Terms and Conditions
Last updated: 05/10/23
These terms and conditions (the Terms) govern your access to, and use of our website at https://www.shuttle.rs/ (the Website), and the use of, and registration with, our backend development tool offered through our Website (the Services).
The Website and Services are operated by OpenQuery Ltd, a company registered in England under number 12268176, with its registered office at George House, 39 Fitzroy Square, London, England, W1T 6EZ (OpenQuery, we, our or us).
If you are an individual acting for purposes which are wholly or mainly outside of your trade, business, craft or profession you are a Consumer. If you are not a Consumer, then you are a Business Customer. If you are a Consumer, nothing in these Terms affects your statutory rights. Unless otherwise stated, You means the user of the Website and/or the Services (whether as a Business Customer or a Consumer).
By accessing and/or using our Website and/or Services or expressly accepting our Terms, you agree to be bound by these Terms. You may not access or use our Website or Services if you do not agree to or accept our Terms.
The following additional terms also apply to your use of the Website:
Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of the Website. When using the Website, you must comply with the Acceptable Use Policy.
- Your Status
- You are using our services on behalf of another person. If you use the Services on behalf of another person, you are considered to be using the Services for both yourself and that person. In such a case, you represent and warrant that (a) you are an authorised representative of that person, (b) you have authority to bind the person to these Terms, (c) you agree to these Terms on that person’s behalf, and (d) you will be responsible for any breach of these Terms by that person.
- Minimum age. Our Website and Services are not designed for children and you must be at least 13 years old or the minimum legal age in your country to use our Website or Services.
- Account Registration
- Create an account. In order to use our Services, you must create an account using your Github account credentials (Account). If you don’t have a Github account you must create one at https://github.com/ in order to use our Services. You are solely responsible for maintaining the confidentiality of your password and other information, and for keeping your Account secure.
- No responsibility. You are solely responsible for keeping your Github account and Account secure, and ensuring that you do not share any passwords or other account credentials with any other person. We will never ask for your password. We will not be responsible for any acts or omissions by you, or an unauthorised third party, if your Github account or Account has been compromised. Please immediately contact Github in the event of an issue with you Github account.
- Use of your Account. you may use your Account to use our Services’ features and functionalities in accordance with the subscription plan you have purchased. You warrant and agree that:
- you are the sole user of your Account;
- you will provide Github with accurate, complete and current registration information about yourself;
- you are solely responsible for any and all activities in your Account, including any integration (and associated disclosure of data) in connection with the Services;
- you will comply with applicable laws in creating your Account and using our Services.
- you comply with our Acceptable Use Policy which forms part of these Terms.
- If you suspect that someone else accessed your Account without your consent, you must inform us as soon as possible by writing to email@example.com, and immediately change your password.
- Customer Data. When using our Services, you will input some data in the Website or the Services (your Customer Data). When adding Customer Data to the Services, you agree that you will comply with our Acceptable Use Policy
- No obligation to monitor data. We are under no obligation to monitor your activities of the Services. However, we may systematically screen and/or monitor any Customer Data, content or information uploaded and/or transmitted into our Service and Website, at any time and for any reason, for compliance with the Terms, with or without notice.
- Disable or terminate your Account, or remove Customer Data. We may review Accounts at any time and for any reason, and without affecting any other rights or remedies available to us, we may terminate or disable an Account, or remove Customer Data (in whole or in part), at our absolute discretion, in particular if, or if we suspect that:
- you are using your Account for illegal or fraudulent activities;
- you are providing us with false or concealed information;
- you are attempting to disrupt or overwhelm our infrastructure (e.g. by using bots or other forms of automation in using our Services); or
- you have breached these Terms;
- and you agree that such event will not give rise to a ground for a claim against us.
- Data protection
- We may process Customer Data on your behalf. By using the Services, you also accept our Data Processing Addendum, which governs our processing on your behalf of the personal data you provide us with in using the Services.
- Internet transmissions are never secure. Please be aware that internet transmissions are never completely private or secure and that any message or information you send us may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
- Subscription and Fees
- Choosing a Plan. In order to use our Services, you must select the appropriate plan for you, which will set out the type of subscription you selected, including the term of the subscription and the subscription fees that apply to the subscription plan you selected.
- Fees. Where you chose the “pro” plan on the Website, you will pay us the fees set out on our Website at https://www.shuttle.rs/pricing, or as otherwise agreed between us. The fees are exclusive of any VAT and applicable tax.
- Payments. We use a third party service provider (Stripe Inc.) to collect the fees on our behalf. You authorise us (and our service provider) to charge you the fees referred to in clause 4.2 above. If we're unable to collect any payment you owe us we charge interest on the overdue amount at the rate of % a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
- Upgrades. You can upgrade your subscription plan at any time, in which case you will need to agree to pay the applicable fees for the relevant plan.
- Late payments. If you do not pay the fees on time, we may suspend your account until the outstanding fees have been paid. We reserve the right to terminate your Account if you do not make payment due to us within 15 days of our remainder to you that payment is due.
