1. Interpretation

1. In these Terms we, our or us refers to Ai Solutions Limited the creators and operators of ToolKit CS Cloud (App). Full details of our identity and address are set out at clause 18.
2. Further definitions and rules of interpretation applying to these Terms are:
   • Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is a) identified as confidential at the time of disclosure or b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
   • Data Protection Legislation: all legislation and regulations relating to the protection of Personal Data including without limitation a) the Data Protection Act 2018 and b) the EU General Data Protection Regulation 2016 (Regulation 2106/679) or "GDPR" and c) any other laws relating to the protection of personal data and the privacy of individuals (all as amended updated or re-enacted from time to time).
   • Controller, Data Subject, Personal Data, Processing and Processor: have the meanings ascribed to them in Data Protection Legislation.
   • Inflation Rate: Until March 2023 this will mean the UK RPI (Retail Prices Index) rate. From April 2023 this will mean the UK CPIH (Consumer Prices Index including Owner Occupiers' Housing costs) rate. Rates as published by the Office for National Statistics (ONS)
   • Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
   • Microsoft Azure: Services run by Microsoft Corporation whose registered office in the UK (Microsoft Limited, Company Number 01624297) is at Microsoft Campus, Thames Valley Park, Reading, Berkshire, RG6 1WG.
   • Subscription: means a payment charged for use of a particular set of functionality within the App
   • Subscription Fee: means the monthly or annual amounts charged for use of a Subscription under these Terms and governed by clause 7
   • Subscription Period: means the period of time until the next Subscription Fee is due
   • Termination Date: means the date when this agreement terminates, either through passage of time or as provided by Clause 8.
3. Clause and schedule headings do not affect the interpretation of these Terms.
4. References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of these Terms.
5. Words in the singular include the plural and in the plural include the singular.
6. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
7. References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.
8. References to content include any kind of text, information, image, or audio or video material which can be incorporated into the App.

2. Acceptance of Terms/User Restrictions

1. By accessing the App you agree to be bound by these Terms and accept our Privacy Policy. If you do not accept these terms you should not use the services offered by the App.
2. You agree that you will not use the App for any illegal purpose or in any way that may impair the performance, corrupt the content or otherwise reduce the functionality of the App. You also agree not to attempt to compromise the security of the App or attempt to gain access to secured areas or sensitive information.
3. These Terms apply to all users of the App who will contribute Content. The terms also apply to recipients of Content.

3. Modification

1. We reserve the right to change these Terms without notice. The new Terms will be available on the App and your continued use of the App will be considered acceptance of them. You are advised to check these Terms regularly.
2. We may at any time modify or remove any part of or any Content from the App without warning or incurring liability as a result of such action.

4. Access to the App

1. To access the App you need to provide an email address and password for verification. You may not use any name which is illegal, offensive or obscene.
2. You are responsible for maintaining the confidentiality of your account credentials and for preventing unauthorised access to your account. You accept responsibility for all activities that occur under your account or credentials and will take all necessary steps to keep your password confidential and secure. You must inform us immediately if you believe your user name and password has become known to another or is being used in an unauthorised manner.
3. The App uses the HIBP Passwords API to check chosen passwords have not been included in recent data breaches before allowing them to be used. We recommend using a password safe to create a strong unique password for use with the App.
4. You must ensure that the usage and billing details you provide to us are correct and complete and you must tell us immediately of any changes.
5. We reserve the right to remove any material or Content from the App, refuse access to the App and in appropriate circumstances to terminate your account. You may be liable for our losses and the losses of third parties due to unauthorised use of your account.

