TERMS AND CONDITIONS
THERMAFY WEB APP SUBSCRIPTIONS
Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when signing up for an Account and purchasing a Subscription. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Web App immediately.
- Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Account”||Means an account required to access and use Our Web App, as detailed in Clause 4;|
|“Content”||means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App;|
|“Contract”||means the contract between Us and you for the purchase and sale of a Subscription to Our Web App, as explained in Clause 6;|
|means the entry level subscription to access Our Web App which:
(a) Is free (subject to the excess use charges and other charging terms)
(b) subject to a storage limit of 50 (fifty) thermal images; and
(c) allows access to a limited range of Our services and software specified on Our Web App,
subject to these Terms and Conditions;
|Mobile App||Our mobile application software called the “Thermafy App”;|
|“Order”||means your order for a Subscription;|
|“Premium Subscription”||means the premium subscription to access Our Web App which:
(a) Is available upon payment of the monthly subscription fee; and
(b) allows access to the range of Our services and software specified on Our Web App,
subject to these Terms and Conditions;
|“Subscription Confirmation”||means Our acceptance and confirmation of your Order;|
|“Subscription”||means the Free Subscription and the Premium Subscription (or either of them as the case requires) and any other subscription that We may offer from time to time;|
|“User”||means a user of Our Web App;|
|“User Content”||means the thermal images and thermal testing data created and/or uploaded by Users in or to Our Web App; and|
|“We/Us/Our”||means Shock Innovations Limited, a limited company registered in Scotland under company number SC501617, whose registered address is Marchcleugh Farm, Jedburgh, TD8 6RR United Kingdom and whose main trading address is 11/1, Horsemarket Business Centre, Kelso, TD5 7HE, United Kingdom.|
- Information About Us
Our Web App is owned and operated by Shock Innovations Limited.
Access and Changes to Our Web App
- Access to Our Web App requires a Subscription. Upon purchasing a Subscription Our Web App will be available to you for the duration of that Subscription and any and all subsequent renewals.
- You may download or stream a copy of Our Mobile App at any time, onto those mobile telephone(s) or handheld device(s) permitted by Us in accordance with an accepted Order or, failing which, the relevant Appstore’s rules and policies however our Order shall prevail in the event of inconsistency and thereafter you may view, use and display the Mobile App subject to these Terms and Conditions. The Mobile App may require the type of mobile telephone or handheld device with the minimum of amount of memory specified in an Order.
- We may from time to time make changes to Our Web App such as technical alterations such as fixing an error or to address a security issue or to reflect changes in the law or other regulatory requirements and to develop and improve Our Web App over time, in some cases making significant changes to it. We will try, but are not obliged, to keep you informed of such changes.
- If we provide updates to the Mobile App to improve performance, enhance functionality, reflect changes to the operating system or address security issues and you choose not to install such updates or if you opt out of automatic updates, you may not be able to continue using the services on Our Web App.
- We will always aim to ensure that Our Web App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue. We will try but are not obliged to give you notice prior to any significant service suspension.
- We will not be obliged to pay compensation or a refund or add corresponding time to the duration of your current Subscription, to compensate for any temporary suspension of our service.
- An Account is required to use Our Web App.
- You may not create an Account if you are under 18 years of age.
- When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
- It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
- You must not use anyone else’s Account.
- Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause 21.
- If you wish to close and delete your Account, you may do so at any time by contacting Us at firstname.lastname@example.org.
- Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable. Closing your Account will also remove your access to any User Content that you have created or uploaded from Our system (however Our rights to use your User Content shall continue in accordance with the licence granted to Us under Clauses 12.3 and 12.4). To avoid losing anything that you have created or uploaded using Our Web App, please ensure that you download your User Content to your computer or device before closing your Account.
- Subscriptions, Pricing and Availability
- You will be required to select from the following Subscriptions:
- Free Subscription;
- Premium Subscription; and
- such other Subscriptions as we may offer from time to time,
- You will be required to select from the following Subscriptions:
and please note that the Free Subscriptions and Premium Subscriptions provide different levels of access to features in Our Web App.
