Terms of Service
Please read these Terms carefully before you (a User, as defined below) use our Service.
These Terms tell you who we are, how we will provide the Service to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us using the “Help and Support page” on our Site.
By using the Service you agree to the Terms of this licence which will bind you.
YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 12 “OUR LIABILITY TO YOU” & CLAUSE 13 “YOUR LIABILITY TO US”.
WHO WE ARE
- We are Changeflow Limited, trading as Trackly, and our address is Unicorn Studios, 2a Orwell Place, Ipswich, UK, IP4 1BB. We are a company registered in England and our company number is 7832271.
The following words have the following meaning when we use them in these Terms,
on our Site and in the provision of our Services:
- These are the terms on which we license you to use the Service.
- A reference to “writing” or “written” includes email only.
- The following words have the following meaning when we use them in these Terms, on our Site and in the provision of our Services:
- We use our best endeavours to secure your data but please be aware that internet transmissions are never completely private or secure and that any information you send using the Service may be read or intercepted by others, even if that particular transmission is encrypted.
- By using the Service, you agree to us collecting and using technical information about the devices you use the Service on and related software to improve our products and to provide the Service to you.
- By using the Service, you acknowledge that your personal data will be shared with third parties as set out in these Terms.
SUPPORT & CONTACT
- If you want to learn more about the Service or have any problems using it please take a look at our Help and Support pages.
- If you need to contact us, or you think the Service is faulty or misdescribed, please contact us at [email protected].
- If we have to contact you about the Service we will do so by email, using the contact details you have provided to us when you registered.
HOW YOU MAY USE THE SERVICES
- In return for you agreeing to comply with these Terms, you may view, use and display the Service on your device(s) for your personal purposes only.
- You must be aged 18 or older to accept these Terms and/or to use the Service. You hereby warrant that by registering to use the Service you are 18 or older.
- We are giving you personally the right to use the Service as set out above. You may not transfer your account or the Service itself to someone else, whether for money, for anything else or for free.
REGISTERING AS A USER AND PAYMENT
- Acting at our sole discretion, and without providing a reason to you, we reserve the right to refuse to accept or decline your application to become a user of the Service and may revoke permission to access all or part of the Service at any time.
- We accept no responsibility for the accuracy of User details as displayed in or provided by the Service, or for any data or information you provide through your use of the Service.
- We offer a free 30 day trial for all new Users of our Service. To access your free trial, you must first register as a User in accordance with this clause 6. You must enter your credit or debit card details, as set out below, at the point of registration. Your card will not be charged until your 30 day trial has expired. Following expiry of your 30 day trial you will be charged only in accordance with our pricing page, available at https://trackly.io/pricing or as otherwise agreed in writing.
- Where you have benefitted from a free trial of the Service and the free trial period has expired, your credit or debit card (as registered with us in accordance with clause 6.4 and clause 6.5) will be charged the Price for the upcoming month on the first day following expiry of the trial period and on each monthly anniversary thereafter unless and until you cancel the Service in accordance with clause 7.5.
- If, for any reason, we (through our third party payment provider) cannot take payment in respect of the Price from your registered credit or debit card when payment falls due, we reserve the right to make further requests for payment as we consider necessary. If payment cannot be taken, we reserve the right to suspend the Service immediately.
- By registering as a User on the Site you acknowledge that you enter into a contract with us to provide the Service and that you will then be directed to our third party payment provider to set up a recurring monthly payment in respect of the Price. Where you are eligible for three free tracks via the Service, no payment will be required from you.
- You acknowledge that you take sole responsibility for all activity carried out via your account and that you are responsible for ensuring that you keep your account login details safe.
- You warrant that you have obtained all necessary tracking and monitoring permissions from the site owner before instructing us to track third party websites. You acknowledge that we shall have no responsibility for obtaining any necessary permissions required to track any website entered by you.
- If you wish to amend the Service, you may do so at any time via our platform. If any of the changes you make affect the Price, will we calculate the change on a pro-rata basis and either refund any excess sums to your registered credit or debit card within 14 days of you making the change, or, charge an additional fee for the interim period between you making the change and your next monthly payment falling due.
- If you wish to cancel the Service, you may do so at any time via our platform. When you cancel the Service we will refund all sums paid by you in respect of the month of cancellation on a pro-rata basis.
CHANGES TO THESE TERMS
- We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce.
- We will give you notice in writing of any change either by notifying you of the change when you next use the Site or via email, using the contact details you provided to us at registration.
