DooCleen grants You the right to access and use the Service via the Portal with the particular user roles available to You according to Your user category, set by the Subscriber. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Authorised Users, or any other applicable laws:

1. the Subscriber determines who is an Authorised User and what level of user role access to the relevant organisation and Service that Authorised User has;
2. the Subscriber is responsible for all Authorised Users' of the Service;
3. the Subscriber controls each Authorised User’s level of access to the relevant organisation and Service at all times and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any

1. Payment obligations:

   A valid credit or Debit card is required for paying your Subscription. The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made

2. General obligations:

   You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by DooCleen or condition posted on the Website. You may use the Service, Portal and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3. Access conditions:

   You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify DooCleen of any unauthorised use of Your passwords or any other breach of security and DooCleen will reset Your password and You must take all other actions that DooCleen reasonably deems necessary to maintain or enhance the security of DooCleen's computing systems and networks and Your access to the Services.

   as a condition of these Terms, when accessing and using the Services, You must:

   1. not attempt to undermine the security or integrity of DooCleen's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
   2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
   3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
   4. not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
   5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
4. Communication Conditions:

   As a condition of these Terms, if You use any communication tools available through the Portal or Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

   When You make any communication on the Portal or Website, You represent that You are permitted to make such communication. DooCleen is under no obligation to ensure that the communications are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available. However, DooCleen does reserve the right to remove any communication at any time in its sole discretion.

5. Indemnity:

   You indemnify DooCleen against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to DooCleen, including (but not limited to) any costs relating to the recovery of any License Fees that are due but have not been paid by You.

1. Confidentiality:

   Unless the relevant party has the prior written consent of the other or unless required to do so by law:

   1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
   2. Each party's obligations under this clause will survive termination of these Terms.
   3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
   1. is or becomes public knowledge other than by a breach of this clause;
   2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
   4. is independently developed without access to the Confidential Information.
2. Privacy:

   DooCleen maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.doocleen.co.uk/privacy and You will be taken to have accepted that policy when You accept these Terms.

1. Intellectual Property.

   Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of DooCleen.

2. Ownership of Data:

   Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Licence Fee when due. You grant DooCleen a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

3. Backup of Data:

   You must maintain copies of all Data inputted into the Service. DooCleen adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. DooCleen expressly excludes liability for any loss of Data no matter how caused.

1. Authority:

   You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

2. Acknowledgement:

   You acknowledge that:

   1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
   2. The provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.
   3. DooCleen does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. DooCleen is not in any way responsible for any such interference or prevention of Your access or use of the Services.
   4. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
3. No warranties:

   DooCleen gives no warranty about the Services. Without limiting the foregoing, DooCleen does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

4. Consumer guarantees:

   You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

1. To the maximum extent permitted by law, DooCleen excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You suffer loss or damage as a result of DooCleen's negligence or failure to comply with these Terms, any claim by You against DooCleen arising from DooCleen's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Licence Fee paid by You in the previous 12 months.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 'Termination'.

1. No-fault termination:

   These Terms will continue for the period covered by the Subscription Plan paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Subscription Plan when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Subscription Plan on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

2. Breach:

   If you:

   1. breach any of these Terms (including, without limitation, by non-payment of any Subscription Plan) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
   2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) payment of Subscription Plan that are more than 30 days overdue);
   3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then

      DooCleen may take any or all of the following actions, at its sole discretion:

      1. Terminate this Agreement and Your use of the Services;
      2. Suspend for any definite or indefinite period of time, Your use of the Services;
      3. Suspend or terminate access to all or any Data.

      For the avoidance of doubt, if payment of any invoice for Subscription Plan due in relation to any of Your Services is not made in full by the relevant due date, DooCleen may suspend or terminate Your use of the Service, or Your rights of access to all or any Data.

1. Technical Problems:

   In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please check the support provided online by DooCleen on Your portal.

2. Service availability:

   Whilst DooCleen intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason DooCleen has to interrupt the Services for longer periods than DooCleen would normally expect, DooCleen will use reasonable endeavours to publish in advance details of such activity on the Website and by push notification to Your portal.

1. Entire agreement:

   These Terms, together with the DooCleen Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and DooCleen relating to the Services and the other matters dealt with in these Terms.

2. Waiver:

   If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays:

   Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4. Governing law and jurisdiction:

   These Terms are governed by Scots law, and Customers agree that any dispute between Customers and us regarding them or the Site will only be dealt with by the Scottish courts. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.

5. Severability:

   If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

6. Notices:

   Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission.

7. Rights of Third Parties:

   A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Effective 1st March, 2024