What some words mean

Here are some words we use that have specific meanings:

• "Account Holder" means the company which has a Teamlight.
• "Teamlight account" means an account that you hold with us which allows you to receive The Service;
• "The Service(s)" means the Teamlight app;
• "you" means you, the person who accesses and uses The Service;
• "your Data" means any data entered or uploaded by you while using The Service; and
• "we", "us", "our" or "Teamlight" means Teamlight, the company, registered in Scotland, UK.

Our contract with you

These terms and conditions apply to your access and use of The Service, which together with:

• the Schedule (for more information please read the 'Creating a Teamlight account and accessing the Service' section); and
• the Privacy Policy available here,

form the contract between you and us ("Terms of Service"). Please review these Terms of Service carefully before using The Service. These Terms of Service apply to your use of The Service and you agree to abide by these terms. No other terms are implied by trade, custom, practice or course of dealing.

Creating a Teamlight account and accessing The Service

How to apply: In order to access and use The Service, a Teamlight account must first be created. You create a Teamlight account via the sign up page on our website.

Formation of a contract: Once we accept an application for the creation of a Teamlight account, a legally binding contract will be created between the Account Holder and us. If you sign up for a Teamlight account, you must ensure that you are authorised to enter into this contract for and on behalf of the Account Holder. The contract will be concluded in the English language and the provisions of these Terms of Service shall govern our agreement with the Account Holder and you.

You must keep your Teamlight account login details confidential. You are responsible for all activities that occur under your Teamlight account.

If you have any concerns that your account may have been compromised or used for illegally by a third party, please notify us as soon as possible by emailing us at: [email protected]

We reserve the right to disable your Teamlight account at any time if we find out that your account is being used in a way that is not compliant with these Terms of Service.

Refusal to create an account: We reserve the right, at our discretion, not to authorize the creation of a Teamlight account.

Your rights

Your rights: If you hold a Teamlight account or the business you represent (or which you are advising) holds a Teamlight account and you have authority to access this Teamlight account, we grant you a non-transferable, non-exclusive licence to use The Service in accordance with these Terms of Service.

Conditions: The above licence is granted to you on the condition that you comply with these Terms of Service.

Your obligations

You must:

• keep any password created for the Teamlight account, or any third party single sign on credentials, secure;
• only use The Service on behalf of the Account Holder whose Teamlight account you are accessing and solely for purposes relating to that Account Holder's own business which are legal; and
• only upload to The Service, data that you have right or consent to do so (and for it to be used in accordance with our Privacy Policy).

You must not:

• 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;
• do anything which could reasonably be expected to damage, disable, overburden, compromise or materially impair our systems, support teams or security; or The Service generally or which is likely to interfere with any other party's use or enjoyment of The Service;
• not copy The Services, except as part of the normal use of The Service;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of The Services nor permit any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use The Services on devices as permitted by us;
• not infringe our intellectual property rights or those of any third party in relation to your use of The Service;
• question or dispute our ownership of the intellectual property rights in and to The Service;
• behave in a rude, inappropriate, threatening or violent manner towards our staff;
• be located within a Prohibited Jurisdiction.

Paying for The Service

The price for The Service will depend on the size of your organisation and the features you require. Pricing details are available on our website [here].

We will always let you know in advance of any changes in our fees for the product and will give you the opportunity to decide whether you want to continue using The Service prior to any increase in fees.

Payment: All prices quoted are in United States Dollars and exclude VAT, which is payable by you if applicable. All price information may be subject to change. The Account Holder must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Account Holder, its business address, and a billing contact email address. All card payments are collected and processed by a third-party card processor. By agreeing to these Terms of Service, you authorise us to send instructions to the financial institution that issued your card to take payments from your card account in accordance with these Terms of Service.

Free trials and beta trials: You will not be charged for use of The Service during any ‘free trial' period or any ‘beta trial' period. Please be aware that the Account Holder cannot benefit from more than one ‘free trial' - if we discover that more than one ‘free trial' has been requested, the Account Holder will become liable for payment of any applicable subscription fee for use of The Service after the first ‘free trial' period.

Once the trial period is over, we will automatically renew the Account Holder's subscription and depending on the user profile linked to your Teamlight account during the trial period, bill the Account Holder as instructed at setup (either monthly or annually) using the credit or debit card details provided to us, until the Teamlight account is closed.

Non-payment: We shall be under no obligation to provide you with access to The Service if the subscription fee (plus VAT) or any other charge that you have agreed to pay us (including charges relating to Add-ons or additional features (see below) are not paid on time.

If subscription fees or other agreed charges become overdue, we reserve the right to suspend access to The Service until outstanding amounts are paid or close the Account Holder's Teamlight account permanently. This includes situations where the Account Holder's credit card has expired.

Fees for multiple accounts: If you would like to use The Service to manage more than one business, you will need to sign up for multiple accounts and pay the subscription fee charged by us for each additional Teamlight account.

Who owns what

Rights in your Data: The Account Holder has sole responsibility for the accuracy and reliability of your Data. The Account Holder retains ownership of any copyright, trademarks, database rights and any other intellectual property rights it has in your Data (such as rights in its logo, for example.) Intellectual property rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities. We may also share your aggregated, de-identified Data with select third parties for research purposes, but otherwise we will only use your Data to provide The Service.

