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Last updated: 14 May 2026
These General Terms and Conditions ("General Terms") govern the supply of products and services by Constant Edge ("Services") and are entered into between the customer ("Customer") and the applicable Constant Edge entity identified in the Customer Agreement or Invoice that references these General Terms.
As used in these General Terms, "Constant Edge" means:
(a) Constant Edge, Inc. (a Delaware corporation with a place of business at 2093 Philadelphia Pike, Suite 3075, Claymont, DE 19703, United States), where Customer is domiciled in the United States; or
(b) Constant Edge Ltd. (a company registered in England and Wales with a place of business at Higher Mill, Buckfast Abbey, Buckfastleigh, Devon, TQ11 0EE, United Kingdom), where Customer is domiciled in any other jurisdiction.
1.1 In these General Terms, the following capitalised terms have the meanings set out below:
"Customer Agreement" means the order form, proposal, quote or other purchase document executed by Customer or issued by Constant Edge and accepted by Customer (including by payment of an Invoice), which identifies the Services, Quantity, Unit Price, Subscription Term and any Professional Services.
"Customer Data" means any data, content or materials submitted, uploaded or otherwise provided to the Services by or on behalf of Customer, including data processed by the Services on Customer's behalf.
"Documentation" means the then-current user documentation made available by Constant Edge or the relevant Vendor for the Services.
"Invoice" means an invoice issued by Constant Edge to Customer for the Services.
"Mailbox" means a single user mailbox, account or seat protected by, or entitled to use, the applicable Service.
"Professional Services" means any consultancy, deployment, configuration, migration or other professional services provided by Constant Edge as set out in a Customer Agreement.
"Quantity" means the number of Mailboxes, seats, users or other units of Service set out in the Customer Agreement.
"Services" means the third-party software-as-a-service products and related Professional Services supplied by Constant Edge under the Customer Agreement.
"Subscription Term" means the initial term of each Service as set out in the Customer Agreement, and any renewal terms thereafter.
"Unit Price" means the per-unit price of a Service as set out in the Customer Agreement or Invoice.
"Vendor" means the third-party software provider of a Service, including those listed in Exhibit A.
"Vendor Terms" means the end-user licence agreement, acceptable use policy, service level agreement, data processing addendum and any other terms issued by the relevant Vendor from time to time, as referenced in Exhibit A.
2.1 Provision of Services. Constant Edge will make the Services available to Customer during the Subscription Term in accordance with these General Terms, the Customer Agreement and the applicable Vendor Terms.
2.2 Vendor Terms. Customer acknowledges that the Services are supplied by the relevant Vendor and that Customer's use of each Service is subject to the applicable Vendor Terms set out in Exhibit A. In the event of conflict, the Vendor Terms govern the technical operation of the relevant Service and these General Terms govern the commercial relationship between Customer and Constant Edge.
2.3 Changes to Services. The Services are offered as software-as-a-service and the features, service levels and support description may change from time to time at the discretion of the relevant Vendor. If any such change results in a material degradation of a Service, Customer may give written notice to Constant Edge describing the degradation. If the identified degradation is not corrected within thirty (30) days of Constant Edge's receipt of such notice, Customer may terminate the affected Services and receive a pro-rata refund of any prepaid fees for the remainder of the then-current Subscription Term.
3.1 Customer is responsible for:
(a) the accuracy, quality, integrity and legality of Customer Data;
(b) obtaining all consents, authorisations and rights required to submit Customer Data to the Services;
(c) compliance with all applicable laws in its use of the Services;
(d) maintaining the security of its user credentials; and
(e) complying with the acceptable use policies set out in the applicable Vendor Terms.
3.2 Customer will not, and will not permit any third party to:
(a) resell, sublicense or otherwise make the Services available to any third party other than its affiliates and permitted end users;
(b) use the Services to send or store unlawful, infringing, defamatory or harmful content;
(c) reverse engineer, decompile or attempt to derive the source code of any component of the Services; or
(d) use the Services in breach of any applicable Vendor Terms or any export control or sanctions law.
4.1 Term and Auto-Renewal. These General Terms take effect on the first date a Subscription Term is in effect and continue until all Subscription Terms have expired or been terminated. Each Subscription Term will renew automatically for successive terms of the same length, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
4.2 Termination for Breach. Either party may terminate these General Terms (and any affected Customer Agreement) immediately on written notice if the other party commits a material breach and fails to cure that breach within thirty (30) days of written notice requiring it to do so.
4.3 Termination for Insolvency. Either party may terminate these General Terms immediately on written notice if the other party: (a) becomes insolvent or is unable to pay its debts as they fall due; (b) has a bankruptcy, administration, liquidation or insolvency petition filed by or against it; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) has a receiver, administrator, trustee or custodian appointed over a material part of its assets.
