Terms of Service
1 Introduction #
1.1 - The Cronofy API and any other features, content or applications offered from time to time by us (Cronofy Services) are owned and operated by Cronofy Limited (trading as Cronofy). References to we, us, our and Cronofy are to Cronofy Limited. References to you, your, and Developer are to you.
1.3 - We reserve the right to modify these Terms at any time and the version that will apply from time to time will be the version that is current and displayed on our website so please ensure that you check this page periodically for any updates. These Terms were last updated on 14 June 2016.
1.4 - If you wish to contact us for any reason, including to make a complaint, please use the contact details provided below.
2 The Cronofy Services #
2.1 - The Cronofy Services are designed to enable Developers to integrate third party calendar solutions (Solutions) with Cronofy and allow Developer Clients and their End Users to synchronise relevant calendars and improve user experience and time management.
2.2 - We may update or modify the Cronofy Services from time to time in our sole discretion.
2.3 - It is your responsibility to: (i) procure any authorisations from Developer Clients or End Users so as to enable your Solutions to be integrated with Cronofy; and (ii) procure that End Users agree to our End User Terms and Conditions prior to using the Cronofy Services.
2.4 - You acknowledge that, in providing access to the Cronofy Services, Cronofy will simply be passing information received from Developers to Developer Clients and End Users or vice versa. Cronofy shall have no responsibility for verifying or checking the accuracy or completeness of that information. Cronofy’s only obligation to you in respect of that information is to ensure that the relevant information is relayed to the same level of accuracy as received from you, Developer Clients or End Users, as applicable.
3 Acceptable Use Policy #
3.1 - It is your responsibility to ensure that your computer system meets the necessary requirements to use the Cronofy Services, and to procure that your Developer Clients’ computer systems meet the necessary requirements to enable End Users to access the Cronofy Services. Cronofy takes no responsibility for your inability to use the Cronofy Services or provide access to the Cronofy Services owing to your system’s incapability, or for the inability of Developer Clients or End Users to access the Cronofy Services, as applicable, owing to their systems’ incapabilities.
3.2 - When using the Cronofy Services and providing access to the same by Developer Clients and/or End Users, you agree not to:
3.2.1 - breach any applicable law, regulation or code of conduct or infringe the rights (including intellectual property rights) of any person;
3.2.2 - impersonate any other person;
3.2.3 - damage, interfere with or disrupt the Cronofy Services in any way;
3.2.4 - knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware of the Cronofy Services;
3.2.5 - decrypt, extract, reverse engineer or decompile the Cronofy Services;
3.2.6 - include any portion of the Cronofy Services in any other software program, other than as envisaged and permitted under these Terms;
3.2.7 - develop methods to enable unauthorised parties to use and/or access the Cronofy Services;
3.2.8 - use the Cronofy Services in a way that may damage our reputation;
3.2.9 - use the Cronofy Services in any manner to compete with Cronofy or build products or services that compete with the Cronofy Services;
3.2.10 - remove any identification or notices of any proprietary or copyright restrictions from the Cronofy Services or any associated materials; or
3.2.11 - publish or send any information which:
184.108.40.206 - is defamatory, threatening, harassing, invasive of privacy, offensive, racist, discriminatory, obscene, pornographic, misleading abusive or deceptive or involves phishing, scamming or similar;
220.127.116.11 - constitutes unauthorised or unsolicited advertising, junk or bulk email (spamming); or
18.104.22.168 - involves commercial activities and/or sales without our prior written consent.
3.3 - You accept (and shall procure that Developer Clients and Users accept) that we may remove any material from the Cronofy Services which breaches clause 3.2.11, or any similar material, in our discretion.
4 Your Account #
4.1 - In order to be able to use the Cronofy Services, you must first register to set up a developer account with us (Account) by completing the sign-up form on our website.
4.2 - In order to be eligible to sign up for an Account, you must:
4.2.1 - be 18 years or older;
4.2.2 - be legally capable of entering into binding contracts; and
4.2.3 - be able to provide us with the following information:
22.214.171.124 - your full name; and
126.96.36.199 - a valid and current email address.
