Terms & conditions

Terms and Conditions

This agreement, which is made between Scuflo Limited registered in England  of 1A East Bridgford Business Park, Nottingham, UK, NG13 8PJ (trading as DocuPing) and Customer (as defined hereafter), incorporates and is subject to these terms and conditions, as may be updated from time to time by Scuflo.

1.     Interpretation

1.1  Capitalised terms used in these terms and conditions shall have the meanings set out below:-

“Agreement” means the contract formed between Scuflo and Customer in accordance with clause 2, or by such other means as may be agreed between the Parties, and incorporating these Terms;

“Authorised Users” those employees, agents and independent contractors of Customer who are authorised by Customer to use the Services and the Documentation;

“Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are usually open for business;

“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14;

 “Content” means documents (including an alternative version of a document), together with any other materials such as, but not limited to, emails, videos, drawings, models and geospatial data uploaded to a Project Area;

“Customer” refers to Scuflo’s counterparty as determined in accordance with clause 2;

“Customer Data” the data, together with all Content, inputted or uploaded by Customer, Authorised Users, or Scuflo on Customer’s behalf for the purpose of using the Services or facilitating use of the Services by Customer or Authorised Users;

“Customer’s Payment Account” has the meaning set out at clause 4.2;

“Data Protection Legislation” has the meaning given to it in clause 8;

“Documentation” the document(s) made available to Customer by Scuflo online via app.docuping.com or such other web address notified by Scuflo to Customer from time to time which sets out a description of the Services and Software and the user instructions for the Services;

“Insolvency Event” each and any of the following in relation to a Party: (a) any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to: (i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a Party; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of a Party or any of its assets; (iii) the enforcement of any security over any assets of a Party; or (iv) the attachment, sequestration, distraining upon or execution over or affecting any material asset of a Party, which in any case is not withdrawn or dismissed as soon as reasonably practicable; (b) the Party is unable to pay its debts as they fall due or is insolvent, or the other Party perceives (acting reasonably) that to be the case; or (c) the Party enters into a composition or arrangement with any creditor, or its creditors or any class of them;

“Initial Subscription Term” the period of one (1) calendar month immediately following the Subscription Date;

“Intellectual Property Rights” any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill;

“Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day;

“Party” means either Scuflo or Customer and “Parties” means both Scuflo and Customer;

“Project Area” means an area created by Scuflo within the Services for use by Customer and any other Project Users in relation to a specific project that they are involved with;

“Project Users” means Customer and any other users whom have access to Content within the Project Area;

“Registration Form” the online registration form for the Services set out at www.docuping.com to be completed and submitted to Scuflo by Customer;

“Renewal Period” the period described in clause 18.1;

“Scuflo” refers to Scuflo Ltd a company registered in England and Wales (company number 13233293) with a registered office address at 1A East Bridgford Business Park, East Bridgford, NG13 8PJ;

“Services” the provision of the Software by Scuflo to Customer under the Agreement via app.docuping.com or any other website notified to Customer by Scuflo from time to time, as more particularly described in the Documentation;

“Software” a web based collaboration tool that enables users to upload, share, view and download Content using a Project Area, as more particularly described in the Documentation, together with any other online software applications provided by Scuflo as part of the Services;

“Subscription Date” has the meaning set out at clause 6.2;

“Subscription Fees” the subscription fees payable by Customer to Scuflo for the Services during the Subscription Term, as published by Scuflo at on the Website from time to time, and as calculated in accordance with clause 12 of these Terms;

“Subscription Term” has the meaning given in clause 18.1 (being the Initial Subscription Term together with any subsequent Renewal Periods);

“Support Services” means the technical support, software updates and enhancements provided by Scuflo post launch of the Software with Customer;

“Terms” these terms and conditions, as may be updated or amended from time to time by Scuflo;

“Third Party Service” means any services of a third party which are procured by Scuflo in relation to the Services;

“Third Party Payment Service” shall mean a third party service that enables payments to be made by Customer for the Services;

“Third Party Payment Service T&Cs” shall mean the Third Party Payment Service’s terms and conditions that are applicable to the Customer’s Payment Account;

“Trial Period” has the meaning set out at clause 5.1

“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and

“Website” means the following websites: www.docuping.com and app.docuping.com and all associated web pages and content of each, excluding any part of the Services or the Registration Form.