4.4 Suspension for Non-Payment. Constant Edge may suspend the Services if Customer fails to pay any undisputed invoiced amount within thirty (30) days of the due date and fails to pay within a further ten (10) days of written notice. Suspension does not relieve Customer of its payment obligations, and Constant Edge may resume Services promptly on receipt of full payment.
4.5 Effect of Termination. On termination or expiry of any Service:
(a) Customer's right to use the affected Service ends immediately;
(b) Customer will pay all accrued but unpaid fees up to the effective date of termination;
(c) each party will return or, at the other party's option, destroy the Disclosing Party's Confidential Information in its possession, save for copies held in archive back-ups or required to be retained by applicable law; and
(d) Customer is responsible for exporting or retrieving Customer Data from the Services before the effective date of termination, subject to the export capabilities provided by the relevant Vendor.
4.6 Survival. Clauses 1 (Definitions), 3 (Customer Obligations), 4.5 (Effect of Termination), 4.6 (Survival), 5 (Fees and Payment) in respect of accrued fees, 6 (Data Protection and Security) to the extent required by law, 7 (Intellectual Property and Feedback), 8 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability) and 12 (General) survive termination or expiry of these General Terms.
5.1 Fees. Customer will pay the fees set out in the Customer Agreement or Invoice. Unless otherwise stated, fees for subscription Services are invoiced annually in advance.
5.2 Professional Services. Unless otherwise agreed in the Customer Agreement, fees for Professional Services are invoiced 50% on signature of the Customer Agreement and 50% on completion.
5.3 Payment Terms. Invoices are payable net thirty (30) days from the invoice date in the currency stated on the Invoice.
5.4 Disputed Invoices. If Customer disputes any part of an Invoice in good faith, Customer must notify Constant Edge in writing within thirty (30) days of receipt of the Invoice, setting out the basis for the dispute, and pay any undisputed amounts in accordance with clause 5.3. The parties will work together in good faith to resolve the dispute promptly.
5.5 Late Payment. Undisputed amounts not paid by the due date will accrue interest at the rate of:
(a) for Customers contracting with Constant Edge, Inc., one per cent (1%) per month or the maximum rate permitted by applicable law, whichever is lower; and
(b) for Customers contracting with Constant Edge Ltd., four per cent (4%) per annum above the Bank of England base rate,
in each case from the due date until paid. Customer will reimburse Constant Edge's reasonable costs of collection, including reasonable legal fees.
5.6 Taxes. Fees are exclusive of all taxes, levies and duties (including VAT, sales tax, withholding tax and customs duties). Customer is responsible for all such taxes, other than taxes on Constant Edge's net income.
5.7 Mid-Term Changes. During a Subscription Term:
(a) Customer may increase Quantity or add Services at any time, for which additional pro-rata fees will apply;
(b) Customer may not reduce Quantity, downgrade or remove Services, except on renewal; and
(c) the Unit Price for Services ordered will not increase during the then-current Subscription Term, except where Customer requests an increase in Quantity to which different tier pricing applies.
5.8 Renewal Changes. Changes to Unit Price, Quantity or scope of Services at renewal may take effect at the start of a new Subscription Term only where the party proposing the change gives the other written notice at least sixty (60) days before the renewal date. For clarity:
(a) Constant Edge will not reduce fees on the basis of customer-requested Quantity reductions or scope changes received fewer than thirty (30) days before the renewal date; and
(b) if Constant Edge proposes a price increase on less than sixty (60) days' notice, Customer's deadline for giving notice of non-renewal under clause 4.1 will be extended to thirty (30) days after Customer's receipt of the price change notice.
6.1 Customer Data Ownership. As between the parties, Customer owns all right, title and interest in Customer Data. Constant Edge acquires no rights in Customer Data other than the limited rights necessary to provide the Services.
6.2 Data Protection. Each party will comply with its obligations under applicable data protection laws, including (as applicable) the UK GDPR, the EU General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018 and the California Consumer Privacy Act and California Privacy Rights Act. Where personal data is processed by the relevant Vendor on Customer's behalf in the course of providing a Service, the processing is governed by the Vendor's data processing addendum referenced in Exhibit A, which is incorporated into these General Terms by reference.
6.3 Security. Constant Edge will maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer's Confidential Information and Customer Data from unauthorised access, use or disclosure. Technical security of the underlying Services is the responsibility of the relevant Vendor and is addressed in the applicable Vendor Terms.
