1. Choice cloud’s license agreement Software

Please read the following terms and conditions and agree to the terms before using Choicecloud downloaded software or hosted software as a service (SaaS). Once you start using the software, it means you accept these terms and conditions contained hereunder, and understand that they will be legally binding on you and Choicecloud Ltd operating as a Choicecloud along with her technical partners listed on our websites. If you do not agree with these terms and conditions, and or do not want them to be binding on you, you should delete the downloaded software from any storage medium that it is stored on or stop your cloud hosted software SaaS subscriptions.

In case of Office365 backup, Remote Access software and RDS security, workstations, VM and/or Physical server backup we work with multiple vendors and equally leverage on Open Source Software like Tsplus, Altaro, and Microsoft Azure storage, Wasabi Hot Cloud storage, Digitalocean, OVHcloud, Nexcloud (not affiliated to them) and Jisti.org, you are legally required to accept the individual vendor’s terms and conditions in the course of providing you the service. In case you disagree with the Vendor’s terms, you MUST inform us and terminate your service immediately. You also agree to use the MFA feature provided in all our solutions to further protect unauthorized access to your data.

2. Ownership

You acknowledge and agree that Vendors (“licensor”) is the Choice cloud’s owner of all rights, title and interest in and to the downloaded Choicecloud software and the computer programs contained therein in machine readable object code form as well as the accompanying user documentation along with all subsequent copies thereof, regardless of the media or form in which they may exist (collectively the “software”). The software is protected by copyright laws and international treaty provisions, and this license agreement does not convey to you any interest in or to the software, digital content, or any accompanying printed materials, but only a limited right of use and limited reproduction which is revocable in accordance with the terms of this license agreement.

Our Software as a licence (Schoolcloud, CRM and Hospitalcloud) are custom developments based on Open-Source codes and are offer free only on our platform; the subscription fees charged are just to cover our hosting and operational expenses. We have your permission, along with our partners as co-administrator access for support and software development purposes on your portals. You are the sole owners of our data store on our cloud platforms during your active subscriptions.

The following conditions apply when your subscription ends/cancels:

Data– Your account stand deleted, and your backed up data is gone forever from our platform School cloud/CRM/Hospital cloud/PBX and Telephony services.

 We might keep your data with choicecloud for 3-6 Months in case you decide to come back.

We are able to transition your cloud services to on-premises/third-party Datacentre with data migration subject to payment of £2,000 excluding the VAT to cover our professional services, in such cases, the end-users will be liable to payment of any future licenses to the relevant third party vendors.

Private Cloud Hosting– Should you decide to come back within 3 – 6 months of the expiration of your subscription, data archiving shall apply. We require 3 Months cancellation notice for Private Cloud ERP/CRM Hosting.

All our online services are sold by Stripe to our Authorized Resellers. All billing and service online purchase and cancellations request are handled directly by Stripe. You are equally bound by their terms and Conditions. All Prices on our websites are exclusion of VAT payable for each country rates.

3. Grant of license

The Licensor hereby grants and you accept a nonexclusive license to use the software in accordance with the terms and conditions of this agreement.

4. No warranties

You acknowledge that the Licensed Application retailer, to the maximum extent permitted by law, has no warranty obligations whatsoever with respect to the Licensed Application.

Choicecloud does not make any express warranty regarding the Licensed Application and disclaims any implied warranty, including any warranty of merchantability, satisfactory quality, or fitness for a particular purpose. Choicecloud will not be liable for any disruption, defects, delays, eavesdropping, message tapping, and or other omissions in any Third-Party Services.

5. Unauthorised Use

If you become aware of unauthorised use of the Licensed Application, you must notify us immediately and ask us to suspend your account. You are responsible for all costs incurred until the Licensed Application is suspended.

6. Remote Desktop/Remote Assistance

The Software contains Remote Desktop and Remote Assistance technologies that enable the Software or applications installed on the Choicecloud server (hereafter referred to as a Host Device) to be accessed remotely from other Devices. You may use the Software’s Remote Desktop feature to access the Host Device from any Device provided you acquire a separate Software license for that Device. When you are using Remote Assistance (or other software, which provides similar functionality for a similar purpose) you may share a Session with other users without any limit on the number of Device connections and without acquiring additional licenses for the Software. For Microsoft and non-Microsoft applications, you should consult the license agreement accompanying the applicable software or contact the applicable licensor to determine whether use of the software with Remote Desktop or Remote Assistance is permitted without an additional license.

