Terms of Service

Introduction

These Terms of Service ('Terms') govern access to and use of Clarisync’s enterprise software-as-a-service solutions, including portals, applications, APIs, and related tools and services (collectively, the 'Services').

These Terms apply to all customers and their authorised users who access the Services under an enterprise subscription or other written agreement with Clarisync (each, an "Enterprise Agreement").

Clarisync Limited, registered in England and Wales under company number 14466272, with its registered office at Savoy House, Savoy Circus, London, England, W3 7DA (hereinafter referred to as "Clarisync", "we", "us", or "our").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must discontinue use immediately.

Definitions

• Customer: The legal entity entering into these Terms and any Enterprise Agreement with Clarisync.
• authorised Users: Individuals permitted by Customer to access the Services (including employees and contractors).
• Content: Any data, files, text, or materials uploaded, transmitted, stored, or processed through the Services by Customer or its authorised Users.
• Documentation: User guides, technical documentation, and specifications describing the Services.
• Enterprise Agreement: Any written or electronic agreement defining subscription scope, fees, and term.

Scope of Services

Clarisync provides secure enterprise SaaS solutions for data synchronization, collaboration, and related business operations.

Access to the Services is granted solely for Customer’s internal business purposes and strictly in accordance with these Terms and the applicable Enterprise Agreement.

Accounts & Access Management

4.1 Registration & Accuracy: Customer shall ensure that all account information is accurate, complete, and kept up to date.

• 4.2 Credential Security: Customer is responsible for safeguarding authentication credentials and all activities conducted under its accounts. Customer must promptly notify Clarisync of any suspected unauthorised access or security incident.
• 4.3 authorised Users: Customer is responsible for safeguarding authentication credentials and all activities conducted under its accounts. Customer must promptly notify Clarisync of any suspected unauthorised access or security incident.
• APIs & Rate Limits: Use of APIs is subject to agreed limits and reasonable use.

User Content and Conduct Policy

This User Content and Conduct Policy governs both the Content submitted to the Services and the conduct of Customers and authorised Users. Customer remains fully responsible for all Content and all activity occurring under its accounts.

The following actions and Content are strictly prohibited:

• 5.1 Misuse of the Services: Unauthorised data extraction, aggregation, or database creation; account creation under false pretences; competitive use or unauthorised commercial exploitation of the Services.
• 5.2 Security and System Integrity: Circumventing or disabling security controls; bypassing access restrictions or usage limits; disrupting system availability or performance.
• 5.3 Unauthorised Automation, Scraping, and Monitoring: Use of bots, scrapers, spiders, or automated tools without written authorization; unauthorised scripts, probes, or monitoring activities; competitive analysis or system architecture discovery.
• 5.4 Harmful, Deceptive, or Abusive Conduct: Fraud, impersonation, harassment, intimidation, or threats; conduct that harms or exploits minors.
• 5.5 Malware, Malicious Code, and Abuse: Uploading malware, spyware, or harmful code; spamming or disruptive communications; transmitting false, fraudulent, or illegal information.
• 5.6 Intellectual Property and Rights Violations: Unauthorised copying, modification, or reverse engineering; removal of proprietary notices; uploading infringing or misappropriated Content.
• 5.7 Unlawful, Restricted, or Objectionable Content: Content that violates applicable laws or regulations; abusive, obscene, defamatory, or hateful material; unauthorised advertising, solicitation, or mass messaging.
• 5.8 Unauthorised Access and Data Handling: Accessing or disclosing information without authorization; selling, reselling, sublicensing, or monetizing the Services or access credentials without written consent.

License Grant & General Restrictions

6.1 Limited License: Subject to these Terms and the applicable Enterprise Agreement, Clarisync grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the subscription term for internal business purposes only.

6.2 General Restrictions: Customer shall not use the Services in violation of the User Content and Conduct Policy (Section 5) or outside the agreed subscription scope.

Intellectual Property

7.1 Ownership: Clarisync and its licensors retain all rights, title, and interest in the Services, software, and Documentation.

7.2 Customer Content: Customer retains ownership of its Content and grants Clarisync a worldwide, non-exclusive, royalty-free license to host, process, transmit, and use such Content solely to provide, secure, and maintain the Services.

7.3 Feedback: Any feedback provided may be used by Clarisync without restriction or obligation.

Data Protection & Privacy

Clarisync processes personal data in accordance with its Privacy Policy and applicable data protection laws, including the UK GDPR.

Where applicable, a Data Processing Addendum (DPA) governs personal data processing and prevails in case of conflict.

Security, Compliance & Audit

Clarisync implements reasonable administrative, technical, and organisational measures to protect the confidentiality, integrity, and availability of the Services and Content.

Customer agrees to reasonably cooperate with security investigations and remediation efforts.

Service Availability, Support & Maintenance

Service availability, support scope, response times, and maintenance terms are governed by the applicable Enterprise Agreement or SLA.

Third-Party Services & Integrations

Third-party services are governed by their own terms and policies. Clarisync is not responsible for third-party services or integrations.

Monitoring, Enforcement & Remedial Actions

Clarisync may monitor usage, investigate violations, and take appropriate remedial actions, including suspension or termination of access.

Customers may raise disputes via legal@clarisync.com.

Fees, Invoicing & Taxes

All commercial terms are governed exclusively by the applicable Enterprise Agreement.

Suspension & Termination

Clarisync may suspend or terminate access where required by law, for security reasons, or for material breach of these Terms or the Enterprise Agreement.

Warranties & Disclaimers

Except as expressly stated, the Services are provided "as is" and "as available". Clarisync disclaims all implied warranties to the maximum extent permitted by law.

Limitation of Liability

To the maximum extent permitted by law, liability is limited to the fees paid in the twelve (12) months preceding the claim, excluding breaches of the User Content and Conduct Policy (Section 5), IP infringement, or indemnification obligations.

Indemnification

Customer shall indemnify and hold harmless Clarisync from claims arising from Customer Content, unlawful use of the Services, or breach of the User Content and Conduct Policy (Section 5).

Confidentiality

Each party shall protect the other’s Confidential Information using reasonable care and disclose it only on a need-to-know basis.

Changes to These Terms

Clarisync may update these Terms with reasonable notice. Continued use constitutes acceptance.

Governing Law & Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Notices

To Clarisync:

Clarisync Limited

Savoy House, Savoy Circus

London, England, W3 7DA

Email: legal@clarisync.com

To Customer: Via registered account email or administrative notices within the Services.

Order of Precedence

• Enterprise Agreement
• Data Processing Addendum
• These Terms
• Documentation

Assignment

Customer may not assign without Clarisync’s written consent, except as part of a corporate reorganisation. Clarisync may assign freely.

Force Majeure

Neither party shall be liable for failure or delay due to events beyond reasonable control.

Miscellaneous

Severability, no waiver, independent contractor relationship, English governing language, and headings for convenience only apply.