This is a contract between you (the Customer) and us (Trace). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. By using The Service or receiving the Professional Services, you are agreeing to these terms.

We periodically update these terms. If you have an active Trace subscription, we will let you know when we do via an email or in-app notification.

DEFINITIONS

In these Terms of Service, the following definitions apply:

• "Account Holder" means an organization which has a Trace Account;
• "Confidential Information" means any commercial, financial or technical information, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Trace Account, Professional Services or The Service;
• "Documentation" means
  • the description of The Service, the Professional Services or the Trace Account; and
  • the relevant instructions as to how to use The Service, the Professional Services or the Trace Account;
• "Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in Confidential Information, rights to sue for passing off, domain names and all similar rights and, in each case:
  • whether registered or not
  • including any applications to protect or register such rights
  • including all renewals and extensions of such rights or applications
  • whether vested, contingent or future
  • to which the relevant party is or may be entitled, and
  • in whichever part of the world existing;
• "Permitted Purpose" means the use solely for your or the Account Holder's internal business operations in accordance with the performance of your or the Account Holder's obligations and exercise of your or the Account Holder's rights under these Terms of Service. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
  • copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Trace Account, the Professional Services or The Service;
  • permitting any use of the Trace Account, the Professional Services or the Service in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any of the Trace Account, the Professional Services or The Service (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than for the Permitted Purpose));
  • combining, merging or otherwise permitting any Trace Account, the Professional Services or The Service (or any part of it or any application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
  • attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Trace Account, The Service or the Professional Services (or any part), except as expressly permitted under these Terms of Service;
• "Materials" means all services, data, information, Intellectual Property Rights, websites, software and other materials provided by us in connection with the Trace software;
• "Professional Services" means the professional services provided to you by us, which may include consulting or training;
• "Trace Account" means a current subscription to The Service;
• "The Service" means our Trace software which is accessed and used via our password protected websites and any Documentation and Materials;
• "us" "we" and "our" refers to Trace Data Limited, a company registered in Scotland with registered number SC484420 and having its registered office at 22 York Road, North Berwick EH39 4lX;
• "You" means you, the person who accesses and uses this website and/or The Service; and
• "Your Data" means any data entered or uploaded by you while using The Service.

CREATING AND ACCESSING A TRACE ACCOUNT

How to apply: In order to access and use The Service, a Trace account must first be created. You can apply for a Trace account to be created by submitting your details on our "sign up" page.

Formation of a contract: If we accept an application for the creation of a Trace account, we will confirm this by email and at that point a legally binding contract will be created between the Account Holder and us. If you apply for a Trace 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.

Errors in information you gave us: If you made any mistakes in the details you gave to us when applying for a Trace account, these errors can be corrected by accessing The Service and using the "edit" function on the “Account” pages.

Refusal to create an account: We reserve the right, at our discretion, not to accept an application to create a Trace account. This may be due to technical constraints, because you or your business has been banned by us from using The Service or for any other reason.

How to access the account: You will not be able to access and use The Service without a username and password for a Trace account. Once a Trace account has been created, we will issue the initial user (whose details were provided to us when the account was applied for) with a username and password.

YOUR RIGHTS

Your rights: If the business you represent (or which you are advising) is an Account Holder and you are authorised by it to use The Service, 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 strictly subject to compliance with these Terms of Service by you (and by the Account Holder whose Trace account you are accessing and by all other users of that Trace account.)

YOUR OBLIGATIONS

You must:

• only access an Account Holder's Trace account by using a password and username which that Account Holder authorises you to use;
• only use The Service on behalf of the Account Holder whose Trace Account you are accessing and solely for the Permitted Purpose; 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 promise).

You must not:

• do anything which could reasonably be expected to damage, disable, overburden, or materially impair The Service or our website generally or which is likely to interfere with any other party's use or enjoyment of The Service;
• question or dispute our ownership of the Intellectual Property Rights in The Service;

Security: The Account Holder is ultimately responsible for administering and safeguarding any passwords created to control access to its Trace account: please keep any password issued to you secure.

PAYING FOR THE SERVICE

Subscription fee amount: A subscription fee for use of The Service is payable monthly (or annually) in advance by the Account Holder. If you change your subscription package in the future, the change in the subscription payment amount will take effect at the next billing cycle.

Automatic renewal:We will automatically renew the Account Holder's subscription and bill them as instructed at setup (either monthly or annually) using the credit, debit card or other payment details provided to us, until the Trace Account is closed.

Non-payment: We shall be under no obligation to provide The Service if the subscription fee (plus VAT) is not paid to us on time. 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. If subscription fees become overdue, because for example the Account Holder's credit card has expired, we reserve the right to suspend your access to The Service until the balance is paid and we may close the Account Holder's Trace account permanently.

Charges for Professional Services shall be agreed between us separately in a professional services agreement.

Our VAT number is: 322820923

DATA RIGHTS

Personal Data:

For the purposes of these Terms of Service, the terms "Controller”, “Personal Data”, “Processor”, "Personal Data Breach", "Supervisory Authority", "process", "processing", "processed" and “Data Subject” shall have the meanings given under Data Privacy Laws. "Data Privacy Laws" means all laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals and all laws implementing them, in each case as may be replaced, extended or amended, including, without limitation, the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

Both we and you / the Account Holder acknowledge that you / the Account Holder shall be the Controller and we shall be the Processor, processing Personal Data on your or the Account Holder's behalf.