1.2      In these Terms, unless the context otherwise requires:

1.2.1    the Appendix forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

Any reference to this Agreement includes the Appendix;

1.2.2   each gender includes the others and the singular includes the plural and vice versa;

1.2.3   references to clauses are to conditions of these Terms;

1.2.4   general words are not limited by example;

1.2.5   the terms “include(s)” or “including” shall be construed without limitation as to the generality of the preceding words;

1.2.6   references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.2.7    the headings are for convenience only and shall not affect the interpretation of the Agreement;

1.2.8    references to legislation:

1.2.8.1  include any secondary or subordinate legislation made under or pursuant to that legislation; and

1.2.8.2  exclude any re-enactment or modification of that legislation made on or after the date of the Agreement to the extent they make either Party’s obligations more onerous; and

1.2.8.3  writing includes manuscript, telexes, facsimiles, e-mails, electronic communications delivered by the Services or Software and other permanent forms.

2.     Agreement

By notifying Scuflo in writing of its acceptance of these Terms, Customer makes an offer to Scuflo in respect of the Services which Scuflo make generally available, which, if Scuflo notifies Customer it has accepted such offer, will constitute a binding Agreement.

3.    Services

3.1  Subject to the terms of the Agreement, and payment of the Subscription Fees by Customer, Scuflo shall provide the Services and make available the Documentation to Customer in accordance with the terms of the Agreement.

3.2  Scuflo shall use commercially reasonable endeavours to ensure that access to the Services of Customer and Authorised Users is not interrupted by any event within Scuflo’s control, and to make the Services available 24 hours a day, seven days a week, except for:

3.2.1.1  planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

3.2.1.2  unscheduled maintenance performed outside Normal Business Hours, provided that Scuflo has used reasonable endeavours to give Customer at least two (2) Normal Business Hours’ notice in advance.

3.3  Scuflo will, as part of the Services and at no additional cost to Customer, provide Customer with Scuflo’s standard customer support services in accordance with Scuflo’s support policies as detailed in the Appendix and as published on the Website at the time that the Services are provided. Scuflo may amend such policies in its sole and absolute discretion from time to time.

4.     Registration Information

4.1  In registering for the Services, on either a trial basis (in accordance with clause 5) or a subscription basis (in accordance with clause 6), Customer agrees to provide accurate and up to date information as required to complete the Registration Form or as otherwise required by Scuflo, and to keep Scuflo informed of any changes to this information.

4.2  Customer hereby acknowledges and agrees that, by entering its information onto the Registration Form in accordance with clause 4.1:

4.2.1  Customer authorises Scuflo to create on its behalf an account with a Third Party Payment Service (“Customer’s Payment Account”); and

4.2.2 Upon creation of Customer’s Payment Account, Customer will have entered into a separate contract with the Third Party Payment Service in respect of the use of the Customer’s Payment Account which shall be subject to the Third Party Payment Service T&Cs .

4.3 Customer hereby acknowledges and agrees that:

4.3.1 Scuflo shall have no liability whatsoever in relation to Customer’s Payment Account; and

4.3.2 Customer shall be responsible for the use of, and termination of, Customer’s Payment Account.

5.     Trial Period

5.1  Subject always to Scuflo’s discretion, Customer may be entitled to register for the Services on a trial basis for a period of one (1) calendar month from the date on 8.5 which Scuflo notifies Customer by email as having accepted the Registration Form (the “Trial Period”). In order to qualify for a Trial Period, Customer will need to complete the Registration Form. Customer shall be entitled to a maximum of one (1) Trial Period.

5.2  These Terms shall apply to the provision of the Services during the Trial Period in the same way as they would apply during the Subscription Term. In consideration for the grant of the Trial Period, Customer agrees to be bound by these Terms for the duration of the Trial Period.

5.3  If Customer wishes to cancel its registration prior to the expiry of the Trial Period, Customer must provide notice in writing to Scuflo at subscriptions@docuping.com.

6.     Subscription

6.1  Subject to the expiry of a Trial Period to which Customer may be entitled in accordance with clause 5, the first time that Customer attempts to access the Services, or such earlier time on written request from Scuflo, Customer shall be required to provide to Scuflo valid up-to-date and complete payment details in such form as Scuflo may require.

6.2  Customer shall not be entitled to access the Services until the date on which it provides acceptable payment details in accordance with clause 6.1 (the “Subscription Date”).

6.3  Customer’s Payment Account shall be used for payment of the Subscription Fees for the Initial Subscription Term and any subsequent Renewal Period.