6.4 International Transfers. Customer acknowledges that the Services may involve processing and storage of Customer Data outside Customer's country of domicile, including in the United States. Such transfers are governed by the transfer mechanisms set out in the applicable Vendor's data processing addendum.
7.1 Reservation of Rights. All right, title and interest in and to the Services, Documentation and any related intellectual property rights are owned by the relevant Vendor or Constant Edge (as applicable). Customer is granted only the limited right to use the Services during the Subscription Term in accordance with these General Terms and the applicable Vendor Terms. No rights are granted by implication, estoppel or otherwise.
7.2 Feedback. If Customer provides feedback, suggestions or ideas relating to the Services ("Feedback"), Customer grants Constant Edge and the relevant Vendor a perpetual, worldwide, royalty-free, transferable and sublicensable licence to use and exploit such Feedback for any purpose, without attribution or compensation.
7.3 Aggregated Data. Constant Edge may use anonymised, aggregated data derived from the operation of the Services (not identifying Customer or any individual) for the purposes of operating, improving and benchmarking the Services.
8.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. Information regarding the performance, functionality and reliability of the Services, and Constant Edge's pricing, is Constant Edge's Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to receipt from the Disclosing Party without obligation of confidence; (c) was received from a third party without breach of any confidentiality obligation; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
8.2 Obligations. The Receiving Party will:
(a) use the Disclosing Party's Confidential Information solely to perform its obligations or exercise its rights under these General Terms;
(b) disclose Confidential Information only to employees, agents, professional advisers and contractors who have a need to know and who are bound by written confidentiality obligations no less protective than those in this clause 8; and
(c) protect Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, and no less than a reasonable standard of care.
The obligations in this clause 8 continue for five (5) years after termination of these General Terms, save that obligations in respect of trade secrets continue for as long as they remain trade secrets under applicable law.
8.3 Permitted Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or binding regulatory demand, provided that (where permitted by law) it gives the Disclosing Party reasonable prior notice and cooperates, at the Disclosing Party's expense, in any effort to limit or contest such disclosure.
8.4 Injunctive Relief. Each party acknowledges that breach of this clause 8 may cause irreparable harm for which damages would not be an adequate remedy, and either party may seek injunctive or equitable relief in any court of competent jurisdiction.
9.1 Mutual Warranties. Each party warrants that it has full power and authority to enter into and perform these General Terms.
9.2 Service Warranty. Constant Edge warrants that the Services will materially conform to the applicable Documentation during the Subscription Term. Customer's sole and exclusive remedy, and Constant Edge's entire liability, for breach of this warranty is (at Constant Edge's option) (a) to procure correction of the non-conformance by the relevant Vendor or (b) to terminate the affected Service and refund any prepaid fees for the unused portion of the then-current Subscription Term.
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE 9, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONSTANT EDGE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND UNINTERRUPTED OR ERROR-FREE OPERATION.
10.1 Constant Edge Indemnity. Constant Edge will defend Customer against any third-party claim that the Services as supplied infringe the intellectual property rights of a third party, and will pay damages and reasonable legal fees finally awarded against Customer (or agreed in settlement) in respect of such claim, provided that Customer: (a) notifies Constant Edge promptly in writing; (b) gives Constant Edge sole control of the defence and settlement; and (c) provides reasonable cooperation at Constant Edge's expense.
10.2 Customer Indemnity. Customer will defend Constant Edge and the relevant Vendor against any third-party claim arising out of: (a) Customer Data; (b) Customer's use of the Services in breach of these General Terms or the applicable Vendor Terms; or (c) Customer's violation of applicable law, and will pay damages and reasonable legal fees finally awarded (or agreed in settlement) in respect of such claim.
10.3 Mitigation. If the Services become, or in Constant Edge's reasonable opinion are likely to become, the subject of an infringement claim, Constant Edge may at its option: (a) procure the right for Customer to continue using the Services; (b) modify the Services so as not to infringe; or (c) terminate the affected Services and refund any prepaid fees for the unused portion of the then-current Subscription Term.
10.4 Exclusive Remedy. This clause 10 states each party's sole liability and exclusive remedy in respect of third-party intellectual property infringement claims.
11.1 Excluded Losses. Subject to clause 11.3, neither party will be liable to the other for any: (a) loss of profit, revenue, business, goodwill or anticipated savings; (b) loss or corruption of data; (c) loss arising from business interruption; or (d) indirect, consequential, special or punitive losses, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not foreseeable.
11.2 Aggregate Cap. Subject to clause 11.3, each party's total aggregate liability arising out of or in connection with these General Terms (whether in contract, tort, negligence, breach of statutory duty or otherwise) in any twelve (12) month period will not exceed the total fees paid or payable by Customer to Constant Edge under the applicable Customer Agreement in the twelve (12) months immediately preceding the event giving rise to the liability.
