Clinked Terms of Service

Last Updated: 27 October 2026

1. ACCEPTANCE OF TERMS

These Terms of Service (“Terms”) constitute a legally binding agreement between Rabbitsoft Ltd, trading as Clinked (“Rabbitsoft”, “Clinked”, “we”, “us” or “our”), and the individual, company or organisation accessing or using the Clinked services (“Customer”, “you” or “your”).

By registering for, purchasing, accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy and, where applicable, our Data Processing Agreement (“DPA”).

Where you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.

The Service is intended primarily for business and professional use.

If you do not agree to these Terms, you must not access or use the Service.

2. DESCRIPTION OF SERVICE

Clinked provides a cloud-based client portal, collaboration, document management and information-sharing platform, including associated applications, integrations, APIs and related services (collectively, the “Service”).

The features, storage capacity, user limits, functionality and other entitlements available to Customers depend on their subscription package and any applicable Order Form.

Rabbitsoft reserves the right to improve, modify, replace or discontinue features of the Service.

Rabbitsoft will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid subscription during its current term, except where reasonably necessary for security, legal compliance or circumstances beyond Rabbitsoft’s reasonable control.

3. REGISTRATION AND ACCOUNT RESPONSIBILITIES

Customers must provide accurate, current and complete information when registering for the Service.

Customers are responsible for maintaining the confidentiality of their account credentials and ensuring that authorised users comply with these Terms.

Customers are responsible for activities conducted through accounts under their control, except to the extent caused by Rabbitsoft’s breach of its obligations.

Customer administrators are responsible for managing user permissions, access rights and workspace membership.

Customers must promptly notify Rabbitsoft of suspected unauthorised account access or security breaches.

Rabbitsoft may require additional account verification where reasonably necessary to protect the security of the Service.

4. SUBSCRIPTIONS, PAYMENT AND AUTOMATIC RENEWAL

4.1 Subscription Terms

Paid subscriptions may be purchased on monthly, annual (12-month) or two-year (24-month) terms, as specified at purchase or in an applicable Order Form.

The Subscription Term is the contractual period purchased by the Customer.

Where a subscription is subject to an expressly agreed minimum commitment, payment frequency does not alter the duration of that commitment.

4.2 Automatic Renewal

All paid subscriptions automatically renew for successive periods of the same duration unless valid notice of non-renewal is provided in accordance with these Terms.

4.3 Monthly Subscriptions

Monthly subscriptions automatically renew for successive one-month periods.

Customers may cancel a monthly subscription at any time before the next scheduled renewal date.

No additional advance notice period is required.

Cancellation takes effect at the end of the current paid subscription period.

4.4 Annual and Two-Year Subscriptions

Annual and two-year subscriptions automatically renew for successive periods of twelve (12) or twenty-four (24) months respectively.

To prevent automatic renewal, the Customer must provide Rabbitsoft with written notice of non-renewal at least sixty (60) calendar days before the end of the current Subscription Term.

If valid written notice is not received within this period, the subscription shall automatically renew for a further term of the same duration.

The Customer shall remain responsible for all subscription fees applicable to the renewed Subscription Term.

4.5 Written Notice of Cancellation

Written notice of cancellation or non-renewal must be submitted through an authorised cancellation mechanism provided by Rabbitsoft or by email to an address designated by Rabbitsoft for subscription cancellations.

A cancellation request submitted through an authorised mechanism and acknowledged as received constitutes written notice.

The notice must reasonably identify the Customer account and subscription concerned.

Cancellation notices shall be effective when received through an authorised channel, subject to applicable law.

4.6 Subscription Fees and Refunds

All subscription fees are payable in accordance with the applicable billing arrangements.

Except where expressly agreed in writing or required by applicable law, subscription fees are non-refundable.

No refunds, credits or prorated reimbursements shall be provided for unused portions of subscription periods following voluntary cancellation.

4.7 Payment Obligations

Discontinuing use of the Service, removing payment information or cancelling a recurring payment authorisation does not, by itself, terminate an active subscription or release the Customer from contractual payment obligations.

All fees validly incurred under the applicable Subscription Term remain payable.

