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Terms of Use

These terms of use (hereafter referred to as "Terms of Use") govern your access to and use of the roofing calculator, dashboard, application programming interface and related documentation (hereafter collectively referred to as "The Software" as specified in Section 1.1) provided by FlexiProof Limited (Companies House company number 09132601, registered address Constable Court, 62 Dene Street, Dorking, United Kingdom, RH4 2DP) operating under the trading name of "Roof-Calc" (hereafter referred to as "The Provider").

By accessing or using The Software, you (hereafter referred to as "The Consumer") agree to be bound by the Terms of Use. If you are accepting on behalf of a company or any other legal entity, you represent that you have the authority to bind and act on behalf of that entity.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE SOFTWARE.

1 - Definitions​

1.1 - Terms​

  1. "The Calculator" means the Roof-Calc calculator application built and maintained by The Provider and accessible at the URL https://app.roof-calc.co.uk.
  2. "The Dashboard" means the Roof-Calc management dashboard provided by The Provider and accessible at the URL https://dashboard.roof-calc.co.uk.
  3. "The API" means the Roof-Calc management RESTful application programming interface provided by The Provider and accessible at the URL https://api.roof-calc.co.uk.
  4. "The Documentation" means all of the documentation provided by The Provider pertaining to The Calculator, The Dashboard and The API and accessible at the URL https://docs.roof-calc.co.uk.
  5. "The Software" means collectively any and all of the SaaS (software as a service) products provided by The Provider under the trading name of "Roof-Calc". These products include but are not be limited to The Calculator, The Dashboard, The API and The Documentation.
  6. "The Consumer Calculator" means collectively any and all instances of The Calculator embedded in any of The Consumer's website(s), e-commerce solutions or point of sale devices.
  7. "The Consumer Application" means collectively any and all parts of software built by The Consumer or by The Provider on behalf of The Consumer which rely on The API for their functionality or use The API to keep updated API Data associated with The Consumer.
  8. "The Consumer Integration" means the combination of The Consumer Calculator and The Consumer Application.
  9. "API Request" means requests, calls, queries or transactions made with The API.
  10. "API Response" means any data, messages and status codes returned in response to an API Request.
  11. "API Data" means any data, content or information made available to The Consumer through The Software or via an API Request including but not limited to search results, database records and computed outputs.
  12. "API Credentials" means credentials issued to The Consumer by The Provider through The Dashboard in order to authenticate The Consumer Application with The API.
  13. "Rate Limit" means the maximum number of API Requests permitted within a corresponding time period.
  14. "End User" means any third-party individual or entity that accesses The Consumer Integration.
  15. "End User Data" means any data, content, files or information that End Users submit, upload or otherwise provide to The API as input typically through The Consumer Calculator.
  16. "Uptime" means time during which ALL of the services offered by The Software are available.
  17. "Percentage Uptime" means the percentage of time during which ALL of the service offered by The Software are available, calculated on a monthly basis as:

Percentage Uptime = ((Total Minutes in Month - Downtime Minutes in Month) / Total Minutes in Month) x 100

  1. "Downtime" means time during which ONE or all of the services offered by The Software are not available. Downtime shall NOT include any time with a lack of service availability which falls in a maintenance window or an uptime monitoring hiatus.
  2. "Host Provider" means any of the service host providers which The Provider uses to host The Software.
  3. "Breaking Change" means any change which MAY "break" The Consumer Integration as a result of incompatible changes in production endpoints or data formats and property naming within various features which would be classed as a SemVer Major change.
  4. "Deprecated Feature" means a feature, endpoint or functionality of The Software which MAY be removed, replaced in the future.
  5. "Sunset Date" means the date after which any Deprecated Feature MAY be removed from The Software without further notice.
  6. "Security Policy" means any information security policy or data protection policy maintained and followed by either party responsible for how that party protects and handles any private or sensitive data and credentials used for access to protected services.
  7. "Dashboard User" means any Consumer user actively signed in to The Dashboard on one or more devices.
  8. "Feedback" means any suggestions, feature requests, bug reports or other feedback regarding The Software given to The Provider by The Consumer.
  9. "Confidential Information" means all non-public information disclosed by either party to the other in connection with these Terms of Use, including but not limited to API Credentials, technical specifications, pricing and security configurations. Confidential Information does not include information that:
    1. Is or becomes publicly available through no fault of the receiving party;
    2. Was known to the receiving party before disclosure;
    3. Is independently developed without reference to the disclosing party's Confidential Information;
    4. Is received from a third-party without restriction on disclosure.

