Cloud Services, Apps & Platforms (Cloud Computing and App Terms and Conditions)

Client Intro:

SkyCliQ is a new business which will enable, through an online platform, peer-to-peer arrangements relating to the international carriage of consumer goods. The platform will match individuals in territories where the relevant goods are difficult to acquire with international travellers who can purchase and transport such goods, before handing them over to SkyCliQ’s representatives in the destination country for ‘last mile’ delivery.    

Case Overview:

SkyCliQ approached Myerson with the objective of preparing terms and conditions for use of the platform, together with a privacy notice. We have supported SkyCliQ in preparing a set of consumer-facing terms of business, designed to provide a clear and comprehensive description of the arrangements and the contractual relationships that arise between the various people involved, while protecting SkyCliQ’s position.  

Fee Earner Comment: Richard Meehan, a Senior Associate in the Myerson Commercial team, said:

The SkyCliq model is a genuinely innovative solution, enabled through technology, to a practical issue affecting huge numbers of people across the globe.  Ensuring that the terms and conditions for the platform provide a clear and ‘consumer friendly’ description of the roles and responsibilities of the different types of user was a key legal requirements.  It was a pleasure to work with Peter in working through the drafts to ensure that we had covered all aspects of the arrangements in the final version.

Client Testimonial: Peter Yeboa, SkyCliq’s founder, said:

Myerson deserve more than 5 stars. I am exceptionally pleased with the work done by Richard M. at Myerson who worked on the Terms for my startup. Incredible depth of knowledge and amazing turnaround time. Highly recommended!

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Client Intro:

Wondle is a new business which will provide an automated vehicle scanning solution. This will (among other things) allow a business or individual planning to return a hire/rental vehicle to scan the vehicle using a mobile phone in order to obtain an assessment of the potential cost of repair of damage to the vehicle, thereby potentially allowing them to source the repair independently ahead of returning the vehicle where this would be cost-effective.   

Case Overview:

Wondle approached Myerson for support in reviewing and finalising the agreement between Wondle and the third party software provider which Wondle will use to provide software design and support services for the platform, and for our assistance in connection with the preparation of end user terms and privacy notices.  

We have supported Wondle in negotiating and finalising its third party software provider agreement, and have applied our understanding of that underlying arrangement to inform our advice on the structure of its contractual arrangements with individual end users, and with the various potential categories of business customers which might use the Wondle platform.

We have prepared model customer-facing documentation and will continue to support with development of the contract documentation, including privacy notices, as the platform proceeds towards launch. 

Fee Earner Comment: Richard Meehan, a Senior Associate in the Myerson Commercial team, said:

We were approached by Matt to support with the preparation of terms and conditions for users accessing Wondle, and have worked closely with him to develop an understanding of how the solution functions, and the underlying contractual relationships.  The technology gave rise to a range of interesting points for consideration from the legal perspective, and as always with terms and conditions for the supply of online products, it has been important to understand how the platform will operate in order to ensure the contract reflects the user journey.  

Client Testimonial:  Matt Cranny, Wondle’s founder, said:

As a start-up company, we needed specific advice, work and contracts drafting on key contracts (Customer and Supplier) along with specific website and cookie policies. Myersons completed this work on time and to a high standard. Importantly, they advised on which areas to focus on to spend time and money - very important for a start up. Every member of the team was very capable and if they did hand over, the person handover to was always fully briefed and up to speed with our account and work. Highly recommended.

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The most likely intellectual property rights (IPRs) to exist in an app in England and Wales are, for users and businesses:

• Copyright, which might exist in the computer code and parts of the user interface, such as text, graphics, pictures, and code, and which can be protected by a clear clause restricting copy.
• Trademarks will exist in any branding or 'get-up' on the app. Databases will exist in any database created during the app's creation. Design, which might exist if the design of your app is completely novel with individual characters.

Domain names are a related right which is key to consider where apps launch through a mobile browser.

In this case, the domain name will be fundamental for the use of the app and can also form part of the branding. You can view more on protecting your IP here.

You can help protect your intellectual property by taking a proactive approach and using terms and conditions, App Terms Conditions, and mobile app terms to protect your intellectual property rights and set clear rules for users.

A well-drafted clause can also explain licence scope, restrictions on copy and reuse, and how users agree to updates, which helps reduce infringement and clarify governing law.

The terms and conditions will identify the intellectual property rights, restrict others' use of them, set limited permissions in a licence clause, and give you clear recourse against any potential infringement of these rights.

You could also consider a Privacy Policy or acceptable Terms Use policy to further protect your rights.

Apps and platforms have long been a cause for concern to regulators due to the amount and nature of data they collect, and users increasingly expect clear security content.

This data is often personal or sensitive in nature, which is subject to additional protections.

You must provide users with adequate information on how and why personal data is collected, processed, and stored, what security measures apply, and which party is responsible under the governing clause.

Data protection is an essential element of providing app or platform services and App Services, and it is required for users to understand the Privacy Policy and how their data is handled. It is no longer enough to have a fantastic user interface.

You should have a robust privacy policy / Privacy Policy and be upfront about how you intend to use data, how that data will be secured, and what changes you will notify to users.

If you gather large amounts of personal data, you may wish to carry out a data protection impact assessment (DPIA) which assesses data collection, storage, security controls, and the systems involved.

This would form part of a 'privacy by design' approach, which is of relevance if you gather multiple types of personal data, sensitive data such as health data, or personal data which relates to children.

More information on data protection can be found here.

While children under the age of 13 cannot legally enter contracts, you may not (depending on your app development) be able to prevent minors between the ages of 13-18 from accessing or using your app or platform on a device.

If this is likely, you must ensure other appropriate safeguards are in place, and update your App Terms Conditions and mobile app terms so users and parents can understand the rules.

Those with parental responsibility can provide their explicit consent on behalf of their child for the processing of the child's personal data, which must be a positive affirmative statement.

This can take the form of a tick box next to a statement enabling the user to confirm they make such a statement, so users can expressly agree.

It is important to ensure the app or platform is designed to include such a statement, that the user confirms this statement when they create their account, and that any clause dealing with consent is clear and limited to what is required.

The app or platform should also be able to verify the identity of such individuals giving consent to ensure they are those with parental responsibility, and to support security and compliance obligations for users.