4.8 Taxes

Fees are exclusive of applicable VAT, sales taxes and other taxes unless expressly stated otherwise.

Customers are responsible for applicable transaction taxes, excluding taxes on Rabbitsoft’s income.

4.9 Late Payments

Rabbitsoft may suspend access to the Service where payments remain overdue following reasonable notice.

Rabbitsoft reserves the right to recover overdue amounts, applicable interest and reasonable recovery costs to the extent permitted by law.

5. MODIFICATIONS TO FEES AND SUBSCRIPTION PACKAGES

Rabbitsoft reserves the right to introduce, modify or discontinue subscription packages and pricing.

Unless otherwise agreed, price increases for existing annual and two-year subscriptions shall take effect at renewal.

Rabbitsoft will ordinarily provide at least sixty (60) days’ advance notice of renewal price increases for annual and two-year subscriptions.

Monthly subscription pricing may be amended following reasonable advance notice, subject to applicable law.

Any expressly agreed pricing provisions in a signed Order Form shall prevail over conflicting standard pricing provisions.

6. UPGRADES AND DOWNGRADES

Customers may request subscription upgrades or downgrades where permitted by their subscription package.

Upgrades may take effect immediately, with additional fees calculated according to the applicable pricing arrangements.

Downgrades shall ordinarily take effect at the next applicable renewal date unless Rabbitsoft expressly agrees otherwise.

Downgrades do not automatically entitle Customers to refunds or credits for unused subscription periods.

Changes to a subscription do not automatically cancel separately purchased add-ons.

7. MOBILE APPLICATIONS AND WHITE-LABEL MOBILE APPLICATION SERVICES

7.1 Standard Clinked Mobile Applications

Rabbitsoft provides standard Clinked mobile applications for supported iOS and Android devices.

These applications are available to eligible Clinked subscription customers without an additional mobile application subscription fee.

7.2 White-Label Mobile Applications

Rabbitsoft offers an optional customised white-label mobile application service (“White-Label Mobile App”) as a separately chargeable add-on.

The service may include custom branding, configuration, development, deployment preparation, maintenance and related services as agreed between Rabbitsoft and the Customer.

7.3 Setup Fee

The White-Label Mobile App is subject to a one-time setup fee, payable in full upon acceptance of the order unless otherwise agreed in writing.

The setup fee covers administration, resource allocation, configuration, development, customisation and preparation activities.

The setup fee is non-refundable once the order has been accepted by Rabbitsoft, including where the Customer cancels the order before, during or after development, configuration or delivery.

This provision does not exclude remedies arising from Rabbitsoft’s material breach or other rights that cannot lawfully be excluded.

7.4 Subscription Commencement

The recurring White-Label Mobile App subscription shall commence when Rabbitsoft notifies the Customer that the customised application is ready for deployment or publication (the “App Ready Date”).

Rabbitsoft shall determine the App Ready Date reasonably following completion of the agreed development, configuration and customisation work.

Subscription billing shall not depend on the Customer’s actual use of the application or its subsequent publication or approval by third-party application stores.

7.5 Subscription Fees and Billing Frequency

In addition to the setup fee, the White-Label Mobile App is subject to a recurring subscription fee.

Unless otherwise agreed in writing, the billing frequency shall correspond to the Customer’s underlying Clinked subscription.

Customers paying monthly for Clinked shall be billed monthly for the White-Label Mobile App.

Customers paying annually for Clinked shall be billed annually for the White-Label Mobile App.

Customers paying for a two-year Clinked subscription shall be billed for the White-Label Mobile App on the corresponding two-year billing cycle.

The White-Label Mobile App may have a different renewal date from the underlying Clinked subscription because its subscription begins on the App Ready Date.

7.6 Automatic Renewal and Cancellation

White-Label Mobile App subscriptions automatically renew for successive periods of the same duration.

Monthly subscriptions may be cancelled before the next scheduled renewal date without additional advance notice.

Annual and two-year subscriptions require at least sixty (60) calendar days’ written notice of non-renewal before the end of the current White-Label Mobile App Subscription Term.