7. Reservation of rights

All rights not expressly granted to you by this license agreement are hereby reserved by the Licensor.

8. Demo

The Demo version of the software may only be used for evaluation purposes or for non-commercial use. In case of commercial use, you are required to buy a license of the normal version of Choicecloud software. When you purchased using a trial code, you MUST cancel your subscription before the end of the trial period, otherwise automatic charge applies. In case of our online demo portal, you MUST not provide sensitive personal information as this is publicly available.

9. No disassembly

It is understood and agreed that you shall not copy the program into any machine-readable or printed form except for archival or for backup purposes in accordance with the terms and conditions of this agreement, nor shall you reverse engineer, decompile, disassemble, translate, merge into another computer program, obscure or remove licensor’s copyright notice or otherwise modify the software.

10. Transfer of software

You shall not sub-license, assign, or transfer the license, the software, or any rights under this agreement without the prior written consent of licensor. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void.

11. Telecommunication Services

Our Telephony and PBX services are offered via a range of services provided by independent suppliers globally operating as our telecom carriers. Choicecloud telecommunication services is a UK based hosted services under Choicecloud PBX as a brand name. Irrespective of which country the end users are located, the services are offered as a voice over Internet (VOIP) services from the United Kingdom.

Specific terms and conditions relating to the use of our VOIP services:

All calls originating and terminating via Choicecloud PBX mobile apps, WebRTC, or telephone sets are used for lawful purposes and all calls data records (CDR) are logged and kept indefinitely for billing purposes to meet the requirements of law in the UK for at least 6years even after cancellation of your services.

Restrictions apply to use of VOIP in certain countries, choicecloud is NOT liable if the end users violate or disrespect the local laws, it is the responsibility of the end users to check that VOIP is permitted in the country where our services are being used.

We  offer Mobile Apps with virtual private network (VPN) to keep our services secured and not to circumvents the local laws, the VPN use cases is at user’s discretion.

12. Access to PBX Calling Services

A User can exchange credit for the advertised Services, but sometimes the supply of such Services may be affected by things the supplier cannot control, for example, the weather, interruptions to services from their suppliers and faults in other IT networks. Certain Services may be suspended but we do not have to give notice of such suspension.

Top-up credit may be used to purchase Services provided:

1. they are not used, amongst other things, for anything illegal, indecent or improper.
2. if they are used for telecommunications services, they are not used to make offensive or nuisance calls.
3. all relevant laws, regulations and rules are followed.
4. any User provides information reasonably asked for by PBX Calling from time to time and does not give any false information.
5. all reasonable instructions given to Users are followed; and
6. all sale proceeds relating to the relevant credit top have been received by us.

13. Expiry of the PBX Calling Credit

Each PBX Calling credit top will expire:

• In accordance with the expiry date as set out on the multi-purpose credit top; or
• If no such expiry date is set out on the multi-purpose credit top, not less than 180 days after the date the top was bought:
• No refund will be made in respect of any unused credit left on the top balance at the time it expires.
• For telephony services, calling rates are available at https://choicecloudpbx.com/pbx-calling-card/
• All calls are billed per seconds and include applicable VAT.
• Rates and billing conditions are subject to change without any prior notice; this may be due to circumstances outside our control, such as changes to wholesale prices that we are charged by third party suppliers.
• Different charging rates may apply for calls made to some premium numbers, non-geographical numbers and mobile numbers.
• Certain information may be disclosed to third party such as the network service provider for purposes solely connected with the provision of service via their networks. Where required or requested by law, regulation or legal process, information may be provided to others, such as the Police or relevant Government Authorities.
• Calls received by PBX calling may be monitored or recorded when you contact our customer service.
• When end users delete their accounts from profile tab on our mobile apps, their data and unused credits are wiped and unrecoverably deleted from our platforms. No refund is possible once the account has been deleted.

14. License reinstallation

If you need to reinstall your license on a new server, a rehost is possible if you subscribe to our Annual Support and Updates Services. Then, contact us for more information.