6.4  If Customer fails to provide acceptable payment details in accordance with clause 6.1 and 6.2 within twenty eight (28) days of the expiry of a Trial Period, Scuflo may at its sole discretion cancel Customer’s registered account. If Customer wishes to reactivate its account within the three (3) months following expiry of the Trial Period, Scuflo may at its sole discretion reactivate Customer’s account on written request.

7.     Customer Data

7.1  Customer:

7.1.1 owns all right(s), title and interest in and to all of the Customer Data, to the extent that such right(s), title and interest in certain Content are not already owned by other Project Users, or any other third parties; 

7.1.2 shall have sole responsibility for and liability in respect of the legality, reliability, integrity, accuracy and quality of the Customer Data, including but not limited to ensuring all Content that it uploads is accurately and correctly labelled and is the correct version; and

7.1.3 shall only upload and/or store Content to the Project Area which is necessary and/or relevant for use by the Project Users, particularly in the case of large files such as videos. 

7.2 Scuflo:

7.2.1 shall not be liable for any use, access, downloading, sharing, modification or deletion by other Project Users (or other third parties with whom they have shared Content), of Content uploaded by Customer, or uploaded at Customer’s direction; and

7.2.2 reserves the right to either remove Content uploaded and/or stored by Customer in contravention of clause 7.1.3, and/or suspend Customer’s ability to upload of any further Content until Customer has removed such contravening Content.

7.3 Customer shall maintain procedures to facilitate reconstruction of any lost Customer Data and is responsible for carrying out all necessary back up procedures for its own benefit to ensure that Customer Data integrity is maintained in the event of loss of Customer Data for any reason. Customer agrees that Scuflo will not be liable under any circumstances for any consequences arising from lost or corrupted Customer Data which would not have been lost if such procedures had been maintained.

7.4 Without prejudice to clause 7.3, Scuflo will use its reasonable endeavours to ensure that Customer Data is maintained securely and backed up in accordance with paragraph 3 of the Appendix from time to time during the term of the Agreement. In the event of any loss or damage to Customer Data, Customer’s sole and exclusive remedy with respect to Scuflo shall be that Scuflo uses reasonable endeavours to restore the lost or damaged Customer Data from the latest available back up of such data that Scuflo maintains. As further detailed in paragraph 3 of the Appendix, Scuflo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Scuflo to perform services related to data maintenance and back-up).

7.5 Where Customer Data has been deleted or removed by Customer, or by Scuflo in accordance with Customer’s instructions, it shall be at Scuflo’s absolute discretion as to whether it will provide any service for the recovery of this Customer Data and what the charge for such service would be.

8.     Data Protection

The following definitions are used in this clause 8:

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation:

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Provider is subject, which relates to the protection of personal data.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EU Law: the law of the European Union or any member state of the European Union.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

8.1  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

8.2  The parties acknowledge that for the purposes of the Data Protection Legislation, Customer is the Controller and Scuflo is the Processor. The Appendix sets out the scope, nature and purpose of processing by Scuflo, the duration of the processing and the types of personal Data and categories of Data Subject.

8.3  Without prejudice to the generality of clause 8.1, Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Scuflo and/or lawful collection of the Personal Data by Scuflo on behalf of Customer for the duration and purposes of this agreement.

8.4  Without prejudice to the generality of clause 1.1, Scuflo shall, in relation to any Personal Data processed in connection with the performance by Scuflo of its obligations under this agreement:

8.4.1 process that Personal Data only on the instructions of Customer unless Scuflo is required by Domestic Law to otherwise process that Personal Data. Where Scuflo is relying on Domestic Law or EU Law as the basis for processing Personal Data, Scuflo shall promptly notify Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits Scuflo from so notifying Customer;

8.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Customer, 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

8.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

8.4.4 not transfer any Personal Data outside of the UK or EEA unless the prior written consent of Customer has been obtained and the following conditions are fulfilled:

8.4.4.1 Customer or Scuflo has provided appropriate safeguards in relation to the transfer;

8.4.4.2 the data subject has enforceable rights and effective legal remedies;

8.4.4.3 Scuflo complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

8.4.4.4 Scuflo complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the Personal Data;

8.4.4.5 assist Customer, at Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

8.4.4.6 notify Customer without undue delay on becoming aware of a Personal Data Breach;

8.4.4.7 at the written direction of Customer, delete or return Personal Data and copies thereof to Customer on termination of the agreement unless required by Domestic Law or EU Law to store the Personal Data; and

8.4.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 8.