11.3 Unlimited Liability. Nothing in these General Terms excludes or limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) Customer's payment obligations; (d) either party's indemnification obligations under clause 10; (e) breach of clause 8 (Confidentiality); or (f) any other liability that cannot be excluded or limited under applicable law.
12.1 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, civil unrest, acts of war or terrorism, labour disputes, government actions, internet or telecommunications failures, and cyberattacks affecting a third-party provider. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services on written notice.
12.2 Assignment. Neither party may assign these General Terms without the other's prior written consent (not to be unreasonably withheld), except that either party may assign these General Terms without consent to a successor in interest by way of merger, acquisition or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these General Terms.
12.3 Legal Demands. Notwithstanding any other provision, Customer Data may be retained and disclosed by Constant Edge or the relevant Vendor as required to comply with applicable laws, regulations, subpoenas or court orders. Where permitted by law, Constant Edge will give reasonable prior notice to Customer to enable Customer to seek a protective order and will cooperate (at Customer's expense) in any such action. Only information reasonably necessary to meet the legal requirement will be disclosed.
12.4 Notices. Business communications in connection with these General Terms may be given by email to the address set out in the Customer Agreement or as subsequently notified.
12.5 Entire Agreement. These General Terms (together with any Customer Agreement and Exhibit A) constitute the entire agreement between the parties in respect of the Services and supersede all prior agreements, representations and communications. Neither party has relied on any representation not set out in these General Terms. No purchase order or similar document issued by Customer will modify these General Terms; any such document is accepted by Constant Edge for administrative purposes only.
12.6 Modifications. Any variation of these General Terms must be in writing and signed by an authorised representative of each party.
12.7 Severability. If any provision is held to be unenforceable, it will be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
12.8 Waiver. No failure or delay in exercising any right will operate as a waiver, and no single or partial exercise will preclude any further exercise of that or any other right.
12.9 No Third-Party Rights. A person who is not a party to these General Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term. This clause does not affect any right or remedy of a third party that exists independently of that Act.
12.10 Independent Contractors. The parties are independent contractors. Nothing in these General Terms creates any partnership, joint venture, agency or employment relationship.
12.11 Export Controls and Sanctions. Each party will comply with all applicable export control and sanctions laws, including those of the United States (including the US Export Administration Regulations and sanctions administered by OFAC), the United Kingdom (including sanctions administered by OFSI), and the European Union. Customer warrants that it is not a restricted or sanctioned party and will not use the Services in or for the benefit of any sanctioned jurisdiction or restricted party.
12.12 Governing Law.
(a) Where Customer contracts with Constant Edge, Inc., these General Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
(b) Where Customer contracts with Constant Edge Ltd., these General Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Terms and Conditions: https://www.carbonite.com/legal/cloud-terms-and-conditions
Service-Specific Terms: https://www.carbonite.com/legal/service-specific-terms-addendum (section 5 only applicable)
Service Level Agreement: https://www.carbonite.com/legal/service-level-addendum
Privacy Policy: https://www.opentext.com/about/privacy
California Consumer Privacy Act (CCPA): CloudAlly is compliant with CCPA as a Service Provider. CCPA Addendum available on request from Constant Edge.
GDPR / DPA: https://cdn.prod.website-files.com/6192d00bee4334aae1d1ab97/6475c5e31d2a0976be1e7891_OpenText%20DPA.pdf
FINRA Compliance: https://support.cloudally.com/hc/en-us/articles/360017262300-Immutable-Data-Lock-Backup-For-FINRA-SEC-Compliance
Business Associate Agreement (BAA): Signed BAA available on request from Constant Edge.
ISO 27001 Certification: Certificate available on request from Constant Edge.
End User Licence Agreement: https://www.proofpoint.com/sites/default/files/legal-documents/pfpt-en-essentials-eula.pdf
Service Level Agreement: https://www.proofpoint.com/sites/default/files/legal-documents/pfpt-en-proofpoint-essentials-sla.pdf
Data Security, Protection, Audit and Compliance Policy: https://www.proofpoint.com/sites/default/files/legal-documents/pfpt-en-data-security-policy.pdf
Data Processing Agreement: https://www.proofpoint.com/sites/default/files/legal-documents/pfpt-en-dpa.pdf
Business Associate Agreement (BAA): Signed BAA available on request from Constant Edge.
End User Licence Agreement: https://ironscales.com/hubfs/Ironscales%20EULA%20Template%20(April%202023).pd
