These terms of service were last updated on: 5th September 2014. Any future changes to these terms will be reflected on this page.
1. Information about us
1.1 Our site is operated by SharpCloud Software Limited (Registered number: 07786718) (us, our, we, SharpCloud). You can contact us by email: firstname.lastname@example.org.
1.2 We are a limited company registered in England & Wales.
2. Accessing our site.
2.2 From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us
2.3 Free access to certain parts of our site is permitted without registration only for information and marketing purposes. In order to use the service, users must register with us and, if applicable, pay a subscription fee.
2.4 We provide online, email and telephone support to our registered users as part of the subscription packages offered.
2.7 You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
3. Prohibited uses
3.1 You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards (see below).
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party
4.1 To subscribe to the services you will need to follow the subscription procedures set out [here], which also set out the various payment methods applicable to each package. If you are subscribing to the service through a third party supplier, please refer to that supplier’s terms and conditions.
4.2 Your payment will cover access to the services for the period specified on the order form. The price of any subscription is the price in force at the date and time of your order. We may change the price of any subscription before you place a subscription request. We try to ensure that our prices displayed on our site are accurate but the price on your order will need to be validated by us as part of the acceptance procedure (see sub-section 4.3 below). We will inform you if a subscription’s correct price is higher than that stated in your subscription request and you may cancel the order and decide whether or not to subscribe to the service at the correct price. The prices are exclusive of applicable taxes unless otherwise stated.
4.3 We are entitled to refuse any subscription request placed by you. If your subscription request is accepted, we will confirm acceptance to you by online electronic means (‘Confirmation’) to the email address you have given us on registration or on ordering. The subscription to the service will be made available to you on Confirmation. Making the service available to you on Confirmation constitutes performance of our services.
4.4 You undertake that all details you provide to us or any third party supplier for the purpose of subscribing to the service will be correct, that the credit or debit card, or any electronic cash, which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any subscription. We reserve the right to obtain validation of your credit or debit card details before providing you with any services.
5.1 If you wish to cancel your subscription to any part of the service within seven (7) working days of Confirmation for any reason (including if you simply change your mind), you may do so if you send us a notice in writing or other durable medium (including email), but only if you have not yet been granted access by us to any service via the site. If you exercise your right to cancel as set out in this sub-section 5.1, you may claim a refund from us, which will be paid as soon as possible, but in any event within thirty (30) days
5.2 Sub-section 5.1 only applies to subscriptions made directly with us. If you have ordered a subscription package via a third party supplier, please refer to that supplier’s cancellation policy.
6. Interactive services
6.1 Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
6.2 We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
6.3 By submitting your details on our website you are stating that you are eighteen (18) years old or older. We will remove your personal information from our records if it comes to our attention that you are under eighteen (18).
6.4 The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
6.5 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
7. Content standards
7.1 These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.
7.2 You must comply with the spirit of the following standards as well as the letter. These standards apply to each part of any contribution as well as to its whole.
7.3 Contributions must:
- Be accurate (where they state facts).
- Be genuinely held (where they state opinions).
- Comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
- Contain any material which is defamatory of any person.
- Contain any material which is obscene, offensive, hateful or inflammatory.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- Give the impression that they emanate from us, if this is not the case.
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
7.4 We reserve the right to remove any content which breaches or may breach the standards set out above in our sole opinion.
8. Intellectual property rights
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the service are the sole responsibility of the person from which such content originated. All such information is referred to below as the “content”.
8.2 You should be aware that content presented to you as part of the service may be protected by intellectual property rights which are owned by the persons who make available that content (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this content (either in whole or in part) unless you have been specifically told that you may do so by us or by the owners of that content, in a separate agreement.
8.3 We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all content from our service.
8.4 You understand that by using the service you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the service at your own risk.
8.5 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content that you create, transmit or display while using the service and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that we (or our licensors) own all legal right, title and interest in and to the service, including any intellectual property rights which subsist in the service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Other than as expressly set out herein you are not given any right, title or interest to our site or our service. You further acknowledge that the service may contain information which is designated confidential by us and if so that you shall not disclose such information without our prior written consent.
9.2 Nothing in the terms gives you a right to use any of our trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.3 Other than the limited license set out in Section 11, we acknowledge and agree that we do not obtain any right, title or interest from you (or your licensors) under these terms in or to any content that you submit, post, transmit or display on, or through, the service, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with us, you agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the service.