8.5 Customer consents to Scuflo appointing third parties such as the Third Party Payment Service as a third-party processor of Personal Data under this agreement. Scuflo 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 Scuflo confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between Customer and Scuflo, Scuflo shall remain liable for all acts or omissions in relation to Customer’s Personal Data of any third-party processor appointed by it pursuant to this clause 8.

8.6 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

9.   Authorised Users

9.1 Subject to Customer fulfilling its obligations under the Agreement, including paying any Subscription Fees due in accordance with the Agreement, Scuflo hereby grants to Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the term of the Agreement solely for Customer’s business purposes (as further described in clause 9.2).

9.2 In relation to the Authorised Users, Customer undertakes that:

9.2.1 it shall be liable for the acts and omissions of the Authorised Users;

9.2.2 each Authorised User shall keep a secure password for his use of the Services and Documentation, and that each Authorised User shall keep his password confidential. Any such password used by an Authorised User in accordance with this clause 1.1.1 shall be created in accordance with any policies or guidelines published by Scuflo from time to time;

9.3 Customer shall not upload, access, store, distribute, introduce or transmit through the Services:

9.3.1 any Virus; or

9.3.2 any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive facilitates illegal activity depicts sexually explicit images promotes unlawful violence is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or in a manner that is otherwise illegal or causes damage or injury to any person or property.

9.4 Scuflo reserves the right, without liability or prejudice to its other rights to Customer, to disable Customer’s access to any material that breaches the provisions of this clause and to immediately delete such material without liability to Customer.

9.5 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement, Customer shall not:

9.5.1 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

9.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

9.5.3 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; or

9.5.4 use the Services and/or Documentation to provide services to third parties; or

9.5.5 subject to clause 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software and/or Documentation available to any third party except the Authorised Users, or

9.5.6 attempt to obtain, or assist third parties in obtaining, access to the Services, Software and/or Documentation, other than as provided under this clause 9.5.

9.6 Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation either within Customer’s organisation or by a third party to the knowledge of Customer and, in the event of any such unauthorised access or use, promptly notify Scuflo.

9.7 The rights provided under this clause 9 are granted to Customer only, and shall not be considered granted to any subsidiary or holding company of Customer.

10.  Scuflo’s Obligations

10.1 Scuflo undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care;

10.2 Scuflo shall use reasonable endeavours to provide the Services in accordance with the service levels detailed in the Appendix.

10.3 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services and/or Software contrary to Scuflo’s instructions, or modification or alteration of the Services and/or Software by any party other than Scuflo or its duly authorised contractors or agents.

10.4 Subject to clauses 10.3 and 10.5, if the Services do not conform with the undertaking at clause 1.1, Scuflo will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.

10.5 Notwithstanding the foregoing, Scuflo does not warrant that:

10.5.1 Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation, Content and/or the information obtained by Customer through the Services will meet Customer’s requirements;

10.5.2 the uploading and/or sharing of any Content by Customer using the Services means that it has successfully delivered to and/or been received by the intended users of the Project Area; and

10.5.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data, including Customer Data, over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

10.6 The Agreement shall not prevent Scuflo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

11.  Customer’s Obligations

Customer shall:

11.1 provide Scuflo with:

11.1.1 all necessary co-operation and information in relation to the Agreement; and

11.1.2 all necessary access to such information as may be required by Scuflo; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

11.2 comply with all applicable laws and regulations with respect to its activities under the Agreement;

11.3 carry out all of its other responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in Customer’s provision of such assistance as may be required by Scuflo, Scuflo may adjust any agreed timetable or delivery schedule as reasonably necessary;

11.4 ensure that the Authorised Users use the Services, Documentation and Software in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

11.5 obtain and shall maintain all necessary licences, consents, and permissions necessary:

11.5.1 to upload, store and/or share any Content (including links to such Content) that it does not own; and

11.5.2 for Scuflo, its contractors and agents to perform the obligations under the Agreement, including without limitation the Services;

11.6 ensure that Customer’s network and systems comply with the relevant specifications provided by Scuflo from time to time; and

11.7 be solely responsible for:

11.7.1 procuring and maintaining Customer’s network connections and telecommunications links from its systems to Scuflo’s data centres; and

11.7.2 all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet.

12.  Charges and Payment

12.1 Subject to the remainder of this clause 13, the Subscription Fees payable shall be calculated on the basis of the number of active Authorised Users and the storage used at the end of the Initial Subscription Term and each subsequent Renewal Period.

12.2 The Subscription Fees for the Initial Subscription Term and each Renewal Period shall be paid automatically from Customer’s Payment Account within one (1) calendar month of the expiry of the relevant Initial Subscription Term or Renewal Period, without set-off in respect of any of Scuflo’s liability.

