Terms of Service

These terms govern access to and use of Custodia's website, Custodia CMS, and the service. They are intended for organisations using the service for their business, professional, charitable, or institutional activities, not for consumers acting wholly or mainly outside their trade, business, craft, or profession.

By creating an account, activating a subscription, or using the service, you agree to these terms as a User and, where you act for a Client, confirm that you are authorised to bind that Client. Commercial obligations in these terms, including payment obligations, are obligations of the Client.

Definitions

“Custodia”, “we”, “us” and “our” refer to Ángel Torres Rodriguez operating the business. “Custodia CMS” or “the system” means the collection management software application.

“The service” means the services Custodia provides in connection with Custodia CMS, including providing online access, hosting client content, administering accounts, maintaining and securing the application, delivering service communications, providing support and enabling data exports.

“Client” means an organisation that has an account for the service and uses it to manage its archive records and, where applicable, related conservation work. “Client Content” means records, personal data, text, images, documents, settings, and other material submitted to or generated within the service by or for a Client.

“Subscription” means a Client's paid arrangement to access and use the service under its selected plan and monthly or annual billing frequency.

“User” means an individual whom a Client authorises to access or use the service.

“Archive Portal” means the public-facing website included with the Conservator plan through which a Client may publish selected Client Content, including archive records and conservation project information, for stakeholders and other visitors to view.

“The website” means the public website at custodiacms.org, which provides information about Custodia CMS and the related services. “Business Day” means a day other than a Saturday, Sunday, or public holiday in the UK.

Who provides Custodia

Custodia is the trading name of Ángel Torres Rodriguez, a sole trader based in the United Kingdom whose professional name is Andrew Torres.

Ángel Torres Rodriguez
Keeper's House, Gordonbush
BRORA
KW9 6LX
United Kingdom

Questions about these terms can be sent to enquiries@custodiacms.org or through our contact page.

Eligibility and authority

The service is available only to Clients. A person who creates a Client account, activates or changes a subscription, or requests cancellation must be at least 18 years old and authorised to act for the Client. We may rely on instructions from a Client administrator or another person whom we reasonably believe is authorised to bind the Client.

The Client must provide accurate and complete account and billing information and keep it current. We may refuse an application or activation where we reasonably cannot verify the Client, the applicant's authority, or the intended lawful use of the service.

Free trials

New Clients may receive a 30-day free trial without providing payment-card details. The signup date is day 0 and day 30 is the final day of normal trial access. A trial does not become a paid subscription automatically; a Client administrator must select and activate a paid plan.

From day 31, an unactivated trial is locked, although a Client administrator may still activate a paid plan during the following 14 days. If the Client does not activate a plan, the account and its Client Content are scheduled for permanent deletion on day 45. The applicable retention and deletion details are explained in our Privacy Policy.

We may suspend or end a trial earlier where these terms permit us to suspend or terminate access. We may also change or withdraw the availability of free trials for future applicants.

Plans

Custodia offers two paid plans. The Curator plan provides archive management features. The Conservator plan includes the Curator features and adds restoration and task management, progress notifications, overdue-work alerts, and an Archive Portal for sharing archive and conservation work with stakeholders.

Both plans are available with monthly or annual billing. Access to particular features depends on the plan selected by the Client. Current plan features, prices, and billing options are shown on the pricing page and when a Client activates or changes a plan.

Accounts and subscriptions

A paid subscription becomes binding when an authorised Client administrator checks the paid-plan acceptance box and selects the final confirmation button, or when Custodia and the Client otherwise confirm the subscription in writing. At that point, the Client accepts these terms together with the plan, price, billing frequency, renewal cycle, and invoicing terms displayed at checkout. The subscription or paid plan change takes effect immediately, and the Client is legally obliged to pay the invoice issued for the amount shown at checkout within 14 calendar days.

We invoice the Client when a paid plan is activated and on each renewal date. Invoices are payable in pounds sterling by bank transfer, or another method we agree, within 14 calendar days after issue. Custodia is not currently registered for VAT and does not currently add VAT to subscription fees. If we become legally required to charge VAT or another applicable tax, it may be added to future invoices following reasonable notice.