4.3 - You agree to disclose true and complete information during the Account registration process, and to update your information promptly in the event that it changes.
4.4 - We reserve the right to refuse anyone an Account or terminate anyone’s Account at any time at our sole discretion without giving a reason.
4.5 - It is your duty to keep your Account safe and secure. Please do not share the password to your Account with anyone and always ensure you log off when not using the Cronofy Services and ensure that all devices which you use to access the Cronofy Services are securely locked when not in your possession. We will not be liable for any loss or damage whatsoever resulting from the disclosure, howsoever caused, of your password contrary to these Terms. You may not use another person’s Account without the Account holder’s express permission. Accounts are non-transferable.
4.6 - You must notify us as soon as possible of any unauthorised use of your password or Account or any other breach of security.
5 Payment and Cancellation #
5.1 - We operate various subscription plans, including free and chargeable plans, and monthly and annual subscription options for each of the chargeable plans.
5.2 - Should you elect to subscribe to a chargeable subscription plan, you agree to pay the applicable subscription fees (Fees). You will be asked to complete certain payment information at sign-up. Once we have received the first instalment of the Fees (the Start Date), you will be able to use the Cronofy Services and provide access to the Cronofy Services for the applicable number of Developer Clients and/or End Users, as applicable.
5.3 - Any failure to pay the Fees will result in termination of your access to the applicable subscription plan, and use of the Cronofy Services will be restricted to the number of Developer Clients and/or End Users (as applicable) provided on the free subscription plan.
5.4 - If you have elected to subscribe on a monthly basis, you may cancel your subscription at any time after the end of the first month by providing us with at least 30 days’ notice prior to the expiry of the applicable month by emailing us at email@example.com. If you have elected to subscribe on an annual basis, you may cancel your subscription on any anniversary of the Start Date by providing us with at least 30 days’ notice prior to the applicable anniversary of the Start Date by emailing us at firstname.lastname@example.org, otherwise the subscription will automatically roll over for an additional subscription period of one year.
5.5 - Your subscription, including the payment of any Fees (monthly or annually, as applicable), will continue until cancelled by you as described above, or alternatively until terminated by us as described in clause 6 below.
5.6 - The price of the Fees is as quoted on our website from time to time and excludes VAT. We reserve the right to change the price of the Fees at any time. If you do not accept the new Fees, you should cancel your subscription.
6 Termination #
6.1 - We may, in our sole discretion, terminate your password, Account (or any part thereof), use of the Cronofy Services or access to the Cronofy Services by you, your Developer Clients and/or any End Users without notice if you (or they) are in breach of these Terms or if we believe in our absolute discretion that your (or their) use of the Cronofy Services or access to the Cronofy Services is unsuitable in any way.
6.2 - Upon termination by us for any reason referred to above all rights granted to you under these Terms shall cease and you must immediately cease all use of the Cronofy Services and access to the Cronofy Services.
7 Intellectual Property Rights #
7.1 - All intellectual property rights in or relating to the Cronofy Services (including text, graphics, audiovisual content, trade marks, logos, layout, structure and software) are owned by us or our licensors. You agree that you will not reproduce, distribute, copy or publicly display any content which is not your own content, except to the extent required for your use of the Cronofy Services in accordance with these Terms.
7.2 - Cronofy’s name, logo, trade marks and other branding are valuable assets (Brand Assets). Any use by you of the Brand Assets must be made in accordance with our branding guidelines published on our website] and all goodwill in such use will inure to the benefit of Cronofy.
7.3 - In respect of your Solutions and any technology you use in connection with the Cronofy API and content you, Developer Clients or End Users upload to the Cronofy Services (your IP), you grant us (and shall procure that your licensors, Developer Clients and End Users grant us) permission (a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence) to use your IP in connection with the operation of the Cronofy Services.
7.4 - You represent and warrant that you have all rights, power and authority necessary to grant the licence under clause 7.3, and that all your IP: (a) complies with all applicable laws and regulations; and (b) does not infringe the rights of any third party. You acknowledge and agree that you are liable for all of your IP, in whatever form.