2 - Licence​

2.1 - Grants​

Subject to The Consumer's compliance with the Terms of Use, The Provider hereby grants The Consumer a limited, non-exclusive, non-transferrable, revocable licence to:

  1. Use The Software to assist in selling products supplied to The Consumer by The Provider;
  2. Embed The Calculator in any website, e-commerce solution or point of sales device owned and controlled by The Consumer. This may be by means of an iframe or through the use of a custom plugin or integration for the specific e-commerce solution used by The Consumer;
  3. Use The Dashboard to manually find and modify End User Data and API Data associated with The Consumer;
  4. Use The API to automatically keep updated API Data associated with The Consumer;
  5. Access The Documentation for the purposes learning to use The Software and building and maintaining The Consumer Integration.

2.2 - Restrictions​

The Consumer shall NOT under any circumstances:

  1. Use The Software to sell products not supplied to The Consumer DIRECTLY by The Provider unless subject to a WRITTEN agreement as described in Section 3.4;
  2. Share or demonstrate The Software to any industry competitors of The Provider including by means of sharing API Data or by sharing screenshots or recordings of any part of The Software;
  3. Resell or redistribute in any way The Software to any third-party or offer any similar service which acts as a proxy for The Software;
  4. Use The Software for any purpose beyond the scope of the intended use as described in Section 3.2;
  5. Remove, obscure or alter any proprietary notices, attributions or branding from The Software or the API Data as part of The Consumer Integration;
  6. Attempt to reverse engineer, decompile or otherwise derive the source code or underlying structure of The Software;
  7. Scrape, crawl, cache or store any API Data beyond what is absolutely necessary for the NORMAL operation of The Consumer Integration except as expressly permitted in The Documentation;
  8. Attempt to circumvent or interfere with any controls of The Software including but not limited to security, authentication and rate limiting;
  9. Misrepresent their identity when using The Software.

3 - Use of Software​

3.1 - Acceptable Use​

The Consumer shall use The Software only for lawful purposes and in compliance with:

  1. The Terms of Use;
  2. The Documentation;
  3. The intended use set forth in Section 3.2;
  4. Any relevant laws and regulations under UK Law and the Law of England & Wales.

3.2 - Intended Use​

Unless agreed to otherwise subject to WRITTEN communication between the parties, The Software is intended for the sole purpose of assisting The Consumer in marketing, quoting for and selling products supplied to them DIRECTLY by The Provider. The consumer shall NOT use The Software to sell any products supplied to them by third parties including products originating from The Provider but supplied to The Consumer via a third-party.

3.3 - Fair Use​

3.3.1 - Rate Limiting​

The Provider MAY impose one or more Rate Limits on incoming API Requests by returning HTTP 429 (Too Many Requests) responses, throttling requests or by temporarily suspending access. Information on remaining API Requests within the current Rate Limit window MAY be provided in the headers of an API Response. The Provider is NOT obliged to make public its Rate Limit policy; internal Rate Limit policy is set based on what The Provider believes is reasonable for the normal operation of The Consumer Integration and is entirely at the discretion of The Provider.

3.3.2 - Burst Requests​

Short bursts exceeding instantaneous Rate Limits MAY be permitted on a best-effort basis but are NEVER guaranteed. In all cases The Provider reserves the right to throttle or suspend access to The Consumer at any time if they reasonably suspect that The Consumer's usage pattern is unreasonable, abusive or disproportionately burdens The API compared to other users regardless of whether such a usage pattern falls within internal Rate Limits.