If an invoice is overdue, we may send reminders, charge statutory interest and recovery costs where applicable, and suspend access after reasonable notice. We may exercise these rights separately or together. Access suspended only for non-payment will be restored within a reasonable time after all overdue sums have cleared, unless another ground for suspension or termination applies.

Renewals and price changes

Paid subscriptions renew automatically for another monthly or annual billing period unless Custodia receives a cancellation request before the renewal date. Each renewal starts a new paid subscription period and creates a binding obligation for the Client to pay the renewal invoice within 14 calendar days. A further checkbox or checkout confirmation is not required for a scheduled renewal. Custodia does not currently charge a payment card automatically. We normally send Client administrators a reminder approximately seven days before renewal, but the Client remains responsible for its renewal date and payment obligations if a reminder is delayed or not received.

We may change plan prices. A price change for an existing Client will apply no earlier than the first renewal date after we have given reasonable advance notice. A Client that does not wish to renew at the changed price may cancel before that renewal date.

Plan changes

A Client administrator may upgrade the Client's plan or move from monthly to annual billing where the service offers that option. Completing a paid plan-change checkout authorises the immediate change, any prorated charge, credit, or replacement invoice shown at checkout, and future renewals at the selected plan and billing frequency. The resulting invoice is payable within 14 calendar days.

In-place downgrades and changes from annual to monthly billing are not available. A Client wishing to use a lower plan must cancel its current subscription, retain access until the end of its paid billing period, and then arrange a new subscription on the lower plan.

Cancellation and refunds

A Client administrator may request cancellation by emailing us or using our contact form. We will confirm receipt and the date on which access will end. To prevent renewal, the request must be received before the renewal date.

Ordinarily, cancellation stops the next renewal. The Client retains access until the end of its current paid billing period, and fees already paid are not refundable except where required by law. No further renewal reminder or renewal invoice will be issued after we have confirmed cancellation.

If a renewal invoice has been issued but remains unpaid, a Client administrator may ask us within seven calendar days after the renewal date to unwind that renewal. We may accept a prompt request where we consider it reasonable in the circumstances. If we accept, we will cancel the unpaid renewal invoice, the subscription and access will end when we confirm the cancellation, and the post-deactivation retention period will begin. This is a discretionary exception, not a guaranteed cooling-off right, and it is not available once the renewal invoice has been paid. Unless we expressly confirm this exception, the renewal invoice remains payable.

Client administrators and Users

The Client is responsible for choosing its administrators and Users, assigning appropriate permissions, reviewing access, and promptly removing access when a person no longer needs it. Users must keep their credentials confidential, must not share an individual account, and must notify us promptly if credentials are lost, disclosed improperly, or an account may have been compromised.

The Client is responsible for its Users' use of the service and for instructions and changes made through its accounts. Custodia may assist with access issues but does not routinely review whether the Client's permission choices are appropriate.

Acceptable use

Clients and Users must use the website and service lawfully and must not:

• submit, publish, or use material unlawfully or in a way that infringes another person's rights;
• introduce malware or other harmful code;
• attempt to gain unauthorised access to accounts, systems, data, or infrastructure;
• interfere with the operation or security of the service, impose an unreasonable load, or use automated methods in an abusive manner;
• bypass access controls, security measures, or plan restrictions;
• copy, resell, sublicense, reverse engineer, or commercially exploit Custodia CMS except as permitted by law or with our written consent; or
• use another person's credentials or permit an individual account to be shared.

We may investigate suspected misuse and take proportionate protective action, including restricting content or suspending access. We will give notice and an explanation where reasonably practicable unless doing so would create a security risk, prejudice an investigation, or conflict with a legal obligation.

Client Content and the Archive Portal

The Client retains all rights it holds in Client Content. The Client grants Custodia a non-exclusive licence to host, store, copy, transmit, back up, retrieve, and display Client Content, and otherwise process it only as reasonably necessary to provide, secure, support, maintain, and improve the operation of the service. This licence lasts for as long as needed to provide the service and complete the applicable retention and deletion process.

The Client decides what Client Content is entered, who may access it, and what is published through an Archive Portal. The Client is responsible for ensuring that it has the necessary rights, permissions, lawful bases, and notices, and that its content is accurate and appropriate for the Client's intended use. Clients must review public content carefully and must not upload or publish unlawful material or unnecessary confidential, special-category, criminal-offence, children's, or other highly sensitive data.