7.5 - Where the Cronofy Services contain links to third party websites and/or resources, these links are provided for your information only. We have no control over the contents of those external websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
8 Service Levels #
8.1 - We endeavour to provide the Cronofy Services, including access to them via our Cronofy API, in accordance with the service levels set out in our SLA. If we fail to attain the requisite Monthly Uptime Percentage as provided for in the SLA, we will pay Service Credits to you in accordance with the SLA.
8.2 - Any Service Credits payable by us to you are subject to the exclusions and limitations listed in the SLA.
8.3 - You understand and agree (and shall procure that Developer Clients and End Users understand and agree) that the Cronofy Services are not intended to support or carry emergency or time-critical emails or communications to any providers of emergency services, and Cronofy accepts no liability in respect of such emergency communications.
9 Our Liability #
9.1 Without prejudice to clause 8, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your:
9.1.1 - use of, or inability to use, the Cronofy Services;
9.1.2 - access to, or inability to access, the Cronofy Services; or
9.1.3 - use of or reliance on any content displayed on or via the Cronofy Services.
9.2 - Subject to clause 9.3, if we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen. In any event, our liability to you shall not exceed one hundred pounds sterling (£100).
9.3 - Our liability in respect of matters governed by the SLA (including failure to attain the requisite Monthly Uptime Percentage) shall be limited to Service Credits under the SLA.
9.4 - To the extent permissible by law, you and we exclude all terms, whether imposed by statute or otherwise, that are not expressly stated in these Terms.
9.5 - We will not be liable to you for any failure or delay in performing any obligation under these Terms where such failure or delay arises from any cause beyond our reasonable control.
9.6 - We will not be liable to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.7 - We recommend and advise that you maintain (and procure that Developer Clients and End Users maintain) adequate back-up copies of any content uploaded to the Cronofy Services and exercise caution in uploading content of a confidential nature.
9.8 - Nothing in these Terms shall exclude any liability for death or personal injury caused by our negligence, liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded under applicable law.
10 Indemnity #
10.1 - You agree to indemnify us against all losses, liabilities, damages, costs and expenses and all claims, actions, suits or proceedings arising out of:
10.1.1 - any misrepresentation, act or omission made by you in connection with your use of the Cronofy Services;
10.1.2 - any non-compliance with these Terms; and
10.1.3 - any claims brought by third parties arising from or in connection with your use of the Cronofy Services.
11 General #
11.1 - These Terms are non-exclusive, and you acknowledge that Cronofy may develop products or services that compete with your Solutions.
11.2 - We may assign, sub-contract and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any company, firm or person. We may only do this if it does not affect your rights under these Terms. You may not assign, sub-contract and/or otherwise transfer your rights or obligations under these Terms to anyone else except with our written consent.
11.3 - If any of these Terms, including any part of any term, is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms or the relevant part thereof shall remain in full force and effect.
11.4 - No failure or delay by us to exercise or enforce any right or provision in these Terms will constitute a waiver of such right or provision.
11.5 - Cronofy shall not be in breach of these Terms, nor shall we be liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.
11.6 - Except as expressly stated in these Terms, nothing in these Terms is intended to confer any rights, remedies or benefits upon any person other than you and us.
11.7 - These Terms set out the entire agreement between you and us and supersede any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law.
11.8 - Subject to clause 9.7, you confirm that you have not been induced to enter into a contract on these Terms by any prior representations, whether written or oral, except as specifically reproduced in these Terms and you hereby waive any claim for breach of any such representations which are not specifically reproduced in these Terms.
11.9 - In these Terms the use of the word “including” shall not limit any preceding category.
11.10 - These Terms are governed by and interpreted in accordance with the laws of England and Wales. If we or you choose to bring proceedings in connection with these Terms, we or you must do so in the courts of England and Wales, or the courts of the jurisdiction you live in.
12 Company and Contact Information #
- Company Name: Cronofy Limited
- Incorporated in: England and Wales
- Company registration number: 07878590
- Registered Office Address: 9a Beck Street, Nottingham, NG1 1EQ, UK
- Contact Address: 9a Beck Street, Nottingham, NG1 1EQ, UK
- Email: email@example.com