3.3.3 - Monitoring​

The Consumer acknowledges that The Provider MAY monitor usage of The API by recording and storing data including but not limited to request volume, response times, error rates and payload sizes. Such monitoring is conducted for the purposes of enforcing these Terms of Use, preventing abuse and improving quality of service. The Provider shall NOT use personal End User Data for monitoring purposes except as necessary to enforce these Terms of Use.

3.4 - Extended Use​

Subject to a separate WRITTEN agreement between the parties as specified in Section 3.2, The Software MAY be used to sell The Consumer's own products or products supplied by third parties. Such an agreement will require The Provider to complete additional configuration of The Consumer's account to enable this extended usage and may require The Consumer to pay for access to The Software. Rates for access to The Software will be agreed upon individually on a per-case basis.

3.5 - Prohibited Use​

The Consumer shall NOT:

  1. Use The Software to engage in any illegal activity under UK Law or the Law of England & Wales;
  2. Use The Software to generate or distribute harmful content including but not limited to viruses, spam, attempts at phishing or fraud and explicit content;
  3. Use The Software to infringe on the intellectual property rights of The Provider or any other third-party;
  4. Use The Software to collect, process or store personal information in violation of GDPR laws and any other applicable privacy laws under UK Law or the Law of England & Wales;
  5. Attempt to violate the security, reliability or availability of The Software in any way. Such attempts may include but are not limited to penetration testing, load testing, conducting DOS or D-DOS attacks against any system maintained by The Provider and attempts in any way to gain privileged access to these systems to which The Consumer is not entitled.

3.6 - Authentication and Security​

3.6.1 - Dashboard​

The Consumer shall:

  1. Implement and maintain a reasonable Security Policy to protect any devices used to access The Dashboard and prevent any Dashboard User's JWT access and refresh tokens stored in browser local storage from being stolen;
  2. In the event of any security breaches relating to devices used to access The Dashboard:
    1. Sign the Dashboard User out of all devices using the sign out modal on The Dashboard by ticking the box labeled similarly to "Check this box to be signed out from all devices";
    2. Inform The Provider as soon as is practical and not longer than 20 business days after the event including any relevant details and any suspected illicit account usage which may need to manually reversed by The Provider.

3.6.2 - Documentation​

With the exception of accessing these Terms of Use accessible at the URL https://docs.roof-calc.co.uk/docs/terms-of-use, The Documentation may only be accessed via The Dashboard. Attempting to access The Documentation directly without first authenticating yourself by signing in through The Dashboard will result in a browser redirect to The Dashboard.

3.6.3 - API​

The Consumer shall:

  1. Store API Credentials securely for example using environment variables;
  2. Rotate API Credentials using The Dashboard or by making a direct request to The Provider whenever it is suspected that the API Credentials may have been compromised;
  3. Use HTTPS for all communications with The API;
  4. Validate and sanitize all values and inputs before making any communication with The API;
  5. Implement proper error handling within The Consumer Application such that any errors from The API are not exposed directly to End Users.

The Consumer shall NOT:

  1. Store API Credentials insecurely for example inline in source code, public repositories or client-side applications;
  2. Transmit API Credentials insecurely for example by email or in any other plaintext format;
  3. Share API Credentials under any circumstances.

3.6.4 - General​

The Consumer shall:

  1. Implement and maintain a reasonable Security Policy and security measures within The Consumer Integration to:
    1. Protect API Credentials, API Data and End User Data;
    2. Protect the End User against threats including but not limited to viruses, spam and attempts at phishing or fraud resulting from vulnerabilities within The Consumer Integration.
  2. Conduct periodic reviews of their Security Policy and any security measures within The Consumer Integration to ensure that protections intended to enforce the requirement above are up-to-date and that the End User is not exposed to any undue risks arising from new vulnerabilities or out-of-date software;
  3. Inform The Provider as soon as is practical and not longer than 20 business days after the event of any security breaches within The Consumer Integration or breaches of the Security Policy concerning API Credentials, API Data or End User Data;
  4. Inform The Provider as soon as is practical and not longer than 20 business days after the event of finding any suspected bugs or security issues within The Software.