5. Content

1. The App permits you to upload Content to its host servers. This permission is strictly subject to your compliance with these Terms.
2. You alone are responsible for your own Content and for the consequences of uploading Content on the App. By uploading Content you confirm you have created the Content or have permission from the owner to use the Content.
3. You retain ownership rights in Content which you have created. By submitting Content to the App you grant us a worldwide royalty free licence to use your Content in connection with the App. You also grant to all other authorised users of the App a non-exclusive licence to have access to your Content through the App and to use your Content as permitted through the functionality of the App.
4. In relation to your Content you confirm that you will not:-
   1. Upload to the App any material that is the copyright of a third party or subject to the ownership or any other form of intellectual property rights of a third party.
   2. Submit Content which is defamatory, threatening or likely to harass, racially or ethnically offensive, pornographic, obscene or which might encourage violent or criminal conduct or which is otherwise inappropriate.
5. We are not responsible for the taste or accuracy of any Content. You agree that you have no claims or remedies against us in relation to any inaccuracy or offence caused by any Content uploaded to the App.

6. Your Use of the App

1. When you send Content to the App it is uploaded to our servers. Other Users of the App may view and have access to any Content you have uploaded in accordance with the terms of clause 5.3.
2. You may have access to and use Content uploaded to the App by other Users in accordance with the terms of clause 5.3.
3. In certain cases, we find that high bandwidth usage or overloading the storage with material or users by a customer exceeds what we regard as "fair use". Exceeding fair use jeopardises the server performance and the quality of service delivery to other customers. In such circumstances we reserve the right to impose a limit on the use of bandwidth, storage space or memory on the servers (or any combination of these) by any customer. In extreme cases we may need to suspend a customer's use of the App. Where suspension or restriction of service is necessary, we will where possible offer the customer continued access based on their requirements but at an additional fee.
4. You shall ensure that any Content uploaded to the App does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) "Inappropriate Content".
5. You acknowledge that we have no control over any Content placed on the App by users and do not purport to monitor the Content of the App but at our discretion may do so. We reserve the right to remove Content from the App where we reasonably suspect such Content is Inappropriate Content. We shall notify you if we become aware of any allegation that Content on the Site may be Inappropriate Content.

7. Charges and Payment

Some functionality of the App can be used without paying a Subscription Fee. Most functionality will require subscribing to product(s) made available by us within the App.

1. The Subscription Fee can be paid each calendar month or year at the rates published by us. All prices are expressed exclusive of any VAT payable unless otherwise stated.
2. For VAT purposes, all sales are regarded as the supply of services from the UK and the place of supply, e.g. where the VAT liability arises, depends on where the customer is located and the VAT status of the customer. Such sales are subject to the following VAT rules:
   1. If the customer is located in the UK, VAT will be applied at the standard rate.
   2. If the customer is located outside of the UK but within the EU and is VAT-registered, 0% UK VAT can be applied under the reverse charge procedure but only on receipt of the customer's valid local VAT number.
   3. If the customer is located outside of UK but within the EU and is not VAT-registered or is VAT-registered but does not provide Ai Solutions Limited with a valid VAT number during the purchase process, UK VAT at the current standard rate will be applied.
   4. If the customer is located outside of the UK and EU, 0% UK VAT will be applied.
3. The Subscription Period will start on the day you initially purchase license(s) for a product.
4. A Subscription Fee for the next Subscription Period will be charged automatically at the end of the current Subscription Period unless the subscription is cancelled as descibed in clause 8.1.
5. Additional licenses can be purchased within the current Subscription Period at a prorated price based on the published rate. Additional licenses will be charged at the full rate from the next Subscription Period.
6. We may increase the Subscription Fee once per year in accordance with the Inflation Rate. We will base any increase on the rate for the month of September in the preceding year for any Subscription Fee charged on or after January 1st.
7. Payment of Subscription Fees is normally made by credit/debit card on a recurring basis.
8. Payment of Subscription Fees can be by invoice where separately agreed in writing by us.
   1. Invoices for subscriptions are due and payable within seven (7) days of being raised.
   2. We may charge interest upon overdue invoices at the rate of 1% per calendar month on the amount outstanding. We reserve the right to charge interest at the current reference rate in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 but before doing so will notify you in writing.
9. During the Subscription Period we will provide support services in respect of the App which shall comprise:
   1. Up to one hour telephone advice per month on the use of the Software, or equivalent support provided at our option by support ticket, email or telephone at times determined by us. Assessment of support time shall be by us. Additional support time may be purchased at rates offered by us from time to time.
   2. Data storage on our servers up to the maximum of five (5) Gigabytes per editing user or as subsequently agreed in writing. Additional data storage may be purchased at rates offered by us from time to time.
   3. Diagnosis and rectification of faults in respect of the App and the making of necessary amendments to documentation. You shall communicate with us by support ticket or e-mail with a description of any fault requiring rectification and the circumstances in which such fault arose forthwith. If we receive a request between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding bank and other public holidays) we shall use our reasonable endeavours to respond on or before the next working day.

