Terms of service

Version: draft. Effective date: [effective date]. Last updated: [effective date].

1. Who we are and who these terms are for

Restorable is operated by Brindleford Technologies Ltd, a company registered in England and Wales with company number [company number], whose registered office is at [registered office address] ("we", "us", "our"). Our contact address for these terms is hello@restorable.cloud.

These terms apply to you if you register an account for the Restorable service ("you", "your", "the Customer"). Restorable is offered to businesses only. By registering you confirm that you are acting in the course of a business and not as a consumer, and that the person accepting these terms has authority to bind your organisation. Nothing in these terms is intended to exclude rights that cannot lawfully be excluded.

2. What the service is

Restorable backs up Microsoft 365 data from tenants you connect, writes it in encrypted form to storage you provide, indexes metadata so it can be searched, and restores or exports it on your instruction. The service comprises the console at app.restorable.cloud, the API at api.restorable.cloud, the downloadable recovery tool, and any agent software we make available to you.

We may change or improve the service. We will not remove a material feature you rely on without giving you [notice period for material changes] notice by email to your account's owners and admins.

3. Your account

• You are responsible for everything done under your account, including by your staff and by anyone using an API key you created.
• You will keep credentials confidential, use a distinct account per person rather than shared logins, and remove access promptly when someone leaves.
• We recommend that every account uses the second factor available in the console. Where the loss of a credential is caused by your failure to keep it confidential, the consequences are yours.
• You will keep your billing contact details and your owners' email addresses current, because that is where notices under these terms are sent.

4. Connecting Microsoft 365 tenants

You may connect a Microsoft 365 tenant only where you have the authority of the organisation that controls it to do so, and where that organisation has been told that its data will be backed up by a third party on your instruction. You are responsible for having whatever agreement, consent or lawful basis your own relationship with that organisation requires. We rely on your instruction and do not independently verify it.

Your use of Microsoft 365 remains governed by your customers' own agreements with Microsoft. We access their tenants under the consent their administrator grants and only for the purposes of the service.

5. Your storage

• Backup data is written to an S3-compatible bucket that you provide, with a provider you choose, under your own contract with that provider. You pay that provider directly.
• You are responsible for the bucket's existence, capacity, region, retention or object-lock settings, lifecycle rules, versioning and access controls, and for the credentials you give us.
• If your bucket becomes unavailable, full, or is emptied, backups will fail and previously written data may be lost. We cannot recreate data we no longer hold and never held a second copy of.
• You are responsible for the lawfulness of the storage location you choose, including any transfer of personal data outside the United Kingdom or European Economic Area that your choice of region entails.

6. The recovery passphrase

The recovery passphrase you set is never stored by us in any form from which it can be recovered. If you lose it, we cannot retrieve it for you. You can replace it from the console, which rewraps your keys under a new passphrase and invalidates any bundle you downloaded before. Keep it in a password manager and keep a current recovery bundle. Failure to do so does not create a liability for us.

7. Fees and payment

• Fees are charged per protected user per month at the rate for that client's frequency tier, plus the unlimited retention add-on where a policy has no retention limit, as set out on our pricing page and at the rates shown in the console.
• A period is billed on the highest daily count of protected users per client and tier in that period.
• Your first Microsoft 365 tenant receives two free seats. The allowance is per account, not per tenant, and we may change it for new accounts on notice, without withdrawing it from yours.
• Billing runs monthly on the day of the month you registered. Days 29 to 31 fall on the last day of shorter months. The first invoice after you set up billing covers the part-period to that day.
• We will email your owners and admins the line items, subtotal, charge date and payment method at least three days before each charge. The amount may rise after that email if you protect more users in the interim.
• Payment is by card or UK Direct Debit (Bacs) through our payment processor, Stripe. We do not receive or store your card or bank details.
• All fees are exclusive of VAT and any other applicable tax, which is added where it applies.
• Rates may change on [notice period for price changes] notice by email. If you do not accept a change you may terminate under clause 9 before it takes effect.

8. Late or failed payment

If a payment fails, your account is marked past due and our payment processor will retry on its own schedule. We may suspend the service if an invoice remains unpaid [days before suspension] days after its due date, having first emailed your owners and admins. We may charge interest on overdue sums at [interest rate, for example 4% above the Bank of England base rate]. Suspension does not delete your data, and it does not affect your ability to read your own bucket with your own passphrase and recovery bundle.