4 - Data Rights and Privacy​

4.1 - End User Data​

The Consumer retains all rights, titles and interests in and to End User Data related to The Consumer. The Provider acquires no ownership rights in End User Data subject to the following conditions:

  1. The Consumer grants The Provider a limited, non-exclusive, worldwide, non-revocable licence to use, process, store and transmit any and all End User Data as necessary to:
    1. Provide The API;
    2. Comply with applicable with UK Law and the Law of England & Wales;
    3. Enforce these Terms of Use.
  2. The Consumer explicitly grants The Provider a similar licence to process, store and transmit anonymous End User Data for the purposes of conducting statistical analyses of roof specifications and other End User selections which will be used to monitor and improve The Software.

4.2 - API Data​

The Provider retains all rights, titles and interests in and to API Data. The Consumer receives a limited, non-exclusive, revocable licence to use API Data SOLELY within The Consumer Integration and in accordance with these Terms of Use.

The Consumer shall NOT:

  1. Sell, sub-licence or otherwise distribute or redistribute API Data to third parties in any way or as a standalone dataset;
  2. Use API Data to create a derivate database or service that replaces or substitutes The API or any other part of The Software;
  3. Cache or store API Data for longer than 24 hours unless expressly permitted by The Provider or when strictly necessary for the purposes of supplying a service under these Terms of Use.

4.3 - Privacy​

Each party shall comply with all applicable data protection and privacy laws under UK Law and the Law of England & Wales including UK General Data Protection Regulation (UK GDPR).

If The Consumer Integration processes the personal data of End Users, the Consumer shall:

  1. Maintain an appropriate privacy policy that accurately describes its data collection and processing practices including the use of The API;
  2. Obtain all necessary consents for processing the personal data submitted to The API by the End User including all consents required under UK GDPR.

The Consumer shall NOT submit personal End User data to The API without having first obtained all of the necessary consents from the End User or without otherwise having a lawful basis for doing so according to the applicable privacy laws under UK Law and the Law of England & Wales including UK GDPR.

4.4 - Deletion​

Upon termination of The Consumer's access to The Software, The Provider shall delete API Data relating to The Consumer including the personal details stored in association with End User Data within 20 business days except as required by law or as necessary for backup, archival or fraud prevention purposes.

The Consumer may request deletion of the personal details of a specific End User at any time by contacting support at [email protected].

4.5 - Security​

The Provider shall implement and maintain appropriate industry-standard administrative and technical safeguards to protect The Consumer's data including End User Data stored by The Producer.

4.6 - Notification of Breach​

The Provider shall notify The Consumer of any confirmed security breach involving unauthorized access to Consumer Data including End User Data within 20 business days of discovery and shall, where possible:

  1. Describe the nature and scope of the breach;
  2. Identify the data affected;
  3. Describe remedial measures taken or planned;
  4. Provide a point of contact for further information if this point of contact is not the same as the usual account contact at [email protected].

5 - Intellectual Property​

5.1 - Provider​

The Provider retains ALL rights, titles, and interests in and to The Software and API Data, The Provider's trademarks and branding and all related intellectual property, including copyrights, trade secrets and software design and architecture. These Terms of Use do NOT grant The Consumer any ownership interest in The Provider's intellectual property.

5.2 - Consumer​

The Provider acquires NO rights, titles or interests in The Consumer's pre-existing intellectual property, The Consumer Integration if built and maintained ENTIRELY by The Consumer or End User Data. In the event that The Provider partly or entirely builds and maintains The Consumer Integration, The Provider retains the rights, titles and interests to those parts of The Consumer Integration for which it is responsible.

5.3 - Feedback and Feature Requests​

The Provider may use any Feedback provided by The Consumer without restriction or obligation to The Consumer. The Consumer hereby assigns to The Provider all rights, titles and interests in and to any Feedback it provides.