• In respect of any processing of Personal Data that we undertake for and on behalf of you / the Account Holder in accordance with this Agreement, we shall:
  • only be entitled to Process Personal Data for the duration of the period when the Trace Account is open unless otherwise expressly provided, in which case the Processing shall only last as long as is necessary under (and fully in compliance with) the Data Privacy Laws and only to the extent necessary for the provision of The Service / the Professional Services / the Trace Account to you / the Account Holder (the "Purpose"). The subject-matter of the Processing of the Personal Data is set out in these Terms of Service (the "Subject-Matter") and the nature and purpose of the Processing is the Purpose. The Data Subjects whose Personal Data we are entitled to Process are those Data Subjects as necessary for the provision of The Service / the Professional Services / the Trace Account (the "Categories of Data Subjects"), and the types of Personal Data which we may Process are those types of Personal Data as necessary for the provision of The Service / the Professional Services / The Trace Account (the "Type of Personal Data");
  • taking into account the nature of the processing, implement appropriate technical and organization measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
  • not otherwise modify, amend, remove or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party without the prior written authorisation of you / the Account Holder except where required by applicable law or under a valid and binding court order;
  • keep the Personal Data separate from any data we process on behalf of any other third party (including but not limited to business continuity measures and processes for regularly testing, assessing and evaluating the effectiveness of such security measures);
  • reasonably assist you / the Account Holder in your compliance with your obligations under Data Privacy Laws in respect of security of processing, carrying out data protection impact assessments (as defined in Data Privacy Laws), remedial action to be taken in response to a Personal Data Breach (including notifying Personal Data Breaches to the Supervisory Authority and affected Data Subjects) and consulting with the Supervisory Authority regarding high risk Processing, in each case insofar as we are able taking into account the nature of the processing and the information available to us provided that our reasonable costs in providing such services are reimbursed;
  • only appoint the following sub-processors, which you expressly authorise the appointment of on the basis that we will ensure an agreement is entered into with the relevant sub-processor which includes substantially the same terms set out in these Terms of Service in relation to our processing obligations, under explanation that the following list may change from time to time, in which case we will notify you by email and give you the opportunity to object to the inclusion of a new sub-processor within a period of 30 days from the date we notify you (if we are unable to accommodate your objection you shall have the right to close your Trace Account with immediate effect): See our app sub-processors and approach to due diligence when it comes to carefully vetting our third party partners (using Trace).

Trace’s vetted sub-processors

• not transfer Personal Data to a country or territory outside the United Kingdom and European Economic Area except with your / the Account Holder's prior written consent;
• notify you / the Account Holder without undue delay when we receive any: (i) request from a Data Subject to access that Data Subject’s Personal Data; (ii) complaint or request relating to the Data Privacy Laws and / or (iii) correspondence from a Supervisory Authority;
• notify you / the Account Holder without undue delay in the event we become aware of any Personal Data Breach, breach of the Data Privacy Laws, or the data protection provisions of these Terms of Service;
• unless otherwise required by Data Privacy Laws, we shall return or delete, at your / the Account Holder, all Personal Data upon the termination of the processing activities carried out under these Terms of Service, and promptly provide you / the Account Holder with confirmation in writing that we have done so; and
• permit at your cost on a time and materials basis, on an annual basis, reasonable access by you / the Account Holder to all records, files, tapes, computer systems, or any other information howsoever held by us in respect of our activities pursuant to these Terms of Service for the purposes of reviewing compliance with these Terms of Service and / or the Data Privacy Laws – such access to be granted only following the expiry of a period of notice which is no shorter than 30 days.

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, trade marks, 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 but otherwise we will only use your Data to provide The Service.

Rights in our software and our website: All Intellectual Property Rights in The Service (including any such rights in our website) are either owned by or licensed to us in perpetuity and nothing in these Terms of Service shall transfer any ownership rights to you or to the Account Holder.

CLOSING A TRACE ACCOUNT

Cancellation by you: You can close the Account Holder's Trace Account at any time from the Account page. No further subscription fees will be billed and no refund will be made of any subscription fees already billed and paid.

Suspension and closure by us: If you (or any other user of the Account Holder's Trace Account) fails to abide by these Terms of Service, or if payment of the subscription fees is not paid on time, we reserve the right to suspend your access to The Service or permanently cancel the Account Holder's Trace Account. If we withdraw access to The Service because these Terms of Service have been breached, no refund will be payable by us. We also reserve the right to close any Trace account for any reason, by giving one month's notice.

Effects of closure: If the Trace Account is closed for any reason, any consent, licence or authorisation held by you or the Account Holder in relation to The Service, the Professional Services or any Trace Account is automatically terminated with immediate effect.

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 legal or privacy professional and any information presented does not constitute data governance or data regulatory 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 their possibility.)

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 (or to our website generally) shall not exceed an amount equal to the subscription fees which the Account Holder has paid to us in the previous month.

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

Confidentiality: You shall keep confidential all of our Confidential Information and shall only use the same as required in accordance with your use of The Service, the Professional Services and the Account Holder's Trace Account. This shall not apply to:

• any information which was in the public domain at the date of your / the Account Holder's application for the Trace Account;
• any information which comes into the public domain subsequently other than as a consequence of any breach of these Terms of Service or any related agreement;
• any information which is independently developed by you or the Account Holder without using information supplied by us; or
• any disclosure required by law or a regulatory authority or as otherwise by the provisions of these Terms of Service.

Entire agreement: These Terms of Service and our Privacy promise describe the entire agreement between you, the Account Holder and us regarding The Service, and supersede any prior understandings or agreements. The headings are for convenience only and shall not affect the construction or interpretation of these Terms of Service.

Changes to this contract: We reserve the right to change these Terms of Service from time to time and therefore we may impose new or different terms and conditions on your use of The Service. These additional terms will be posted here on our website and will be effective from the Account Holder's next monthly subscription. Therefore you should regularly review this page to check for changes to these Terms of 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 & 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 turn 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.