9.5 Unless you have been expressly authorised to do so in writing by us, you agree that in using the service, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
10.1 We give you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provided to you by us as part of the service as provided to you by us (referred to as the “software” below). This licence is for the sole purpose of enabling you to use and enjoy the benefit of the service as provided by us, in the manner permitted by these terms.
10.2 The licence referred to in 8.1 above may be terminated in accordance by us in accordance with these terms.
10.3 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by us, in writing.
10.4 Unless we have given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the software, grant a security interest in or over your rights to use the software, or otherwise transfer any part of your rights to use the software.
11. Content licence from you
11.1 You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the service. By submitting, posting or displaying the content you give us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, perform, display and distribute any content which you submit, post or display on or through, the service. This licence is for the sole purpose of enabling us to display, distribute and provide the service.
11.2 You understand that we, in performing the required technical steps to provide the service to our users, may (a) transmit or distribute your content over various networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit us to take these actions.
11.3 You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above licence.
12. Reliance on information posted
12.1 Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
13. Our site changes constantly
13.1 Our site automatically updates constantly. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material (including without limitation the tools provided as part of our service).
14. Our liability
14.1 Our site, the material displayed on our site and our service is provided “as is” without any guarantees, conditions or warranties as to its accuracy. We disclaim all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the information, content, tools and materials available through the site and the service. We do not represent or warrant that materials or tools in the site or the service are accurate, complete, reliable, current or error-free.
14.2 We are not responsible for typographical errors or omissions or for the malfunction of our service or any part of it including tools that may be provided as part of our service or the results from such tools. While we attempt to make your access and use of the site and the service safe, we cannot and do not represent or warrant that the site or its server(s) are free of viruses or other harmful components; therefore, you should use industry-recognised software to detect and disinfect viruses from any download.
14.3 To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability (whether in contract or tort) for any direct, indirect or consequential loss or damage incurred by any user in connection with our site, our service (including without limitation the tools provided as part of our service) or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, or from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from Acts of God, communications failure, theft, destruction or unauthorised access to our records, programs or service, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
14.4 In no event shall the aggregate liability of sharpcloud, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the site or the services exceed any compensation you pay, if any, to us for access to or use of the site.
14.5 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
15. Information about you and your visits to our site
16. Viruses, hacking and other offences
16.1 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
16.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
16.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
17. Links from our site
17.1 We have no control over and does not host third party content or services. Similarly, we cannot control links to other websites or other Internet resources. These resources, content and services are provided to you “as is” to facilitate your web browsing.
17.2 As such, you acknowledge that we may not be held liable with respect to third party resources, content or services and you undertake to directly and exclusively contact the appropriate third party with any claim or request you may have. We may not be held liable with respect to the content, advertisements, products, services or any other data or information available on or from those external sites or sources. Furthermore, you understand that we may not be held liable for any damages or loss arising from or connected with the use of or the reliance on the contents, goods, or services available on those external sites or sources.
18. Suspension and termination
18.1 We will determine, in our discretion, whether there has been a breach of these terms and conditions through your use of our site. When a breach of these terms has occurred, we may take such action as we deem appropriate which may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
18.2 We exclude liability for actions taken in response to breaches of these terms and conditions. The responses described above are not limited, and we may take any other action we reasonably deem appropriate. You hereby fully indemnify us and keep us fully indemnified in relation to any breach by you of these terms.
20. Dispute Policy
20.1 If you believe any content posted by another user is in breach of these terms or in any other way infringes your rights, you can send us a formal notice (a Moderation Notice):
20.2 A Moderation Notice should be sent either:
By Post: to our current registered office, marked for the attention of “The Legal Department”; or
By Email: to email@example.com.
20.3 The Moderation Notice should include details of:
- the date, time and listing of the comment(s)/content concerned;
- the action that you wish us to take in respect of the comment(s)/content; and
- the basis on which the action requested is requested (e.g. alleging it to be defamatory, abusive or otherwise in breach of these terms).
20.4 On receipt of the Moderation Notice, we shall, in most circumstances:
- immediately suspend the comment(s)/content concerned;
- commence an investigation into it/them; and
- contact the user(s) concerned:
- with a copy of your Moderation Notice;
- giving them an opportunity to make representations to us in connection with their comment(s)/content and any points you made in your Moderation Notice; and
- requesting that they respond to us within 21 days.