6 - Service Levels and Availability​

6.1 - Uptime Target​

The Provider shall make commercially reasonable efforts to maintain a Percentage Uptime of 90%. The Provider will endeavour to meet or exceed this target on a best-effort basis, but explicitly does NOT make any guarantee of a minimum Percentage Uptime.

6.2 - Scheduled Maintenance​

The Provider shall:

  1. Provide a WRITTEN notice to The Consumer at least 24 hours in advance of scheduled maintenance windows;
  2. Use commercially reasonable efforts to schedule maintenance during off-peak hours based on historical usage of The API.

SCHEDULED MAINTENANCE WINDOWS SHALL BE EXCLUDED FROM PERCENTAGE UPTIME CALCULATIONS.

6.3 - Uptime Monitoring Hiatuses​

The Provider MAY declare uptime monitoring hiatus windows during which times The Consumer acknowledges that service levels and availability may be deteriorated such as during a period of annual leave. During this time The Software will remain available as usual, but The Provider may take longer than normal to respond to and resolve outages and support requests. The Provider shall provide a WRITTEN notice to The Consumer at least 72 hours in advance of an uptime monitoring hiatus window with the following details:

  1. Intended start and end dates of the hiatus window;
  2. Expected service level and estimated availability during the hiatus;
  3. Preferred point of contact during the hiatus window for support requests.

UPTIME MONITORING HIATUSES ARE DECLARED IN GOOD FAITH IN AN EFFORT TO KEEP THE CONSUMER INFORMED TO THE BEST ABILITY OF THE PROVIDER AND SHALL BE EXCLUDED FROM PERCENTAGE UPTIME CALCULATIONS.

6.4 - Exclusions​

The targets set out in Section 6.1 do NOT apply to:

  1. Scheduled maintenance and uptime monitoring hiatuses;
  2. Any features, endpoints or functionality marked as "beta", "preview", "experimental" or with any other similar tag;
  3. Suspension or termination of access to The Software subject to Section 11.2 or Section 11.3;
  4. Calls to The API which exceed any Rate Limit;
  5. Network downtime, errors or similar issues;
  6. Downtime caused by The Consumer in any way for example due to downtime within The Consumer Integration;
  7. Downtime caused by the Host Provider in any way for example due to outages;
  8. Force majeure events.

6.5 - Support​

The Provider shall make commercially reasonable efforts to respond to support requests from The Consumer within 5 business days. The Provider will endeavour to assist The Consumer with issues relating to The Software where possible, but does NOT make any guarantee of support efficacy and availability; response times may be delayed during periods of annual leave or around public holidays, and issues may not always be immediately resolvable.

7 - API Changes​

7.1 - Right to Modify​

The Provider reserves the right to modify, update, extend or discontinue any feature, endpoint or functionality of The API at ANY time subject to the notice requirements in this Article.

7.2 - Versioning​

The Provider shall:

  1. Version The API using MAJOR version URL path versioning only ("/v1", "/v2", etc.) as indicated in The Documentation, a new Major version only being released as a result of Breaking Changes;
  2. Version The Calculator and The Dashboard using SemVer Major.Minor.Patch versioning;
  3. Provide SemVer Major.Minor.Patch changelogs individually for The Calculator, The Dashboard and The API accessible at the URL https://docs.roof-calc.co.uk/docs/changelogs/introduction.

7.3 - Breaking Changes​

Before making a Breaking Change to The Software including modification, updates, extensions and discontinuation The Provider shall:

  1. Designate the affected features, endpoints and functionality as DEPRECATED in The Documentation including the planned Sunset Date;
  2. Provide WRITTEN notice of deprecation to The Consumer at least 3 months before the Sunset Date including:
    1. A list of the Deprecated Features with links to The Documentation for the Deprecated Features where The Consumer can find relevant migration details;
    2. The planned Sunset Date.
  3. Update The Documentation as required and where relevant;
  4. Provide migration details in The Documentation either with a replacement where the Deprecated Feature is being replaced or with a removal notice indicating that the Deprecated Feature is being removed and will have no replacement;
  5. Maintain and make available both consecutive SemVer MAJOR versions of The Software concerning the deprecation prior to the Sunset Date to allow for seamless migration to the latest SemVer MAJOR version before the Sunset Date;
  6. Provide The Consumer with a WRITTEN reminder of deprecation at least 20 business days before the indicated Sunset Date.