9. Term, termination and what happens to data

• These terms run from registration until terminated. Either of us may terminate for convenience by giving [notice period] notice in writing, effective at the end of the then-current billing period. Fees already incurred remain payable, and we do not refund part periods except where the law requires it.
• Either of us may terminate immediately on written notice if the other commits a material breach and fails to remedy it within 30 days of being asked to, or becomes insolvent.
• We may suspend an account immediately, and terminate it on notice, for a breach of the acceptable use policy that presents a risk to the service, to other customers or to anyone's data.
• On termination your backup data stays in your bucket. We stop running backups, and we delete or return the account data and index we hold in accordance with the data processing agreement. Download a current recovery bundle and your client manifests before your account closes: the bundle and your passphrase are what let you read your own bucket afterwards.
• We will keep the account and index available for [post-termination access window] after termination so that you can export what you need, unless termination was for a breach that makes that inappropriate.

10. Availability and support

We aim to keep the service available and to run backups on the schedules you set, but we do not currently offer a contractual uptime commitment or service credits: [uptime commitment]. Support is by email to hello@restorable.cloud during [support hours], with a target first response of [first response target]. Scheduled maintenance is announced in advance where it will be disruptive.

The service depends on Microsoft Graph and on your storage provider. Throttling, outages, permission changes or policy changes at either can delay or fail a run, and that is outside our control.

11. Acceptable use

The acceptable use policy forms part of these terms.

12. Data protection

Each of us will comply with applicable data protection law. The data processing agreement forms part of these terms and governs our processing of personal data on your behalf. The privacy notice explains what we do with personal data for which we are the controller, such as your users' account details.

13. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of these terms, and protect it with at least reasonable care. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law or a regulator, in which case the disclosing party is told first where it is lawful to do so.

14. Intellectual property

We own the service, our software and our documentation, and nothing here transfers that to you. You get a non-exclusive, non-transferable right to use the service for your own business and for the customers you manage, for as long as these terms are in force. You own your data and your customers' data, and you grant us only the rights we need to provide the service to you. Feedback you send us may be used freely, without obligation to you.

The recovery tool is published so that you can read your own data. Any open source components we distribute come with their own licences, which govern them.

15. Warranties

We warrant that we will provide the service with reasonable skill and care. Otherwise, and to the fullest extent the law allows, the service is provided as is, and we exclude all other warranties, conditions and terms implied by statute or common law. In particular we do not warrant that the service will be uninterrupted or error free, that every item in a source system will be captured, or that a restore into a live Microsoft 365 tenant will always be possible: Microsoft may refuse, alter or remove restored items for reasons of its own.

16. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Neither of us is liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
• Our total liability arising out of or in connection with these terms is limited to [liability cap, for example the fees you paid in the 12 months before the claim].
• We are not liable for loss or corruption of data to the extent it is caused by your storage provider, your bucket configuration, your loss of your recovery passphrase, your failure to keep a current recovery bundle, or an act or omission of Microsoft.

[This clause must be reviewed by a solicitor. The cap, the exclusions and the treatment of data loss in a backup product are the commercially significant points and are deliberately left open here.]

17. Indemnity

You will indemnify us against claims brought by a third party, including a customer whose tenant you connected, arising from your breach of clause 4 or of the acceptable use policy, up to [indemnity cap].

18. General

• Sub-processors. We use the organisations listed on the sub-processors page and may change them on notice as set out in the data processing agreement.
• Force majeure. Neither of us is liable for a failure caused by an event beyond reasonable control, for as long as it lasts.
• Assignment. You may not assign these terms without our written consent. We may assign them to a group company or to a buyer of the business, on notice to you.
• Third parties. Nobody other than you and us has rights under these terms.
• Variation. We may change these terms on [notice period for terms changes] notice by email to your owners and admins. Continuing to use the service after the change takes effect is acceptance of it.
• Entire agreement. These terms, the acceptable use policy and the data processing agreement are the whole agreement between us on their subject matter and replace anything said or written beforehand, except for fraudulent statements.
• Notices. Notices to you go to the email addresses of your account's owners and admins. Notices to us go to hello@restorable.cloud and, where a clause requires writing, also to our registered office.
• Severance. If a provision is unenforceable, the rest stands.
• Waiver. A delay in enforcing a right is not a waiver of it.

19. Governing law and jurisdiction

These terms and any dispute arising out of them, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.