Rights in our software: All copyright, database rights, trademarks and other intellectual property rights in The Service are either owned by or licensed to us and nothing in these Terms of Service shall transfer any ownership rights to you or to the Account Holder. You have no right to modify The Service and if you do then to the extent that you do this without our prior written consent, we shall own all the intellectual property rights in any modifications to The Service and you automatically assign absolutely with full title guarantee all such intellectual property rights to us.

Closing a Teamlight account

These Terms of Service will remain in full force and effect as long as you continue to access or use The Service, or until terminated by you or us for any reason set out in these Terms of Service.

Cancellation by you: You can close the Account Holder's Teamlight account at any time by accessing The Service and using the "cancel my account" option in the "Billing" section of the App. No further subscription fees will be billed for the following month. Please note that no refund will be made for any subscription fees already billed and paid.

Suspension and closure by us: We reserve the right to close the Account Holder's Teamlight account or suspend your access to The Service (including during any ‘free trial' or ‘beta trial' period) immediately for the following reasons:

• If you (or any other user of the Account Holder's Teamlight account) fail to abide by these Terms of Service;
• If we reasonably suspect that Your account (or any other account you hold with us) is being used or is planned to be used for an illegal purpose;
• If payment of the subscription fees is not paid on time;
• If we deem you're using Teamlight in a 'Prohibited Jurisdiction';
• If we’re required to do so by law or regulation; and/or
• If you behave in a rude, inappropriate, threatening or violent manner towards our staff.

If we withdraw access to The Service for any of the above reasons, no refund will be payable by us to you.

We reserve the right to close the Account Holder's Teamlight account for any reason, by giving the Account Holder one month's notice.

If, for whatever reason, our specific arrangement that we have with the third party comes to an end (or you are no longer entitled to benefit from the arrangement) you may continue to access and use The Service by becoming a Directly Charged User within 30 days of the arrangement with the third party coming to an end.

Viruses

We do not guarantee that your use of The Service will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access The Service. You should use your own virus protection software.

You are not allowed to knowingly introduce viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful to The Service. We also do not permit attempts to gain unauthorised access to The Service, the server on which The Service may be stored or any server, computer, database connected to The Service or the attachment of the website via a denial-of-service attack or a distributed denial-of-service attack.

Anyone involved in the above-mentioned activities will be restricted from using The Service and is at risk of having committed a criminal offence under the Computer Misuse Act 1990. If we become aware of any such activities, we will report to the relevant law enforcement authorities and share the identity of those involved.

Disclaimer

IMPORTANT: This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The Service. It also requires the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.

No guarantees: We make no guarantee that The Service will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service. We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorised use. The Service is not a substitute for a professional accountant and any information presented does not constitute accounting advice or tax advice.

Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of the possibility) including the following losses (whether direct or indirect): loss of profit; loss of anticipated savings; loss of sales or business; loss of or damage to goodwill; loss of use or corruption of software, data or information; and indirect and consequential loss.

Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service shall not exceed a total aggregate amount equal to the subscription fees which the Account Holder has paid to us in the previous month (or the relevant third party on their behalf).

Liability to us: If you access The Service using a password created to control access to the Account Holder's Teamlight account, then the Account Holder shall be held liable for any reasonable costs, losses and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be personally held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.

General legal matters

Entire agreement: These Terms of Service describe the entire agreement between you, the Account Holder and us regarding The Service, and supersede and extinguish any prior understandings or agreements.

By agreeing to these terms and conditions you agree, if you use the relevant features, to be bound by the terms and conditions listed above (and as subsequently amended from time to time) and any other third-party terms subsequently accepted by you while using The Service ("Third Party Terms"). Any breach by you of the Third Party Terms shall, without limiting any other remedy available to the third-party provider, be deemed to be a breach of these Terms of Service.

Changes to this contract: We may need to change these Terms of Service from time to time. Changes to the terms will be posted on our website and updated on our App. We will notify you of any material changes to our Terms of Service by sending you an email with details of the change or notifying you of a change next time you use The Service following a change to these terms. Material changes include changes to the price, payment terms, and where relevant the Schedule. Changes to the Terms of Service will be effective immediately. If you do not agree to changes to the terms and conditions you can end your contract with us (Please see 'Closing a Teamlight account' section for more information). Please ensure that you review any updates to these Terms of Service before continuing to use The Service. Your continued use of The Service will be deemed to constitute acceptance by the Account Holder of all of the new terms. These Terms of Service may not otherwise be changed without our written consent.

Transfer of rights and obligations: We shall be entitled to transfer our rights and/or obligations under these Terms of Service to another party. Neither you nor the Account Holder may transfer any of your rights or obligations under these Terms of Service without our written consent.

Waiver and severability: If either you or we ignore any breach of these Terms of Service, it doesn't mean that any further breach cannot be enforced. Similarly, if any part of these Terms of Service turns out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

Resolving disputes: These Terms of Service shall be governed by and interpreted in accordance with Scots law. If any party wants to take court proceedings in relation to The Service, it must do so in Scotland. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.

You may also be entitled to use the European Commission’s Online Dispute Resolution platform to resolve your complaint. The platform can be found here.

Interpretation: The following rules of interpretation apply to these Terms of Service:

• The headings are for convenience only and shall not affect the construction or interpretation of these Terms of Service.
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• A reference to writing or written includes email.
• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.