- Unless otherwise agreed, we will grant you either a monthly or annual Subscription.
- We will give you at least one month’s notice of any intended increase to our Subscription fees and, unless you have terminated your Subscription, each Subscription shall automatically renew at the end of each Subscription period for the same term and at the rates applicable at the time of the renewal.
- All quoted prices exclude VAT unless otherwise stated.
- In the case of group Subscriptions permitting more than one User:
- if an additional User is added to a group Subscription, the annual fee for the additional User shall be pro-rated back to the commencement of the month in which such User is added; and
- If additional Users are added during a Subscription we may issue a supplemental invoice at any time and you shall adjust the direct debit or settle the invoice in relation to the additional Users within 30 days.
- Any special offer is limited strictly in accordance with its terms and shall not continue for longer than the period specified in the offer.
- Subscriptions – How Contracts Are Formed
- You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Full details of the main characteristics and features of the Subscription options are available on Our Web App and on our website. Please ensure that you check carefully before confirming your purchase or commencing the Subscription.
- No part of Our Web App, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (“the Contract”).
- Subscription Confirmations contain the following information:
- confirmation of your chosen Subscription;
- pricing of your Subscription; and
- duration of your Subscription including the start date and the end and/or renewal date.
- Subject to the cancellation provisions in Clause 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription.
- By purchasing a Subscription, you are expressly requesting that you wish access to Our Web App to be made available to you immediately (and will be required to acknowledge this). If you are a consumer, this will result in your right to cancel during the “cooling-off” period being lost. Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
- Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon your Subscription confirmation being issued.
- We accept the following methods of payment:
- Apple Pay
- We may charge additional fees for some of the payment methods listed above.
- We add a 2% surcharge for the use of all credit cards.
- We reserve the right at any time to cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
- If your Account is closed and your Subscription cancelled:
- because you have breached these Terms and Conditions, you will not be entitled to a refund (if you believe We have closed your Account and cancelled your Subscription in error, please contact Us at email@example.com); or
- for any other reason, you will be refunded the remaining balance of your Subscription payable after the time of cancellation.
- In the case of either a monthly or an annual Subscription, You will not be entitled to any refund if You cancel Your Subscription early.
- Either party may terminate a monthly Subscription by giving to the other party at least 30 days’ written notice of termination however to terminate an annual Subscription, either party must give us at least 3 months notice.
- Immediately following the termination of Your Subscription for any reason:
- You must pay to Us any Subscription fees or other charges due in respect of services provided to You before the termination of Your Subscription without prejudice to Our other legal rights;
- You must stop all activities authorised by these terms, including your use of the Mobile App; and
- You must delete or remove the Mobile App from all devices in your possession and immediately destroy all copies of the Mobile App which you have and confirm to us that you have done this.
We may remotely access your devices and remove the Mobile App from them and cease providing you with access to the Services.
- Our Intellectual Property Rights and Licence
- We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our Web App to produce and store thermal images and data for Your business purposes, subject to these Terms and Conditions.
- Subject to the licence granted to Us under sub-Clause 12.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such Content).
- All other Content included in Our Web App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
- By accepting these Terms and Conditions, you hereby undertake:
- Not to copy, download or otherwise attempt to acquire any part of Our Web App;
- Not to disassemble, decompile or otherwise reverse engineer Our Web App;
- Not to allow or facilitate any use of Our Web App that would constitute a breach of these Terms and Conditions; and
- Not to embed or otherwise distribute Our Web App on any website, ftp server or similar.
- You may not transfer the Mobile App to someone else, whether for money, for anything else or for free. If You sell any device on which the Mobile App is installed, You must remove the Mobile App from it
- Links to Our Web App
You may not link to any page other than the homepage of Our Web App unless using the sharing features of Our Web App. Deep-linking to other parts of Our Web App requires Our express written permission.
- Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
- User Content
- You agree that you will be solely responsible for any and all User Content that you create or upload using Our Web App. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 14.
- You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 12.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
- You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating, promoting and developing Our Web App.