20.5 If we do not receive a response from the user(s) within 21 days, we will permanently delete the relevant comment(s)/content.
20.6 Once we have received a response from the user(s), we will take a decision within 21 days on whether to reinstate the comment(s)/content, permanently delete it/them or keep it/them suspended pending further investigation.
20.7 Once we have taken our decision, we will notify you and the user(s) concerned as soon as possible. When notifying you of the decision, we will attach a copy of the user(s)’ representations (if any), redacted to protect their identity.
20.8 For the purposes of openness and fairness, we will send copies of all relevant correspondence addressed to it to all parties, again redacted where appropriate to protect the user(s)’ identity.
21.2 For the purpose of the Data Protection Act 1998 (the Act), the data controller is Sharpcloud Limited.
22. The personal and other information we collect
22.0 Transaction Information. When you subscribe to sharpcloud we ask you to provide financial information (including credit and debit card details) to complete the subscription transaction. The transaction is processed through a secure gateway on the Zuora billing and subscription platform. In order to maintain and renew your (monthly or annual) subscription the financial information is stored in Zuora where all sensitive customer data is encrypted in accordance with PCI DSS v1.2 standards and personal data is secured according to Safe Harbor Standards.
- If you contact us, we may keep a record of that correspondence.
- We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
- Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
- To enable us to provide you with access to the service
- To contact you with email updates and occasional offers of our products or services. If at any time you wish to unsubscribe from receiving these emails you will find instructions of how to do so at the bottom of each email.
- To produce reports, statistics and analysis of the types of people and their usage of the Website.
- To administer, support, improve and develop our website and service.
- To estimate usage pattern.
- To store information about your preferences.
- To speed up your searches.
- To recognise you when you return to our site.
22.3 By submitting your details on our website you are stating that you are 18 years old or older. We will remove your personal information from our records if it comes to our attention that you are under 18.
23. Use of your information
23.1 We will only use your information for the following purposes:
24. Disclosure of your information
24.1 We do not sell or rent your personal information to any third parties or share it with third parties except as described in this Policy. We may share personal information with third parties when you give your consent. In addition, we may share your information with third parties if we believe in good faith that the disclosure is necessary or appropriate to comply with law or legal process; to protect and defend the rights and property or personal safety of sharpcloud, our customers or the public; to prevent and protect sharpcloud and our users from fraudulent, abusive, unlawful or unauthorized use of the site; or to otherwise enforce our rights and agreements. Your personal information also may be disclosed or transferred as part of, or during negotiations of, any merger, sale of company assets, financing or acquisition or in any other situation where personal information may be transferred as one of the business assets of sharpcloud. We may disclose your personal information to any member of our Corporate group from time to time which means our subsidiaries, our ultimate holding company and its subsidiaries as defined in section 1159 of the UK Companies Act 2006.
25. Online communities
25.1 Our websites and service support online communities and collaboration features, such as public roadmaps, commenting and user profiles. Please note that information you post or public roadmaps or shared roadmaps is available to other users who have rights to access these roadmaps. This information may include Your name, user ID and profile photo.
26. Protecting personal information
26.1 We employ security measures to protect your information from access by unauthorised persons and against unlawful processing, accidental loss, destruction and damage. We will retain your information for a reasonable period or for as long as the law requires.
26.2 To help protect the confidentiality of your personal information, you must keep your password confidential and not disclose it to any other person. You are responsible for all uses of the our site by any person using your password. Please advise us immediately if you believe your password has been compromised or misused.
27. IP addresses and cookies
27.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
27.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:
28. Where we store your personal data
29. Your rights
29.1 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at firstname.lastname@example.org.
29.2 Our site contains links to and from the websites of our partner networks and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
30. Access to information
30.1 The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
32. Security Policy (updated on 15 October 2009)
32.1 We use advanced technology for Internet security. When you access our site using a supported browser, Secure Socket Layer (SSL) technology protects information using both server authentication and data encryption, which is designed to keep content posted in sharpcloud safe and secure and to prevent unauthorized access by users that have not been invited to collaborate on a roadmap. sharpcloud provides each user a unique account and password.
32.2 sharpcloud data and applications are hosted on Microsoft Azure. For more information on Microsoft’s security and service levels for Azure click here
32.3 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
34. Jurisdiction and applicable law
34.1 The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.