Failure to provide valid notice within the required period results in automatic renewal for a further term of the same duration.

The Customer remains responsible for the applicable subscription fees for that renewed term.

7.7 Independent Cancellation

The White-Label Mobile App may be cancelled independently of the underlying Clinked subscription, subject to the applicable notice requirements.

Cancellation of the White-Label Mobile App does not terminate or otherwise affect the Customer’s underlying Clinked subscription.

Cancellation takes effect at the end of the applicable White-Label Mobile App Subscription Term.

7.8 Non-Refundable Fees

All White-Label Mobile App setup fees and subscription fees are non-refundable, except where expressly agreed in writing or required by applicable law.

No refunds, partial refunds, credits or prorated reimbursements shall be provided for voluntary cancellation before or during development, cancellation after delivery, unused subscription periods or a Customer’s decision not to launch, publish, activate or use the application.

7.9 Customer Responsibilities

Customers must provide required branding materials, information, approvals and access in a timely manner.

Delays attributable to the Customer may affect development and delivery schedules.

Such delays shall not automatically entitle the Customer to a refund of the setup fee.

7.10 Third-Party Application Stores

Development, publication, distribution and continued availability may be subject to the requirements and approval processes of third-party application stores, including Apple App Store and Google Play.

Rabbitsoft cannot guarantee approval, publication or continued availability by third-party application store operators.

Rabbitsoft shall not be responsible for decisions outside its reasonable control, except to the extent caused by its own contractual breach.

7.11 Dependency on the Clinked Service

The White-Label Mobile App requires an active Clinked subscription.

Termination or expiration of the underlying Clinked subscription may result in suspension or termination of the White-Label Mobile App.

Any refund entitlement arising from such termination shall be determined by these Terms, the applicable Order Form and mandatory law.

8. CUSTOMER CONTENT

Customers retain ownership of all content uploaded, created, stored or shared through the Service (“Customer Content”).

Customers grant Rabbitsoft a limited, non-exclusive licence to host, store, reproduce, transmit, process and display Customer Content solely as reasonably necessary to provide, maintain, secure and support the Service and perform contractual obligations.

Rabbitsoft does not acquire ownership of Customer Content.

Rabbitsoft shall not sell Customer Content or use confidential Customer Content for unrelated advertising or marketing purposes.

Customers are responsible for ensuring that they have the necessary rights and lawful basis to upload and process Customer Content.

Rabbitsoft may access or disclose Customer Content where reasonably necessary to provide the Service, comply with applicable law, investigate security incidents or enforce these Terms, subject to applicable confidentiality and data protection obligations.

9. ACCEPTABLE USE

Customers must not use the Service to:

(a) Conduct unlawful or fraudulent activities.

(b) Infringe intellectual property rights.

(d) Interfere with the security or operation of the Service.

(e) Attempt unauthorised access to systems or data.

(f) Circumvent technical restrictions or usage limits.

(g) Harass, threaten or unlawfully discriminate against others.

(h) Upload or distribute content that violates applicable law.

(i) Reverse engineer the Service except where permitted by mandatory law.

(j) Use the Service in a manner that materially threatens its availability, integrity or security.

Rabbitsoft may investigate suspected violations and take appropriate action, including suspension of affected accounts.

10. DATA STORAGE, RETENTION AND DELETION

Rabbitsoft shall maintain Customer Content in accordance with its applicable service commitments, security practices and Data Processing Agreement.

Customers remain responsible for managing access permissions and maintaining independent copies of critical information where appropriate.

Following termination, Customer Content shall be handled in accordance with the applicable DPA and documented retention procedures.

Rabbitsoft may delete Customer Content following the applicable retrieval or retention period, subject to legal obligations.

Rabbitsoft does not guarantee that deleted Customer Content can be recovered.

Any contractual data export period shall be consistent with the applicable DPA.

11. API AND INTEGRATIONS

Subject to applicable subscription entitlements, Rabbitsoft grants Customers a limited, non-exclusive, non-transferable right to access approved APIs.

Customers are responsible for their integrations, API credentials and compliance with applicable laws.