12.3 If payment cannot be made within the one (1) calendar month period set out at clause 12.2, Scuflo may at its option either suspend the Services until payment is received, plus any interest charged by Scuflo, or terminate the Services without further notice to Customer.

12.4 Scuflo may change the Subscription Fees upon one (1) calendar month’s notice to Customer, with changes to be effective for the next Renewal Period following the end of the written notice period or on a later date specified in the written notice. If Customer objects to a proposed change of Subscription Fees, Customer has the right to terminate the Agreement by notice to Scuflo at subscriptions@docuping.com such termination to take effect on the date of the proposed change or ten (10) Business Days following the date the notice of termination is sent, whichever is the later.

12.5 If Customer fails to pay any sum due and payable under the Agreement by the due date, statutory interest from time to time shall accrue on the unpaid amount from the due date to the date of actual payment (after as well as before judgment).

13.  Proprietary Rights

Customer acknowledges and agrees that Scuflo and/or its licensors own all Intellectual Property Rights in the Services, Software and the Documentation. Except as expressly stated herein, the Agreement does not grant Customer any rights to, or in, 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 or the Documentation.

14.  Confidentiality

14.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under the Agreement. A Party’s Confidential Information shall not be deemed to include information that:

14.1.1 is or becomes publicly known other than through any act or omission of the receiving Party;

14.1.2 was in the other Party’s lawful possession before the disclosure;

14.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

14.1.4 is independently developed by the receiving Party, which independent development can be shown by written evidence; or

14.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

14.2 Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement, or in accordance with Scuflo’s privacy policy on the Website.

14.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

14.4 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

14.5 Customer acknowledges that details of the Services, the Software and the results of any performance tests of the Services and/or the Software, constitutes Scuflo’s Confidential Information.

14.6 Scuflo acknowledges that the Customer Data is Customer’s Confidential Information.

14.7 This clause 14 shall survive termination of the Agreement, however arising.

14.8 Neither Party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

15.  Indemnity

15.1 Except in relation to any amounts due pursuant to clause 15.2, Customer shall indemnify Scuflo, its officers, directors and employees against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Scuflo out of or in connection with any claim or allegation in relation to:

15.1.1 Customer’s or any Authorised User’s use of the Software, Services and/or Documentation in contravention of these Terms and/or the Documentation, including Intellectual Property Rights claims;

15.1.2 Customer Data, including Content uploaded via the Services either by Customer or at Customer’s direction, infringing any Intellectual Property Right, or failing to comply with the provisions of these Terms; or

15.1.3 Scuflo’s processing of personal data that Customer has not obtained from the data subject and/or shared with Scuflo in accordance with Customer’s data controller requirements under the Data Protection Legislation.

15.2 Save for in relation to any claims in respect of Content, Scuflo shall defend Customer, its officers, directors and employees against any claim that the Software, Services or Documentation infringes any United Kingdom patent effective as of the date of the Agreement, copyright, trade mark, database right or right of confidentiality, and shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of such claims, provided that:

15.3 Scuflo is given prompt notice of any such claim;

15.4 Customer provides reasonable co-operation to Scuflo in the defence and settlement of such claim, at Scuflo’s expense; and

15.5 is given sole authority to defend or settle the claim.

15.6 In the defence or settlement of any claim, Scuflo may procure the right for Customer to continue using the Services, replace or modify the Services, Software or Documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on two (2) Business Days’ notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer.

15.7 In no event shall Scuflo, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on:

15.7.1 a modification of the Services, Software or Documentation by anyone other than Scuflo; or

15.7.2 Customer’s use of the Services, Software or Documentation in a manner contrary to the instructions given to Customer by Scuflo; or

15.7.3 Customer’s use of the Services, Software or Documentation after notice of the alleged or actual infringement from Scuflo or any appropriate authority.

15.8 The foregoing and clause 17.4.3 state Customer’s sole and exclusive rights and remedies, and Scuflo’s (including its employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

16.  Disclaimers

16. 1 Customer acknowledges that the Services are not endorsed by any professional or regulatory bodies, nor are they designed to fulfil criteria required by any professional or regulatory bodies. Customer is responsible for ensuring it meets any requirements of any professional or regulatory body which it may be subject to.

16.2 Scuflo does not warrant that the website and any Software used to provide the Services to Customer will be compatible with Customer’s computer and Customer is responsible for making all arrangements necessary for it to have access to the Services.