- The licence that You grant to Us under Clause 12.3 shall be interpreted expansively and shall continue after cancellation of your Subscription and closure of your Account, particularly in relation to Our right to use your User Content to help us develop Our Web App. We use your User Content, in particular Your thermal images, timeline and data, to develop Our software in order to make it more effective and to create new services.
- We may reject, reclassify, or remove any User Content created or uploaded using Our Web App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.
- You agree to us collecting and using technical information about the devices you use the Mobile App on and related software, hardware and peripherals to improve Our Web App and to provide Our services to you.
- Certain of our services will make use of location data sent from your devices. You can turn off this functionality at any time by turning off the location services settings for the Mobile App on the device. If you use these services, you consent to Our transmission, collection, retention, maintenance, processing and use of your location data. You may stop us collecting such data at any time by turning off the location services settings.
- Other User’s User Content
Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
- Acceptable Usage Policy
- You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 14. Specifically:
- You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
- You must not use Our Web App in any way, or for any purpose, that is unlawful or fraudulent;
- You must not use Our Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
- You must not use Our Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
- The following types of User Content are not permitted on Our Web App and you must not create, submit, communicate or otherwise do anything that:
- is sexually explicit (provided that User Content for medical purposes will not be considered a breach of this condition);
- is obscene, deliberately offensive, hateful, or otherwise inflammatory;
- promotes violence;
- promotes or assists in any form of unlawful activity;
- discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
- is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
- is calculated or otherwise likely to deceive;
- is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
- misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
- implies any form of affiliation with Us where none exists;
- infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
- is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
- We reserve the right to suspend or terminate your Account and/or your access to Our Web App if you materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
- Suspend, whether temporarily or permanently, your Account and/or your right to access Our Web App (for more details regarding such cancellation, please refer to sub-Clause 8.9);
- Remove any of your User Content which violates this Acceptable Usage Policy;
- Issue you with a written warning;
- Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
- Take further legal action against you as appropriate;
- Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
- Any other actions which We deem reasonably appropriate (and lawful).
- We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
- You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 14. Specifically:
- We may feature advertising within Our Web App and We reserve the right to display advertising on the same page as any User Content.
- You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
- We are not responsible for the content of any advertising in Our Web App including, but not limited to, any errors, inaccuracies, or omissions.
- Problems with Our Web App and Consumers’ Legal Rights
If you have any questions or complaints regarding Our Web App, please email Us at firstname.lastname@example.org.
- No part of Our Web App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to the results, data or information produced by or using Our Web App.
- We make no representation, warranty, or guarantee that Our Web App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
- We make reasonable efforts to ensure that the content contained within Our Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web App (and the content therein) is complete, accurate or up-to-date.
- We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created or uploaded using Our Web App. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
- Our Liability
- To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our Web App or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Our Web App.
- To the fullest extent permissible by law, We accept no liability for loss or damage that is not foreseeable.
- To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Web App or any Content (including User Content) included in Our Web App.
- We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
- We exercise all reasonable skill and care to ensure that Our Web App is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Web App (including the downloading of any Content (including User Content) from it) or any other website or service that We may provide a link to.
- We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Web App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
- Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
- Viruses, Malware and Security
- We exercise all reasonable skill and care to ensure that Our Web App is secure and free from viruses and other malware. We do not, however, guarantee that Our Web App is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 18.6.
- You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
- You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web App.
- You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
- You must not attach Our Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
- Privacy and Cookies
- Data Protection
- All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Act 1998 and your rights and Our obligations under that Act.
- We may use your personal information to:
- Reply to any communications that you send to Us; and
- Send you important notices, as detailed in Clause 22.
- We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
- Communications from Us
If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our Web App, and changes to your Account.
- Other Important Terms
- We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
- You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
- The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
- If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
- No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
- Changes to these Terms and Conditions
- We may alter these Terms and Conditions at any time. If We do so, details of the changes will be highlighted at the top of this page. Any such changes will become binding on you upon your first use of Our Web App after the changes have been implemented. You are therefore advised to check this page from time to time.
- In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
- Contacting Us
- Law and Jurisdiction
- These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
- Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.