Rabbitsoft may apply reasonable rate limits, security controls and technical restrictions.

Rabbitsoft may suspend API access where necessary to prevent abuse or protect security.

Authorised white-label Customers may use approved branding, custom domains and integrations according to their subscription entitlements.

White-label functionality does not transfer ownership of Rabbitsoft software, APIs or intellectual property.

Customers must not misrepresent ownership of the underlying Clinked technology.

Rabbitsoft may modify APIs and shall use commercially reasonable efforts to provide advance notice of material changes where practicable.

12. DATA PROTECTION AND PRIVACY

Each party shall comply with applicable data protection legislation.

Where Rabbitsoft processes personal data on behalf of a Customer, the Clinked Data Processing Agreement applies and is incorporated into these Terms.

Rabbitsoft may act as an independent controller for personal data processed for its own business purposes, as described in its Privacy Policy.

Where the DPA conflicts with these Terms concerning processing on behalf of a Customer, the DPA shall prevail.

International transfers of personal data shall be governed by applicable law and the relevant transfer provisions of the DPA.

13. THIRD-PARTY SERVICES

The Service may integrate with third-party applications and services.

Third-party services may be subject to separate contractual terms.

Rabbitsoft is not responsible for third-party services outside its reasonable control, except where liability arises from Rabbitsoft’s own breach of contractual obligations.

Customers are responsible for authorising third-party integrations and configuring the permissions granted to them.

14. INTELLECTUAL PROPERTY

Rabbitsoft and its licensors retain all intellectual property rights in the Service, software, APIs, documentation, technology and associated improvements.

Customers receive only the limited rights expressly granted under these Terms.

No ownership rights in the underlying Clinked platform transfer to Customers through white-label subscriptions or customisation.

Customers retain ownership of their trademarks, logos and other materials supplied for customisation.

Customers grant Rabbitsoft a limited licence to use such materials for delivering the contracted services.

15. CONFIDENTIALITY

Each party may receive confidential commercial, technical, financial or operational information belonging to the other party (“Confidential Information”).

Each party shall protect the other party’s Confidential Information using reasonable care and no less than the care it uses for its own comparable confidential information.

Confidential Information may be used only to fulfil contractual obligations or exercise contractual rights.

Disclosure is permitted to personnel, contractors, advisers and service providers who reasonably require access and are subject to appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that:

(a) Is publicly available without breach.

(b) Was lawfully known before disclosure.

(d) Is lawfully obtained from another source without restriction.

Disclosure required by law is permitted, subject to legally permissible notification and protective measures.

Confidentiality obligations survive termination for three years, except that trade secrets and personal data remain protected for as long as required by applicable law.

16. WARRANTIES AND DISCLAIMERS

Rabbitsoft shall provide the Service with reasonable care and skill.

Except for express commitments in these Terms, an applicable Order Form or Service Level Agreement, Rabbitsoft does not guarantee uninterrupted, error-free or universally compatible operation.

Rabbitsoft does not guarantee particular commercial outcomes from use of the Service.

To the extent permitted by law, implied warranties and conditions are excluded.

Nothing in this section excludes obligations that cannot lawfully be excluded.

17. CUSTOMER INDEMNIFICATION

The Customer shall indemnify Rabbitsoft against third-party claims arising from:

(a) Customer Content that infringes third-party intellectual property rights.

(b) Unlawful Customer Content or unlawful Customer activities.

Rabbitsoft shall provide reasonably prompt notice of relevant claims and reasonable cooperation.

The Customer may control the defence of an indemnified claim, subject to appropriate protections for Rabbitsoft.

No settlement may impose an admission of wrongdoing or non-monetary obligation on Rabbitsoft without its prior written consent.

18. LIMITATION OF LIABILITY

18.1 Non-Excludable Liability

Nothing in these Terms shall exclude or limit Rabbitsoft’s liability for:

(a) Death or personal injury caused by negligence;

(b) Fraud or fraudulent misrepresentation; or

18.2 Exclusion of Certain Losses

To the maximum extent permitted by applicable law, Rabbitsoft shall not be liable for indirect, incidental, special or consequential damages, including loss of profits, revenue, business opportunities, anticipated savings, goodwill or business interruption, whether arising in contract, tort (including negligence) or otherwise, even if Rabbitsoft has been advised of the possibility of such losses.