15. Updates and new versions

In the event that updates, or new versions of the software are developed, licensor may, at its discretion, make such updates and new versions available to you upon payment of any required fees. If the software is updated and made available to you, you may use the software update in accordance with the terms and conditions of this license agreement.

16. Terms and termination

This license agreement is effective upon your opening the software package, or its initial use if downloaded or access online in case of SaaS and shall continue for a period of ten (10) years unless terminated earlier in accordance with the terms herein. You may terminate this license agreement at any time by uninstalling the software followed by returning the software and all copies thereof and extracts there from to licensor or cancelling your subscriptions.

17. Suspension of Service

We may suspend or disconnect the Licensed Application when any of the following occur, which may be without warning: –

• the Licensed Application breaks down or needs maintenance.
• you do not, or someone who uses the credit provided to them through your Licensed Application, does not keep to the conditions of this agreement, or any other agreement with us.
• you, or anyone who uses the credit provided to them through your Licensed Application, damages the Licensed Application or puts it at risk, or abuses or threatens our staff.
• Your account is in deficit and any unpaid outstanding invoice/balance over 15days.
• we are required to comply with an order, instruction or request of any government body, any emergency service organisation, or any other person or organisation with the appropriate authority; or
• the Licensed Application is not used for 180 days or such longer period of time as we decide.

18. Cancelling the agreement

We can cancel this agreement immediately if any of the following happens:

• you breach any terms and conditions of the Licensed Application; or
• your service has been suspended or disconnected under section 17 above.
• You can cancel this agreement at any time for any reason and we will action such cancellation within 5 working days.

If this agreement is cancelled your Licensed Application will be disconnected and you will not be able to use the Application.

19. Multiple use

You may not use the software on two or more computers simultaneously for on-premises offline installations. For each computer on which you install the software, you need to purchase a separate license. The license is bound to the computer on which the software is installed. In case you acquire a new computer, you must uninstall the software from the previous computer before using the software on the new computer. In the case of SaaS, you can access the software from unlimited number of devices.

20. Rental of software

You are allowed to use the software on systems rented to your own customers. However, this does not change the rule about Multiple Use; for each (rented) computer on which you install the software, you need to purchase a separate license.

21. Multiple media

You may receive the software in more than one storage medium. You may only use one medium on one single computer. You may not use, copy, transmit, lease, rent, sell, assign or otherwise transfer the other medium to another user or another computer.

22. As is

The program is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Choicecloud does not warrant that the functions contained in the software will meet your requirements or that the operation of the software will be uninterrupted or error free. Some countries do not allow the exclusion of implied warranties, so the above exclusion may not apply to customer in those countries. This warranty gives you specific legal rights, and you may also have other rights that vary from country to country.

23. No unlawful or prohibited use.

As a condition of your use of the software, you will not use the software for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the software in any manner that is a violation of applicable laws. In case you collect sensitive persona data, you MUST seek the consent of the users and comply with the appropriate data protection Laws.

24. Limitations of liability

In no event will choicecloud be liable for any damages, including but not limited to, loss of business, incomes, profits, lost savings, or other special, incidental or consequential damages arising out of the use or inability to use the software even if licensor or its authorized dealer has been advised of the possibility of such damages, or for any claim by any other party. In any event, licensor’s cumulative liability to you or any other third party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement shall not exceed the license fee paid by you to licensor for the license and use of this software for 6 months of active service.. We maintain an Active-Passive Datacentre to keep our cost low; and you accept the risks that in case of acts of War, natural disasters and circumstances beyond our control, we will restore your data to the last 24hours recovery point objective RPO prior to the incidents to our recovery Datacentre. In this case, the Return to Operation objective RTO varies. We have provided options to back up your data in all our software and you MUST have internal procedure to further backup your data.

25. Agreement

This agreement constitutes the entire understanding of the parties relating to the license of the software, and revokes and supersedes all prior agreements, oral or written, between the licensor and you, and is intended as a final expression of the agreement. It shall not be modified or amended except in a writing signed by a representative employee of licensor, and specifically referring to this agreement. This agreement shall take precedence over any other documents that may be in conflict therewith. You hereby acknowledge that you have read these software program license terms and conditions, understand them and agree to be bound by them.

Applicable law

These terms and conditions of use shall be governed by and construed in accordance with the laws of England and subject to the exclusive jurisdiction of English courts located in London, United Kingdom.