We do not routinely monitor or approve Client Content. We may remove or restrict material that we reasonably believe is unlawful, infringes third-party rights, is harmful, or creates a security risk. We will notify the Client where reasonably practicable unless prohibited by law or urgent circumstances.

Data protection

For account, billing, enquiry, support, security, and service-administration data, Custodia acts as a data controller. For personal data contained in Client Content, the Client determines the purposes and means of processing and acts as controller, while Custodia acts as processor by hosting and operating the service on the Client's instructions.

Each party must comply with the data-protection obligations applicable to its role. The Client is responsible for the lawfulness of its instructions and Client Content. Custodia will apply appropriate technical and organisational measures, ensure that authorised personnel are subject to confidentiality obligations, notify the Client without undue delay after becoming aware of a personal-data breach affecting Client Content, and provide reasonable assistance with data-subject requests and legally required assessments or notifications.

Further information about the personal data we handle, service providers, international transfers, security, exports, retention, deletion, and individual rights is in our Privacy Policy. The Client should contact us if it reasonably requires additional data-processing terms to meet its legal obligations.

Confidentiality

Each party must keep the other party's non-public business, operational, and technical information confidential, use it only to perform or receive the service, and disclose it only to personnel or professional advisers who need to know it and are subject to appropriate confidentiality duties.

This obligation does not apply to information that is public through no breach of these terms, was already lawfully known without a duty of confidence, is received lawfully from another source, is independently developed, or must be disclosed by law or a competent authority. Where legally permitted, the receiving party will give reasonable notice before a required disclosure.

Service availability

We will provide the service substantially as described and with reasonable skill and care. We work to keep it available and secure, but do not guarantee uninterrupted or error-free operation, that every defect will be corrected, or that the service will meet every Client-specific requirement.

We may carry out planned and emergency maintenance. We will give reasonable advance notice of planned work likely to cause a material interruption where practicable. Emergency maintenance may take place without advance notice where needed to protect Users, Client Content, or the service.

The service depends on hosting, communications, email, storage, internet, and other third-party services. We will select and manage providers with reasonable care but cannot guarantee that a third-party service will always be available or free from faults.

Service updates

We may update the service to improve functionality, security, reliability, accessibility, or legal compliance. We may also add, modify, or discontinue features. If a planned change materially reduces core paid functionality for an existing Client, we will give reasonable advance notice where practicable. Urgent security, legal, or provider-driven changes may take effect sooner.

Support

Subscription support covers reasonable assistance with using the service, account access, billing questions, and suspected service faults. It does not include data entry, consultancy, custom development, or support for third-party systems unless separately agreed.

Support requests may be sent through the contact details published on the website or within the service. We aim to provide an initial response within two Business Days. This is a response target, not a guaranteed resolution time; investigation and resolution times depend on the nature and complexity of the request.

Data exports and Client copies

A Client administrator can download an organisation-wide export while the account is accessible. Clients should export their content before access ends and maintain independent copies of records they cannot afford to lose. Our operational backups and provider recovery arrangements support delivery of the service but are not a substitute for the Client's own records-management and backup arrangements.

Post-deactivation retention, support-assisted retrieval, and permanent deletion are described in our Privacy Policy.

Access suspension

We may suspend some or all access where reasonably necessary to address overdue payment, a security threat, suspected unlawful activity, misuse, an unacceptable risk to the service or other users, or a serious breach of these terms. We will act proportionately and, where practicable, explain the reason, identify what is required to restore access, and allow a reasonable opportunity to resolve the issue.

We may act without advance notice where delay would increase a security, legal, or operational risk. Suspension does not remove the Client's obligation to pay fees properly due. We will restore access within a reasonable time after the issue is resolved, unless these terms have been terminated.

Termination of the agreement by Custodia

We may terminate these terms or a subscription by written notice if the Client or a User commits a serious breach of these terms and, where that breach can be remedied, does not remedy it within 14 days after receiving written notice identifying the breach and the action required.

We may terminate immediately where reasonably necessary because of unlawful or dangerous use, a material security threat, repeated serious breaches, an irremediable breach, or, to the extent permitted by law, the Client's insolvency or cessation of business.