- Your continued use of the Site shall be deemed acceptance of the changes. If you do not accept the notified changes you will not be permitted to continue to use the Service and you should cancel the Service immediately in accordance with clause 7.5.
UPDATES TO & CHANGES TO THE SERVICE
- From time to time we may automatically update and/or change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Changes shall be automatically installed to the Site and your continued use of the Site and the Service shall be deemed acceptance of the changes. If you do not wish to accept any change or update you should cancel the Service immediately in accordance with clause 7.5.
You agree that you will not:
- instruct us to perform the Service in relation to any website or for any cause which is illegal;
- rent, lease, sub-license, loan, provide, or otherwise make available, the Service in any form, in whole or in part to any person without prior written consent from us;
- copy the Service, except as part of the normal use of the Site or where it is necessary for the purpose of back-up or operational security;
- translate, merge, adapt, vary, alter or modify, the whole or any part of the Service nor permit the Service or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Service on devices as permitted in these Terms;
- disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things;
- use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Service or any operating system;
- transmit or store any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
- use the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- collect or harvest any information or data from the Service or our systems or attempt to decipher any transmissions to or from the servers running the Service.
- You agree that you will not:
INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in the Service throughout the world belong to us (or our licensors) and the rights in the Service are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the Service other than the right to use them in accordance with these Terms.
OUR LIABILITY TO YOU
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- To the extent permitted by law, we are not liable to you in any way for any act or omissions whether by us, our employees, subcontractors, agents or other users of the Service. This limitation applies regardless of whether a liability occurs in contract (by indemnity or otherwise), tort (including negligence), misrepresentation, or breach of statutory duty.
- To the fullest extent permitted by law, we do not give any warranties or representations (either express or implied) regarding the access and use of the Service, including, but not limited to; (a) errors (b) defects (c) accuracy (d) adequacy (e) usefulness (f) reliability (g) operation (h) availability (i) security (j) viruses (k) offensive, threatening, defamatory, or unlawful content.
- We are not liable for business losses. If you use the Service for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- Our total liability to you in respect of all other losses arising under or in connection with this EULA, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid to us by you in connection with the Service in the month preceding the date directly giving rise to such liability.
- You acknowledge that the Service does not offer any advice on which you should rely. You acknowledge that the Service is automated, although we make reasonable efforts to ensure the information provided by the Service is up to date and accurate, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
- You acknowledge that the Service has not been developed to meet your individual requirements. Please check that the facilities and functions of the Service meet your requirements.
- If our provision of the Service or support for the Service is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. For the avoidance of doubt, we do not have any responsibility or liability to you (other than outlined above) for any loss incurred as a result of any disruption (whether temporary or permanent) to the Service.
YOUR LIABILITY TO US
You shall indemnify us against all liabilities, costs, expenses, damages and losses
(including but not limited to any direct, indirect or consequential losses, loss of
profit, loss of reputation and all interest, penalties and legal costs (calculated
on a full indemnity basis) and all other professional costs and expenses) suffered
or incurred by us arising out of or in connection with any:
- breach and/or enforcement of these Terms;
- claim arising from your use of the Service;
- This indemnity shall apply whether or not you have been negligent or at fault.
- You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any:
WHEN WE MAY NOT BE ABLE TO OFFER THE SERVICE
- We may not be able to offer the Service for all pages you want to track if doing so would mean we would be in breach of the terms and conditions of any third party. If this is the case we may have to stop your access to the Service in respect of some pages.
WHEN WE MAY END THE CONTRACT
- We may cease or suspend providing you with access to the Service if we believe you have committed a breach of these Terms.
- We may end your rights to use the Service at any time by contacting you if you have breached these Terms. If, in our opinion, what you have done can be put right we will give you a reasonable opportunity to do so.
- We reserve the right to terminate these Terms at any time. We would provide you with 3 months notice in writing if we do decide to terminate these Terms.
TRANSFERRING THIS AGREEMENT
- We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
NO RIGHTS FOR THIRD PARTIES
- These Terms do not give rise to any rights for third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later.
- Whilst we acknowledge that the Service is used internationally, these Terms are governed by the law of England and Wales and you can bring legal proceedings in respect of the products in the courts of England and Wales. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish courts or the courts of England and Wales. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish courts or the courts of England and Wales.
- Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you can submit a complaint to Centre for Effective Dispute Resolution via their website at https://www.cedr.com/. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/main/?event=main.home.show.