8. Termination of Service

1. Individual recurring subscriptions can be cancelled by logging into your account before the end of the current Subscription Period and using the appropriate controls within the App.
   1. Once cancelled, Content which requires a subscription to access will no longer be accessible once the current Subscription Period has finished.
   2. Six (6) months after the Subscription Period has finished this Content will be permanently removed from our servers.
   3. In the period before six (6) months have passed, subscriptions can be reactivated using the appropriate controls within the App.
   4. Upon cancellation of a particular subscription for any reason, you must download and retain your data before the end of the Subscription Period should you wish to keep it. We will upon request retain your data in confidence on termination but will not be responsible if such data becomes corrupted.
2. If you wish to terminate the App account and delete personal details from our servers, you must email [email protected] to request account termination. However, deletion of your account does not remove Content you have uploaded which we reserve the right to retain upon the App.
3. Either party may terminate this agreement immediately at any time by written notice to the other party if that other party commits any material breach of its obligations under these Terms which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied.
4. We may terminate your App account should it not have any paid-for Subscriptions for more than six (6) months.
5. Once an account is terminated, it will be rendered inactive within three (3) working days. We will retain the App account details on our servers for six (6) months after account termination. In this period you can reactivate your account by emailing [email protected]. After six (6) months all your account details will be permanently removed from our servers, except those details required to be kept for accounting or other legal reasons for a longer period.

9. Liability

1. We do not limit in any way our liability by law to you for death or personal injury caused by our negligence or breach of duty.
2. We do not limit or exclude any statutory rights you may have as a consumer.
3. We will not be liable to you for any direct, indirect, special or consequential damages including loss of business, revenue, profits, data or anticipated savings in relation to your use of the App.
4. Specifically we shall not be liable to you for any Content or for any defamatory, offensive or illegal conduct of any third party or Content posted by any third party.
5. We will not be liable to you for any interruption or cessation of transmission to or from the App; any viruses, bugs or similar which may be transmitted to or through the App by any third party; any errors or omissions or for any loss or damage incurred as a result of the use of any Content made available on the App.
6. We are not liable for any loss or damage caused by you being unable to view the App or any of its contents owing to restrictions imposed by your internet service provider including firewalls, browsers, networks and limitations of your equipment.
7. You agree to give us no less than 30 days (following notification received) in which to remedy any default under these Terms.
8. We will maintain public liability insurance and professional indemnity insurance in a sum we consider sufficient to satisfy any liabilities we may incur as a result of any breach of these Terms, provided that cover remains available at commercially realistic rates.

10. Intellectual Property Rights

1. All our intellectual property rights and intellectual property rights relating to the App are and remain ours. This includes trademarks, trade names, patents, registered design and copyright including any intellectual property rights derived from the design or functioning of the App. We do not claim ownership of intellectual property rights in Content which we use under a licence granted to us under the terms of clause 5.3.
2. You agree to respect our intellectual property rights. Except as permitted by these Terms, you will not copy, download, transmit, reproduce, print or exploit for commercial purposes any Content uploaded to or transmitted by the App.