16.3 Scuflo does not warrant that the Services will be available continuously and accordingly Customer’s access to the Services may from time to time be interrupted or contain errors.

16.4 Scuflo does not give any warranties and to the extent permitted by law, limits all liability in respect of:

16.4.1 Content, including but not limited to its accuracy, reliability, validity, legality; or

16.4.2 any sharing, access, use or modifications of Content by Project Users or any other third parties.

16.5 Customer assumes sole responsibility for results obtained from its use of the Services by it and any Authorised User, and for conclusions drawn from such use.

16.6 Customer is responsible for all loss or damage caused by a Virus, distributed denial-of-service attack, or other technologically harmful material that may infect its computer equipment, computer programs, data or other proprietary material due to its use, or the use of any Authorised User, of the Services and/or the Software.

16.7  Any warranties given by Scuflo shall be subject to Customer using the Services and/or Software in compliance with this Agreement, and Scuflo shall not be liable under this Agreement for, or required to remedy, any problem arising from any defect or error wholly caused by third party software used in connection with the Services and/or Software.

17.  Limitation Of Liability

17.1 This clause 17 sets out Scuflo’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer:

17.1.1 arising under or in connection with the Agreement;

17.1.2 in respect of any use made by Customer of the Services, the Software, the Documentation or any part of them; and

17.1.3 in respect of any representation, misrepresentation (other than fraudulent misrepresentation), statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

17.2 Except as expressly and specifically provided in the Agreement:

17.2.1 Customer assumes sole responsibility for results obtained from the use of the Software, Services and the Documentation by Customer, and for conclusions drawn from such use. Scuflo shall have no liability for any damage caused by errors or omissions in any Content, information, instructions or scripts provided to Scuflo by Customer, or uploaded, accessed, shared or stored by Customer or by other Project Users in connection with the Services, or any actions taken by Scuflo at Customer’s direction;

17.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

17.2.3 the Services and the Documentation are provided to Customer on an “as is” basis.

17.3 Nothing in the Agreement excludes Scuflo’s liability:

17.3.1 for death or personal injury caused by its negligence; or

17.3.2 for fraud or fraudulent misrepresentation.

17.4 Subject to clause 17.2and clause 17.3:

17.4.1 Scuflo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement;

17.4.2 to the extent any breach of this Agreement is caused by a Third Party Service, Scuflo’s liability to Customer shall be limited to a proportion of such amount as Scuflo actually recovers from the provider of such Third Party Service, where the proportion reflects Customer as a percentage of the total number of Scuflo customers impacted by the Third Party Service; and

17.4.3 Scuflo’s total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to ten thousand pounds sterling (£10,000), or three times the aggregate Subscription Fees incurred by Customer in the Subscription year in which the liability arises, whichever is higher.

18.  Term and Termination

18.1 The Agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Subscription Date and shall continue for the Initial Subscription Term and, thereafter, the Agreement shall be automatically renewed for successive periods of one (1) calendar month (each a “Renewal Period”), unless:

18.1.1 either Party notifies the other party of termination, in writing, at least one (1) calendar month before the end of any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Renewal Period; or

18.1.2 otherwise terminated in accordance with the provisions of the Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

18.2 Scuflo may terminate the Agreement where Customer fails to pay the Subscription Fees in accordance with clause 12.2.

18.3 Either Party may at any time, by notice to the other, terminate the Agreement as from the date of expiry of the notice if an Insolvency Event occurs in relation to the other.

18.4 If Customer would like to terminate the Agreement, Customer is required to:

18.5 mail Scuflo at subscriptions@docuping.com stating that Customer wishes to terminate the Agreement; and

18.6 cancel any future payments of Subscription Fees made from Customer’s Payment Account under the Agreement. Scuflo will cancel Customer’s registration with effect from the end of the Initial Subscription Term or next Renewal Period as relevant.

18.7 On termination of the Agreement for any reason:

18.7.1 all licences granted under the Agreement shall immediately terminate;

18.7.2  each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;

18.7.3 Scuflo shall use reasonable commercial endeavours to deliver the back-up to Customer within 30 days of its receipt of such a written request, provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Scuflo in returning or disposing of Customer Data; and

18.7.4  any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

19.  Force Majeure

Scuflo shall not be liable to Customer for any delay or non-performance of Scuflo’s obligations under the Agreement arising from any cause or causes beyond Scuflo’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Scuflo or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

20.  Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

21.  Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22.  Rights and Remedies

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

23.  Severance

23.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

23.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

24.  Entire Agreement

24.1 The Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

24.2 Each of the Parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

25.  Assignment

25.1 Customer shall not, without Scuflo’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

25.2 Scuflo 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 Agreement.

26.  No Partnership or Agency

Nothing in the Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27.  Third Party Rights

The Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.  Notices

28.1.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Agreement, or such other address as may have been notified by that Party for such purposes, or sent by fax to the other Party’s fax number as set out in the Agreement.