If we decide to discontinue an otherwise compliant Client's paid subscription for our own business reasons, we will give at least 90 days' notice where reasonably possible and refund prepaid fees attributable to any period after access ends. This does not apply where termination results from the Client's breach, non-payment, unlawful conduct, or another ground set out above.

What happens when access ends

When a subscription ends, the Client and its Users must stop using the service and any licence to use Custodia CMS ends. Any fees already due remain payable. Provisions that are intended to continue, including those concerning confidentiality, intellectual property, accrued payment obligations, liability, and governing law, remain effective.

Client Content is retained and deleted according to the lifecycle described in our Privacy Policy. The Client is responsible for obtaining any required export before permanent deletion.

Intellectual property

Custodia CMS and the service, including their software, design, documentation, and branding, remain our property or that of our licensors. While a subscription or trial is active, we grant the Client a limited, non-exclusive, non-transferable right for its authorised Users to access and use the service for the Client's internal activities in accordance with these terms and the selected plan.

No ownership in Custodia CMS or the service transfers to the Client. The Client's ownership and the limited licence it grants to us for Client Content are described above.

Liability

Each party is responsible for foreseeable direct loss caused by its breach of these terms, subject to this section. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, or anticipated savings arising out of or in connection with these terms or the service.

Subject to the liabilities that cannot lawfully be limited, each party's total aggregate liability arising out of or in connection with these terms and the service will not exceed the total subscription fees paid or payable by the Client during the 12 months immediately preceding the event giving rise to the claim. The Client's obligation to pay fees and charges properly due is not limited by this cap.

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

Events beyond reasonable control

Neither party is liable for a delay or failure to perform an obligation where it is caused by an event reasonably beyond that party's control. Such events may include a major internet or hosting outage, natural disaster, war, government action, widespread cyberattack, or disruption to essential infrastructure.

This does not excuse an obligation to pay money already due and does not cover lack of funds, ordinary technical problems, poor planning, or an event that the affected party could reasonably have prevented or overcome. The affected party must take reasonable steps to reduce the disruption, notify the other party where practicable, and resume performance as soon as reasonably possible.

This clause excuses only the affected obligation, and only for as long as the event prevents or delays its performance. It does not automatically end these terms or a subscription.

Changes to these terms

We may update these terms to reflect changes to the service, our operating practices, legal requirements, or risk. We will give Client administrators reasonable advance notice of a material change. A change needed urgently for legal, regulatory, or security reasons may take effect sooner, and we will explain this where reasonably practicable.

The updated terms apply from the effective date stated in the notice. Continued use of the service after that date means that the Client and its Users accept the updated terms.

A general update to these terms does not retroactively change a plan price, billing frequency, renewal cycle, or invoice payment period already accepted by the Client. Those commercial details change only through the price-notice process described above, a later paid-plan checkout, or a separate written agreement between Custodia and the Client.

Notices

We may send renewal, pricing, suspension, termination, and terms-update notices to the email addresses registered for Client administrators. The Client must keep those details current and is responsible for ensuring that its email systems accept messages from Custodia. Notices to Custodia should be sent to enquiries@custodiacms.org or through our contact form.

Transfer of the agreement

The Client may not transfer its rights or obligations under these terms to another organisation without our prior written consent. We may transfer or novate our rights and obligations to a successor or a person that acquires all or substantially all of the Custodia business or relevant assets, provided that the successor assumes our obligations and the transfer does not materially reduce the Client's contractual rights. We will notify affected Clients of such a transfer.

General provisions

These terms, together with the plan and pricing information accepted by the Client and any additional written terms expressly agreed by both parties, form the agreement concerning the service. They do not exclude liability for fraud or fraudulent misrepresentation.

If a provision is found invalid or unenforceable, the remaining provisions continue in effect. A delay or failure to enforce a right is not a waiver of that right. No person other than Custodia, the Client, and Users to whom these terms apply has a right to enforce them.

Governing law and courts

Before starting court proceedings, the parties will first attempt to resolve any dispute in good faith through discussion between authorised representatives, and either party may propose mediation.

These terms and any non-contractual obligations arising from them are governed by Scots law. The Scottish courts have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or the service, subject to any mandatory law that applies and cannot validly be excluded, including any mandatory consumer-protection rights a party may have.

Contact

Questions, cancellation requests, and notices about these terms can be sent to enquiries@custodiacms.org or through our contact page.