- Changes to the fees. We reserve the right to change the fees at any time, on notice to you if such change affects your existing subscription on renewal. This means that if you have purchased a monthly subscription, the fees will be increased the following month.
- If you are a Consumer. You have 14 days from your subscription to our “pro” plan to change your mind under the Consumer Contracts Regulations 2013 and to cancel your subscription for Services. However, you will be deemed to have expressly requested the Services to be provided to you during this cancellation period if you access or start using the “pro” version of our Services during that time. You acknowledge that in doing so, you lose on your right to cancel the Services. If you decide to change your mind, please reach out to us at firstname.lastname@example.org. If you have paid us in advance, we will refund you as soon as possible and within 14 days of you telling us you've changed your mind. We refund you by the method you used for payment. We don't charge a fee for the refund.
- Automatic renewals. We have set up automatic renewals in your Account to avoid interruptions. This means that your subscription will automatically be renewed at the then-applicable rates, and for the same term. If you have a monthly subscription, your subscription will be automatically renewed monthly; if you have a yearly subscription, your subscription will automatically renew on a yearly basis.
- Disabling auto-renewals. You may choose to disable the auto-renewal option at any time in your Account settings or may cancel your subscription prior to the end of the term set out in your Purchase Order. If you do not cancel your subscription before the end of the term or disable the auto-renewal option, you will be automatically charged for the renewal, and any such payment will not be refunded
- Third party links and integrations
- Third party integrations. We offer integrations with third party services, such as Microsoft 365, Github, Discord etc. (Third Party Services). For instance, you will need to login to your Account using your Github login. We are not affiliated with these Third Party Services, and we do not endorse them or take responsibilities for them. Your relationship with the providers of these Third Party Services is governed by their terms and conditions; we are not a party to these terms with the Third Party Services providers. You understand that by integrating these Third Party Services with your Account, there will be an exchange of your Customer Data between them and us. We encourage you to review Github and Discords terms of service: https://docs.github.com/en/site-policy/github-terms/github-terms-of-service; https://discord.com/terms.
- Discontinuing third party integrations. We reserve the right to discontinue the use or suspend the availability of any Third Party Services for any reason and at any time without notice, which may result in your inability to use certain functions of the Services.
- Third party links. Our Website and/or Services may contain links or functionality to access or use third party websites, platforms, or display materials of third parties. When you leave our Website or Services by clicking on any link, you do so at your own risk and you must comply with the terms and conditions of these third party websites or platforms. We will not be responsible or liable for these websites of platforms, and do not approve or endorse their use or content.
- Intellectual Property Rights
- Licence to the Customer Data.In order for us to be able to provide our Services to you, you grant us (and our affiliates) a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable right to exercise all intellectual property rights over your Customer Data that you provide us with under these Terms.
- We retain all intellectual property rights to our Website and Services. Our Website, Services, and all content or materials in them, including the “look and feel”, logos, trade names, trade marks, designs, texts, graphics, pictures, information, data, software, sounds and other files, and the arrangement thereof (the Content) are owned by us, or our affiliates or licensors. You may not copy, distribute, communicate to the public, creative derivatives of or in any way use the Content whether in whole or in part, or use any framing techniques, without our prior written approval.
- Feedback. You may provide us with feedback, comments and suggestions for improvements of our Services or Website (the Feedback) by sending us emails, or interacting with us through social media. In order for us to be able to freely use this Feedback and improve our Services and Website, you assign to us any rights, titles and interests you may have in any such Feedback, and waive any moral rights in relation thereto. You agree that we will not compensate you for any such Feedback.
- We grant you a licence so you can use our Website and Services. We grant you a limited, non-exclusive, non-transferable, non-sublicensable and personal licence to access and use our Services and Website, subject to you complying with these Terms.
- What you cannot do with the licence. The licence we give you does not allow you to (a) resale or commercialise our Website and/or Services; (b) modify, distribute, copy, republish or make derivatives of our Websites or Services; or (c) collect or use our or other users’ information, or carry out any data extraction or data mining whatsoever.
- Confidential Information.Any information that we and you provide each other (directly or through a third party) which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the you sign up for our Services Confidential Information will be kept confidential. This obligation will apply to any employees, consultants and suppliers or advisors to whom the Confidential Information will need to be disclosed. Neither party shall use or disclose the Confidential Information of the other party (a) for purposes not related to the performance of these Terms, (b) other than as permitted by these Terms, or (c) without the prior written consent of the other party.
- Information which is not considered confidential Confidential Information does not include information which the other party can show (a) is in or has become part of the public domain other than as a result of a breach of these Terms, (b) was in its written records before receiving the information (other than a result of a breach), (c) was independently developed by the party, or (d) was independently and legally disclosed by a third party.
- Security measures to protect the Confidential Information. Both parties will ensure it keeps any Confidential Information of the other party secure to prevent inadvertent or unauthorised disclosure.