28.1.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

29.  Governing Law

The Agreement 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.

30.  Jurisdiction

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

31. Limitation of Liability

31.1 This clause 31 sets out Scuflo Limited’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to Customer:

31.1.1 arising under or in connection with the Agreement;

31.1.2 in respect of any use made by Customer of the Services and Documentation or any part of them; and

31.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

31.2 Except as expressly and specifically provided in the Agreement:

31.2.1 Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use. Scuflo Limited shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Scuflo Limited by Customer in connection with the Services, or any actions taken by Scuflo Limited at Customer’s direction;

31.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

31.2.3 the Services and the Documentation are provided to Customer on an "as is" basis.

31.3 Nothing in the Agreement excludes Scuflo Limited’s liability:

31.3.1 for death or personal injury caused by its negligence; or

31.3.2 for fraud or fraudulent misrepresentation.

31.4 Subject to clause 31.2 and clause 31.3:

31.4.1 Scuflo Limited shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement;

31.4.2 to the extent any breach of this Agreement is caused by a Third Party Service, Scuflo Limited’s liability to Customer shall be limited to a proportion of such amount as Scuflo Limited actually recovers from the provider of such Third Party Service, where the proportion reflects Customer as a percentage of the total number of Scuflo Limited customers impacted by the Third Party Service; and

31.4.3 Scuflo Limited’s total aggregate liability in contract (including in respect of the indemnity at clause 12.3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to five hundred thousand pounds sterling (£500,000).

32. Fair Use Policy

As a Software-as-a-Service (SaaS) provider, we understand the importance of data storage for our users. To ensure fair and responsible use of our data storage services, we have implemented the following Fair Use Policy. By using our services, you agree to adhere to these terms and conditions:

• 32.1 Storage Capacity: Our SaaS service provides a designated storage capacity for each user account, of 100Gb. This storage capacity is allocated based on the subscription plan chosen by the user. Users may store data up to their allocated storage limit without incurring any additional charges or penalties.
• 32.2 Lawful Use: Users must only store data that they have legal rights to store and possess. It is strictly prohibited to store any unlawful, infringing, or unauthorized materials, including but not limited to copyrighted content, confidential information, or any data that violates applicable laws and regulations.
• 32.3 Prohibited Content: Users must not store any content that is defamatory, obscene, offensive, or harmful. This includes content that promotes violence, discrimination, hate speech, or any illegal activities. We reserve the right to determine the appropriateness of the stored content and may take necessary actions to remove or restrict access to such content.
• 32.4 System Integrity: Users must not engage in any activities that may compromise the integrity or security of our data storage infrastructure. This includes but is not limited to hacking, unauthorized access, introducing viruses or malware, or any other actions that may disrupt or damage our systems or other users' data.
• 32.5 Excessive Resource Usage: Users must not engage in excessive data storage or impose an unreasonable burden on our infrastructure, including excessive API calls or any other activities that may negatively impact the performance or availability of our services for other users. We reserve the right to monitor and regulate resource usage to ensure fair access for all users.
• 32.6 Compliance with Laws: Users must comply with all applicable laws, regulations, and industry standards governing data storage and protection, including but not limited to data privacy laws, intellectual property rights, and export control regulations. Users are solely responsible for ensuring their compliance with such laws.
• 32.7 Termination and Remedies: Failure to comply with this Data Storage Fair Use Policy may result in immediate termination or suspension of the user's account and access to our services. We reserve the right to take legal action and seek remedies for any violations that may cause harm or damages to our business, reputation, or other users.
• 32.8 Amendments: We reserve the right to modify or update this Data Storage Fair Use Policy at any time. Any changes will be communicated to users through appropriate channels, such as email or notifications within our platform. It is the responsibility of users to review and understand the most current version of this policy.

APPENDIX

SERVICE LEVELS

1. Support Service Levels

1.1 In consideration for the payment by Customer of the Fees as set out in the Agreement, Scuflo shall provide Support Services in respect of the Software only, including any maintenance releases and new versions of the Software.

