Category Personal Data Processed

Any special category personal data provided by the Customer as Controller and hosted by Gridfox as Processor pursuant to the Services

The purpose, nature and subject matter of the Processing

The purpose, nature and subject matter of the Processing of Personal Data by Gridfox, under this Contract, are those Processing operations which are necessary to provide the Services which are referred to in the Contract.

Duration of Processing

The Processing of the Personal Data referred to in this Schedule shall occur throughout the term of this Contract