AFTER THE SUNSET DATE, DEPRECATED FEATURES MAY BE PERMANENTLY REMOVED BY THE PROVIDER WITHOUT FURTHER WARNINGS OR NOTICES.

Features, endpoints or functionality marked as "beta", "preview", "experimental" or with any other similar tag should be considered unstable and MAY be subject to Breaking Changes including modification, updates, extensions and discontinuation at anytime and without prior written notice. THESE FEATURES SHOULD BE USED ENTIRELY AT THE CONSUMER'S RISK.

The Provider may make IMMEDIATE Breaking Changes including modification, updates, extensions and discontinuation to any feature, endpoint or functionality if necessary to address security vulnerabilities, legal compliance or to prevent harm to The Software. The Provider shall notify The Consumer as soon as practicable after such changes and assist with migration on a best-effort basis.

7.4 - Migration​

For Breaking Changes to The Software, The Provider shall update any of The Documentation where relevant and MAY provide migration assistance where possible on a case-by-case basis, however the responsibility for migrating to new versions of The Software ALWAYS remains wholly with The Consumer.

8 - Confidentiality​

8.1 - Obligations​

Each party shall:

  1. Protect the Confidential Information of the other party using at least the same degree of care used to protect its own Confidential Information or to a level of reasonable care whichever is higher;
  2. Use the Confidential Information of the other party solely for the purposes required by these Terms of Use;
  3. NOT disclose Confidential Information to any third-party except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

8.2 - Compelled Disclosure​

A party may disclose Confidential Information if required by law, regulation, or court order provided the disclosing party (to the extent legally permitted) gives the other party prompt written notice and reasonable cooperation to seek protective treatment.

9 - Disclaimer of Warranties​

THE SOFTWARE AND API DATA ARE PROVIDED BY THE PROVIDER ON AN "AS IS", WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE AND API DATA OR THE USE OR OTHER DEALINGS IN THE SOFTWARE AND API DATA.

WITHOUT LIMITING THE FOREGOING, THE PROVIDER EXPLICITLY DOES NOT WARRANT THAT:

  1. The Software will be uninterrupted, error-free, secure or free of viruses or other harmful components;
  2. API Data will be accurate, complete, reliable or current;
  3. The Software will meet The Consumer's requirements or expectations.

THE CONSUMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SOFTWARE AND API DATA. THE CONSUMER IS SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY AND SUITABILITY OF API DATA FOR ITS INTENDED USE.

10 - Limitation of Liability​

10.1 - Exclusion of Consequential Damages​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OF USE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 - Aggregate Liability Cap​

Each party's total aggregate liability arising out of or relating to these Terms of Use shall not exceed the greater of:

  1. The total fees paid by The Consumer to The Provider during the 6 months immediately preceding the event giving rise to the claim;
  2. £100.

10.3 - Exceptions to Liability Cap​

The limitations in Sections 10.1 and 10.2 shall NOT apply to:

  1. The Consumer's breach of the licence restrictions in Article 2;
  2. Either parties' breach of the confidentiality obligations under Article 8;
  3. Any liability arising from willful misconduct or gross negligence;
  4. Any liability that cannot be limited by applicable law.

10.4 - Consideration​

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS ARTICLE REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE CONSIDERATION BETWEEN THE PARTIES. THE SOFTWARE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

11 - Term and Termination​

11.1 - Extent​

These Terms of Use are effective from the date on which The Consumer first accesses or uses The Software or formally accepts these Terms of Use by any means listed in Section 13.1 and shall continue until terminated by either party in accordance with this Article.