- Other authorised disclosures of Confidential Information. Either party can disclose Confidential Information of the other to the extent required by applicable law or by order of a court or governmental body or authority of competent jurisdiction. Where practicable and legally permitted, the party having to disclose the Confidential Information will consult with the other party, and at the other party’s request and cost, reasonably co-operate with and assist that other party in opposing such disclosure.
- Survival of the confidentiality obligations. The obligations set out in this clause 9 will survive termination of these Terms for whatever reason.
- Warranties and Indemnities
- Our warranty over the Website and the Services. Except where otherwise expressly provided herein, to the maximum extent permitted by applicable law, our Services and Website are provided “as is” without warranty of any kind, either expressed or implied, including any implied warranty of merchantability, satisfactory quality, non-infringement or fitness for a particular purpose. If you are a Consumer, and something is wrong with the Services, please contact us at [EMAIL] to ask us to repeat or fix a services which is not carried out with reasonable care and skill, or get a refund on a pro-rata basis if we cannot fix it.
- We endeavour to make the Website and Services available to you. Whilst we try to make the Website and the Services available 24 hours a day, we cannot guarantee it, and we cannot be liable if the Website or the Services are unavailable for any time or for any period. We do not guarantee that the Services or the Website will be uninterrupted or error-free, or comply with regulatory requirements, or free of viruses or other harmful components. Due to the nature of the Internet, this cannot be guaranteed. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
- Maintenance and repairs. We may occasionally need to carry out repairs, maintenance, or introduce new facilities and functions, to the Services.
- You will indemnify us. If you are a Business Customer, you shall indemnify and keep us indemnified against any costs, claims or liabilities incurred directly or indirectly by us (along with any fees or charges associated with the said liabilities) arising out of or in connection with your use of the Website or Services or arising out of your non-compliance with or breach of these Terms.
- Limitation of Liability
- Liability exclusion. Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, and/or any other liability which may not be limited or excluded by applicable law.
- If you are a Business Customer. We exclude all implied conditions, warranties, representations or other terms that may apply to the Website or any content on it. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, the Website; or (ii) use of or reliance on any content displayed on the Website. In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damage.
- Liability cap for Business Customer. Subject to clause 11.1 and 11.2 our total liability in connection with our Website or Services whether arising from contract, negligence or otherwise shall be limited to the total amount of fees paid in the 6 months immediately preceding the event giving rise to a claim.
- If you are a Consumer. Please note that we only provide the Website for domestic and private use. You agree not to use the Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, nor are we liable to you if the loss was not foreseeable or outside of our control.
- Duty to exercise reasonable care and skill. In performing any obligation under these Terms, our only duty is to exercise reasonable care and skill.
- Modification of the Services
- We may change our Website or Services. We may change or update our Website or Services and any content therein without warning to you.
- We may add new Services or features. As we grow and develop our Services, we might sometimes need to provide additional terms for a specific service, and such services will be deemed part of the Services and subject of to the Terms. In the event of a conflict between these Terms and the specific terms, the specific terms will prevail for the specific services.
- Non-Assignment You can only transfer your contract with us to someone else if we agree to this. We can transfer our contract with you to a different organisation. We will tell you in writing in this happens and, if you are a Consumer, we will ensure that the transfer won’t affect your rights under the contract.
- If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these Terms are unlawful, the rest will continue to apply.
- Amendments to these Terms. We reserve the right to amend these Terms at any time. All amendments to these Terms will be posted online. Continued use of the Services will be deemed to constitute acceptance of the new Terms. If you do not agree with any amendments to our Terms, you must immediately stop using our Services.
- Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean we can't do it later.
- Notices. Notices under these terms and conditions shall be in writing and delivered by hand or sent by recorded delivery post to the relevant party at its address as set out in these terms and conditions or to the email or a director provided by the relevant party. Without evidence of earlier receipt, communications are deemed received: if delivered by hand, at the time of delivery; if sent by recorded delivery, at 9.00 am on the second business day after posting; or, if sent by email, at the time of transmission, and in the case of post or email it shall be sufficient to prove that the communication was properly addressed and posted or transmitted (in the case of email by way of delivery receipt message).
- Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
- Disputes. If you have a potential claim against us, you shall first, prior to initiating any proceedings, contact us by sending an email to email@example.com (Claim Notice) describing the nature of your claim and provide us with as much information, documentation and evidence we reasonably require for us to assess your claim. If so requested by us, the parties will negotiate in good faith to seek resolution of your claim. In which case, you agree not to bring proceedings against us for at least 60 days from the date of your Claim Notice.
- Governing Law. These Terms and any non-contractual obligations arising in connection with it are governed by and construed in accordance with English law.
- If you are a Business Customer. You submit to the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation.
- If you are a Consumer. You can bring a claim or a dispute arising out of or in connection with these Terms or its subject matter or formation in the English courts except where, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction. We can also bring a claim against you in the jurisdiction in which you are domiciled.