18.3 Aggregate Liability Cap

Subject to Section 18.1, Rabbitsoft’s total aggregate liability arising out of or in connection with these Terms, the Service or any related Data Processing Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed one thousand pounds sterling (£1,000) in respect of all claims arising under or in connection with the applicable Customer agreement.

This limitation shall apply collectively to all claims made by the Customer and its authorised users, rather than separately to each claim, incident or event.

18.4 Enterprise Customers and Individually Negotiated Agreements

Notwithstanding Section 18.3, Rabbitsoft and an Enterprise Customer may expressly agree to a different liability cap or liability arrangement through a written Enterprise Order Form, Master Services Agreement or other individually negotiated agreement signed by authorised representatives of both parties.

Any such alternative liability arrangement shall apply only to the extent expressly stated in the relevant signed agreement.

In the absence of an expressly agreed alternative, the standard aggregate liability cap of £1,000 set out in Section 18.3 shall apply, including to Enterprise Customers.

18.5 Allocation of Risk

The parties acknowledge that the fees charged for the Service reflect the allocation of risk established under these Terms, including the exclusions and limitations of liability.

The Customer acknowledges that Rabbitsoft may offer alternative liability arrangements through separately negotiated agreements, potentially subject to different commercial terms.

18.6 Applicable Law

All exclusions and limitations of liability in this Section shall apply only to the extent permitted by applicable law.

Nothing in this Section shall exclude or restrict any statutory right or remedy that cannot lawfully be excluded or restricted.

19. SUSPENSION AND TERMINATION

Customers may discontinue use of the Service at any time, but doing so does not automatically terminate their subscription or payment obligations.

Subscription cancellation and non-renewal are governed by Section 4.

Rabbitsoft may suspend access where reasonably necessary because of:

(a) Non-payment.

(b) Security threats.

(d) Material breach of these Terms.

(e) Legal or regulatory requirements.

Where reasonably practicable, Rabbitsoft shall provide notice and an opportunity to remedy an ordinary material breach.

Rabbitsoft may terminate for material breach that remains unremedied fourteen (14) days after written notice, where the breach is capable of remedy.

Immediate termination may occur where required by law or where the circumstances reasonably justify immediate action.

Termination does not extinguish accrued payment obligations.

Provisions intended to survive termination, including intellectual property, confidentiality, payment obligations, indemnities and liability limitations, shall survive.

20. NOTICES

Rabbitsoft may provide ordinary service notices by email, through the Service or by publication on its website.

Formal contractual notices must be delivered through the designated contractual notice channels.

Customer non-renewal notices must comply with Section 4.

Notices are effective when received through the designated channel, unless otherwise required by law.

21. GENERAL PROVISIONS

21.1 Governing Law

These Terms are governed by the laws of England and Wales.

21.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction, subject to mandatory applicable law.

21.3 Assignment

Customers may not assign these Terms without Rabbitsoft’s prior written consent.

Rabbitsoft may assign the agreement in connection with a merger, acquisition, restructuring or sale of substantially all relevant business assets, provided the assignee assumes the applicable obligations.

21.4 Force Majeure

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, except that this provision does not excuse payment obligations already accrued.

21.5 Severability

If any provision is unenforceable, the remaining provisions shall continue in effect.

21.6 Entire Agreement

These Terms, the applicable Order Form, the DPA and any expressly incorporated agreements constitute the agreement between the parties.

21.7 Contractual Priority

Unless otherwise expressly agreed:

(a) The DPA prevails for matters concerning processing of personal data on behalf of Customers.

(b) A signed Order Form prevails for expressly negotiated commercial terms.

21.8 No Waiver

Failure to enforce a provision does not constitute a waiver.

21.9 Authority and Acceptance

By purchasing or using a paid subscription, the Customer confirms that it has authority to enter into the agreement and authorises Rabbitsoft to charge applicable subscription fees during the agreed Subscription Term and any valid renewal term.

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