11. Copyright Complaints

1. If you see any Content on the App which you consider is an infringement of any copyright to which you claim to be entitled please contact us using the Copyright Infringement Notification procedure set out at clause 19 of these Terms.
2. We will take reasonable steps to remove copyright material from the App where complete and accurate information is supplied in respect of the suggested copyright infringement. You are not entitled to submit a copyright infringement notification where you do not own or you are not authorised to act on behalf of the owner of the copyright material.

12. Indemnity

1. You agree to indemnify us and our employees and agents from and against all claims for damages or losses and legal costs arising from:
   1. Your contravention of any of these Terms.
   2. Your breach of any third party rights in relation to Content you have posted or otherwise; this includes rights in relation to copyright, other intellectual property or privacy rights.
   3. Any claim we may make that your Content has caused damage to a third party.

13. Privacy

You acknowledge and agree to be bound by the terms of our Privacy Policy.

14. Data Protection

1. Both parties shall comply at all times with the Data Protection Legislation and shall notify the other party promptly in the event of any breach of its obligations under the Data Protection Legislation
2. We warrant that, to the extent we process any Personal Data on your behalf, we shall:
   1. process the Personal Data only to the extent necessary for the purpose of providing the Services and in accordance with the customer's written instructions;
   2. have in place appropriate technical and organisational security measures in accordance with the Data Protection Legislation to protect the Personal Data against a breach of security caused by unauthorised or unlawful processing and against accidental or unlawful loss, destruction, damage, alteration or unauthorised disclosure of or access to the Personal Data;
   3. ensure that any employees or other persons authorised by us to process the Personal Data are subject to appropriate obligations of confidentiality;
   4. not engage any third party to carry out its Processing obligations under this agreement without obtaining the prior written consent of the customer and, where such consent is given, procuring by way of a written contract that such third party will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this clause 14;
   5. notify the customer, as soon as reasonably practicable, about any request or complaint received from a Data Subject (without responding to that request, unless authorised to do so by the customer);
   6. assist the customer by technical and organisational measures, insofar as possible, for the fulfilment of the customer's obligations in respect of any requests and complaints received from a Data Subject;
   7. notify the Customer without undue delay after becoming aware of a Personal Data breach;
   8. on request by the Customer, use all reasonable endeavours to assist the Customer in ensuring compliance with its obligations under Articles 32 to 36 of the GDPR in respect to the Personal Data (taking into account the nature of the Processing and the information available to the Company);
   9. on termination or expiry of this agreement, delete or destroy existing copies of Personal Data within 6 (six) months of the Termination Date except to the extent that the Company is required to keep or store such Personal Data by law.

15. Events beyond our reasonable control/Invalidity

1. We will not be held responsible for any delay or failure to comply with our obligations if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
2. If any part of these Terms is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.

16. Severance

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

17. Governing Law and Jurisdiction

The contract in relation to your use of the App shall be governed by and interpreted in accordance with English law and English Courts shall have jurisdiction to resolve any disputes.

18. Who Are We?

The App is created and operated by Ai Solutions Limited, a company registered in England under number 03009721. Its registered office is at Vimy Road, Leighton Buzzard, LU7 1ER and its email is: [email protected]

19. Copyright Infringement Notification

If you see Content transmitted by the App which you consider is an infringement of any copyright to which you claim to be entitled in accordance with the Copyrights, Patents and Designs Act 1988 (as amended) please contact us at the address stated below to notify us of the alleged infringement and in doing so complying with the following requirements. Please supply:-

1. A physical or electronic signature of a person authorised to act on behalf of the copyright owner.
2. Identification of the copyright work that you claim has been infringed.
3. Definitive identification of the copyright material that you claim has been infringed and which you wish to have removed from the App. Providing a complete URL in the body of an email is the best way to help us locate such material quickly.
4. Full information regarding the person making the complaint including:
   1. Name (and company number and place of incorporation if appropriate).
   2. Address.
   3. Telephone and email contact.
   4. A statement that the person making the complaint owns the copyright material or is duly authorised to make this complaint on behalf of an identified copyright owner.

Your written notice should be sent to [email protected]