Terms of Service

1. Acceptance of Terms

By accessing or using the DataRecs website and services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services. If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

2. Eligibility

You must be at least 18 years of age to use our services. By using our services, you represent and warrant that you meet this requirement.

3. Description of Service

DataRecs provides an enterprise data reconciliation platform that enables organisations to compare and validate data across multiple sources. Our services include the web application, APIs, CLI tools, and related documentation.

4. User Accounts

To access certain features, you may be required to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must provide accurate and complete information when creating your account and keep it up to date. You must notify us immediately of any unauthorised use of your account.

5. Acceptable Use

You agree not to:

• Use the service for any unlawful purpose or in violation of any applicable laws.
• Attempt to gain unauthorised access to any part of the service or its related systems.
• Interfere with or disrupt the integrity or performance of the service.
• Reverse engineer, decompile, or disassemble any aspect of the service.
• Use the service to build a competitive product or service.
• Sublicense, resell, rent, lease, or distribute the service to any third party.
• Upload or transmit any malicious code, viruses, or harmful content.
• Use automated means (bots, scrapers, etc.) to access the service without our prior written consent.

6. Fees and Payment

Certain features of our services require payment of fees. By subscribing to a paid plan, you agree to the following:

• All fees are quoted in GBP and are exclusive of VAT and other applicable taxes, which you are responsible for paying.
• Subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) unless you cancel before the renewal date.
• We will charge the payment method on file at the start of each renewal period. You are responsible for keeping your payment information current.
• If we are unable to process payment, we may suspend your access to the service until payment is received.
• If your account remains unpaid for more than 30 days, we reserve the right to delete your data after providing 14 days' written notice.
• We may change our fees at any time, but changes will not apply until your next renewal period. We will give you at least 30 days' notice of any fee increase.
• Fees are non-refundable except where required by law or as otherwise stated in these Terms.

7. Intellectual Property

All content, features, and functionality of the DataRecs service, including but not limited to software, text, graphics, logos, and documentation, are owned by DataRecs and are protected by international copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right to use our trademarks, logos, or branding without our prior written consent.

8. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. This includes, but is not limited to, your data, our service internals, pricing terms, and security configurations.

Each party agrees to:

• Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care.
• Use the other party's Confidential Information only as necessary to fulfil its obligations under these Terms.
• Not disclose the other party's Confidential Information to any third party, except to employees, contractors, or service providers who need to know and are bound by confidentiality obligations at least as protective as these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

A party may disclose Confidential Information if required by law, provided it gives the other party reasonable prior notice (where legally permitted) so that the other party may seek a protective order.

9. Data Processing

Our handling of your personal data is governed by our Privacy Policy. By using our services, you acknowledge that your data will be processed in accordance with that policy and any applicable Data Processing Agreement.

10. Service Availability

We target 95% uptime availability and 99% data durability for our services, measured on a monthly basis. These targets exclude scheduled maintenance, for which we will endeavour to provide reasonable advance notice.

We do not guarantee uninterrupted access to the service. We may perform maintenance or updates that temporarily affect availability. We will use reasonable efforts to minimise disruption and to notify you in advance of planned downtime.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATARECS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DATARECS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATARECS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

DATARECS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO DATARECS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless DataRecs and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the services in violation of these Terms.
• Any data you submit to the service that infringes or violates a third party's rights.
• Your violation of any applicable law or regulation.

DataRecs will promptly notify you of any such claim and will provide reasonable cooperation in the defence of the claim at your expense.

14. Feedback

If you provide us with any suggestions, ideas, enhancement requests, or other feedback regarding our services ("Feedback"), you grant DataRecs a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensable licence to use, reproduce, modify, and incorporate such Feedback into our services and products without any obligation to you. Feedback shall not be considered your Confidential Information.

15. Termination

Either party may terminate these Terms at any time by providing 30 days' written notice to the other party.

We may suspend or terminate your access to the service immediately if:

• You breach any material term of these Terms and fail to cure such breach within 14 days of written notice.
• Your account is more than 30 days overdue on payment.
• You become subject to insolvency proceedings.

Upon termination, your right to use the service ceases immediately. We will make your data available for export for 30 days following termination, after which we may delete it. Any fees accrued prior to termination remain payable.

The following sections survive termination: Sections 7 (Intellectual Property), 8 (Confidentiality), 11 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Feedback), 18 (Governing Law), and 19 (Dispute Resolution).

16. Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. DataRecs may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section shall be void.

17. Export Compliance

You agree to comply with all applicable UK export control laws and regulations in connection with your use of the services. You represent that you are not located in, or a resident of, any country subject to UK trade sanctions, and that you are not listed on any UK government restricted party list.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

19. Dispute Resolution

If a dispute arises under these Terms, the parties agree to first attempt to resolve it informally by contacting each other in writing. Each party shall make a good-faith effort to resolve the dispute within 30 days of receiving written notice.

If the dispute cannot be resolved informally, either party may bring proceedings in the courts of England and Wales, which shall have exclusive jurisdiction.

20. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and DataRecs regarding the use of our services. They supersede all prior agreements, representations, and understandings between the parties relating to the subject matter. Any additional or conflicting terms proposed by you are expressly rejected unless agreed to in writing by DataRecs.

21. Changes to Terms

We may modify these Terms of Service at any time. We will provide at least 30 days' notice of material changes by posting the updated terms on this page and, where appropriate, notifying you by email. Continued use of the service after changes take effect constitutes acceptance of the modified terms. If you do not agree to the updated terms, you must stop using the service before they take effect.

22. Contact

For questions about these Terms of Service, please contact us at [email protected].