1.2 Customer shall pay all costs (at Scuflo’s then prevailing rates) and reasonable expenses incurred by Customer for work carried out by Scuflo in connection with any fault which is not covered by the Terms.

1.3 The Support Services shall comprise of a web-based support portal to register support tickets or a telephone help desk to provide first-line technical support to users of the Software. The web-based support portal is available 24 hours and the telephone help desk is available 9:00am to 5:00pm Monday to Friday excluding public holidays or company closures as communicated to Customer in advance.

1.4 It is not anticipated that any on-site support will be provided to Customer. If on-site support is requested by Customer in any month, Scuflo may provide this at its option at the then applicable charging rates of Scuflo. Customer shall reimburse any travel or subsistence expenses incurred by Scuflo where such expenses are incurred wholly and exclusively for the purpose of providing on-site support, provided that any request for reimbursement is in the form of a proper invoice accompanied by appropriate receipts.

1.5 Scuflo shall only provide Support Services for the most current release of the Software and any updates to that release.

1.6 The Support Services must be reported by Customer to Scuflo using the following procedure:

1.6.1 Issues are reported via our web-based ticketing system.

1.6.2 Tickets reported with priority 1 or 2 will trigger actions from the date and time of register within the normal business hours as outlined in Appendix paragraph 1.3, or from 9am the following normal business day. Customer must supply all relevant information to Scuflo to enable it to provide the support for the problem being reported.

1.7 Scuflo will use its reasonable endeavours, in coordination with Customer, to assign the correct priority rating to any problem reported to Scuflo by Customer. Scuflo will then use its reasonable endeavours to perform the activities detailed below:

• Priority
• Situation
• Action
• Timeframe

1.7.1 The Software cannot be used. Critical impact on Customer’s production environment. Situation requires immediate resolution.

1.7.2 Scuflo shall immediately undertake all activities necessary to arrive at a solution and will continue doing this, until an acceptable solution or workaround is available, or until it is clear that further investigation possibly including third parties, is required. First response to report within two hours. Effort to provide workaround within one day. Commercially reasonable efforts to provide solution within three business days.

1.7.3 The Software is working, but under severe restrictions; a workaround is available, but situation requires short term solution. Scuflo shall immediately undertake all required actions to analyse the problem and to provide a solution (or recommend one, if the restricted operation is due to factors outside of Scuflo’s control).

1.7.4 First response within one business day. Commercially reasonable efforts to provide solution within five business days.

4. The Software is operational under moderate restrictions. Scuflo undertakes actions towards resolution as soon as practical. Response, suggested course of resolution and expected time to completion of the solution will be communicated within 5 business days.

2. Hosting Services

The Software is hosted on a Microsoft Azure platform that offers 99.9% uptime and whilst Scuflo intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasions the Software may be unavailable to permit maintenance or other development activity to take place.

If for any reason Scuflo has to interrupt the Software for longer periods than Scuflo would normally expect, Scuflo will use reasonable endeavours to publish in advance details of such activity via Email.

The Azure database(s), hosting and data processing services are located in UK South (London) and UK West (Cardiff).

3. Backups

The DocuPing Azure SQL database and blob storage files are backed up on a rolling 7-day cycle, with point-in-time retrieval. In addition to this, a monthly backup is taken and retained, on a rolling 12 month basis.

4. Software and Services

Services: As described in the Documentation.

Data Processing and Security

a) In addition to the information provided elsewhere in the Agreement, the Parties wish to document the following information in relation to the data processing activities:

The data processing performed by Scuflo, as the “Data Processor”, on behalf of Customer, as “the Data Controller”, relates to the provision of cloud hosted software products, as described in the Documentation, which may also include locally installed software components and mobile applications.

The data processing activity consists of providing facilities to enter, store (on third party infrastructure) and extract data which may include personal data.

The categories of personal data potentially involved are:

• User account data / full names / profiles
• Email / email history / archive
• Phone numbers
• Contact information
• Personal data added via free-form text boxes (potentially sensitive / 'special categories' of personal data)

The data subjects are:

• Authorised Users (service recipients)
• Any other individuals that the clients enter into the software in the course of their business
• The duration of the data processing activities is in accordance with the Renewal Period (see clause 18.1).

b) Description of security measures

•  The Data Processor has implemented the following security measures:
• Encryption of data in transit
• Encryption of data at rest
• Network Firewalls
• Role-based security
• Privacy by design software architecture
• ‘Need to know’ security protocols

c) Appointed sub-processors

 The Data Processor has appointed the following sub-processors:

• Microsoft
• The Third Party Payment Service