11.2 - By Provider​

The Provider may terminate or suspend The Consumer's access to The Software:

  1. For cause immediately upon WRITTEN notice if The Consumer:
    1. Breaches these Terms of Use and fails to cure such a breach within 20 business days of WRITTEN notice;
    2. Engages in any prohibited conduct under Section 3.5;
    3. Fails to pay undisputed fees within 20 business days of the due date;
    4. Becomes subject to bankruptcy, insolvency or similar proceedings.
  2. For convenience for any reason with at least 20 business days' prior WRITTEN notice to The Consumer;
  3. IMMEDIATELY and without prior written notice if The Provider reasonably believes that continued access to The Software poses an imminent security threat, violates applicable law or may cause harm to The Software.

11.3 - By Consumer​

The Consumer may terminate these Terms of Use at any time by undertaking BOTH of the following actions:

  1. Ceasing all use of The Software and deleting all API Credentials and API Data in The Consumer's possession;
  2. Contacting support at [email protected] and requesting account deletion and termination.

11.4 - Effects​

Upon termination:

  1. All licences granted under these Terms of Use are immediately terminated;
  2. The Consumer shall immediately cease to use The Software;
  3. The Consumer shall delete all of the API Credentials and stored or cached API Data within 20 business days;
  4. The Provider shall delete any API Data in accordance with Section 4.4;
  5. The following provisions survive termination:
    1. Article 4 (Data Rights and Privacy);
    2. Article 5 (Intellectual Property);
    3. Article 8 (Confidentiality);
    4. Article 9 (Disclaimer of Warranties);
    5. Article 10 (Limitation of Liability);
    6. Section 16.4 (Effects).

11.5 - Refunds​

If The Provider terminates for convenience and if an agreement has been made between the parties as described in Section 3.4 and if this agreement establishes pecuniary obligations for the ongoing use of The Software, The Consumer shall receive a pro-rata refund of any unused usage subject to any other applicable conditions of the specific agreement made between the parties.

12 - General Provisions​

12.1 - Governing Law​

These Terms of Use shall be governed by and construed in accordance with UK Law and the Law of England & Wales.

12.2 - Entire agreement​

These Terms of Use and any agreement made as described in Section 3.4 constitute the entire agreement between the parties regarding The Software and supersede all prior agreements, negotiations and representations.

12.3 - Amendments​

The Provider may modify these Terms of Use at any time by posting the updated version at https://docs.roof-calc.co.uk/docs/terms-of-use. Material changes shall be communicated to The Consumer via email or at least 20 business days before they take effect. Continued use of The Software after the effective date constitutes acceptance. If The Consumer objects to a material change, The Consumer's sole remedy is to terminate its use of The Software before the effective date.

12.4 - Severability​

If any provision of these Terms of Use is held to be unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

12.5 - Waiver​

No waiver of any provision shall be effective unless given in WRITTEN communication between the parties. A party's failure to enforce any provision is NOT a waiver of its right to enforce that provision in the future.

12.6 - Assignment​

The Consumer may NOT assign these Terms of Use without The Provider's prior written consent. The Provider may assign these Terms of Use in connection with a merger, acquisition or sale of all or substantially all of its assets. Subject to the foregoing, these Terms of Use bind and inure to the benefit of the parties' successors and permitted assigns.

12.7 - Notices​

Notices to The Provider shall be sent to [email protected]. Notices to The Consumer shall be sent to the email address associated with The Consumer's merchant account or another email address agreed in WRITTEN communication between the parties during the on-boarding process or at any point thereafter.

12.8 - Force Majeure​

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, internet or infrastructure failures and third-party service outages.

12.9 - Independent Contractors​

The parties are independent contractors. These Terms of Use do not create any agency, partnership, joint venture or employment relationship.

13 - Acceptance​

13.1 - Means​

The following lists the means by which The Consumer may be considered to have accepted these Terms of Use. By taking any of these actions The Consumer agrees to be bound by these Terms of Use:

  1. Accessing or using The Software;
  2. By clicking "I Accept", "I Agree" or a similar button presented to The Consumer when signing in;
  3. By explicit WRITTEN acceptance for example during on-boarding.