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These Terms and Conditions ("Terms") govern your access to and use of the website, products and services of Terrain Systems Ltd ("Terrain", "we", "us", "our"), including the Terrain Apps bespoke internal software and the Terrain CAFM facility management service (together, the "Services"). By accessing our website or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of an organisation, you confirm you have authority to bind that organisation. Where a separate signed agreement or order form exists between you and us, that agreement takes precedence over these Terms to the extent of any conflict.

1. About us

Terrain Systems Ltd is a company registered in England & Wales (company number 17234123). You can contact us at terraincafm@gmail.com.

2. Definitions

  • "Customer": the organisation that subscribes to or licenses the Services.
  • "Authorised Users": individuals the Customer permits to use the Services (for example staff, reviewers, contacts).
  • "Customer Data": data, content, files and personal data entered into or generated through the Services by or on behalf of the Customer.
  • "Order": an order form, statement of work, or written agreement describing the Services purchased, fees and term.

3. The Services

Terrain Apps is provided as a bespoke deployment for each Customer, hosted on the Customer's own dedicated database, authentication application and storage. Terrain CAFM may be provided as a hosted software-as-a-service product. The specific Services, scope, fees and term are set out in the applicable Order. We will provide the Services with reasonable skill and care and in accordance with the applicable Order, and we may improve, update or modify the Services from time to time provided we do not materially reduce their core functionality during a paid term.

4. Accounts and access

Access to the Services requires an account. The Customer and its Authorised Users are responsible for keeping login credentials confidential and for all activity under their accounts, for managing their Authorised Users and permissions, and for ensuring those users comply with these Terms. You must notify us promptly of any unauthorised access to or use of the Services.

5. Acceptable use

You agree not to, and not to permit any Authorised User to:

  • use the Services unlawfully or in breach of any applicable regulation;
  • upload content you do not have the right to upload, or that infringes the rights of others;
  • upload malicious code or attempt to gain unauthorised access to the Services or their underlying infrastructure;
  • interfere with or disrupt the integrity or performance of the Services;
  • reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent permitted by law;
  • resell, sublicense or make the Services available to any third party except as expressly permitted in an Order.

We may suspend access where we reasonably believe these Terms have been materially breached or where necessary to protect the Services or other customers.

6. Customer Data and intellectual property

Customer Data. As between the parties, the Customer owns all Customer Data and grants us a non-exclusive licence to host, process and transmit it solely to provide and support the Services. The Customer is responsible for the accuracy, quality and legality of Customer Data and for having the necessary rights and lawful basis to provide it to us. Our handling of personal data within Customer Data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement.

Our intellectual property. We and our licensors own all intellectual property rights in the Services, the underlying software, and our website. Except for the rights expressly granted in these Terms or an Order, no rights are transferred to you. "Terrain", "Terrain Apps" and our logos are our trade marks and may not be used without our prior written consent. If you provide suggestions or feedback, we may use them to improve our products without restriction or obligation to you.

7. Fees and payment

Fees are set out in the applicable Order and, unless stated otherwise, are exclusive of VAT and other applicable taxes. Invoices are payable within 30 days of the invoice date, and we may suspend the Services for non-payment after giving reasonable notice. Except where required by law or expressly stated in an Order, fees are non-refundable.

8. Service availability and support

We aim to keep the Services available, and each Terrain Apps deployment has its own status page, but except as expressly stated in an Order or service level agreement, the Services are provided without a guaranteed uptime commitment. We may carry out planned maintenance and will use reasonable efforts to give advance notice of maintenance likely to cause material disruption. Support is provided as described in the applicable Order.

9. Data protection and security

Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on the Customer's behalf, we do so as a processor under a Data Processing Agreement, which forms part of the agreement between us. Details of how we protect data are set out on our Security page and in our Privacy Policy.

10. Third-party services

The Services rely on third-party infrastructure and sub-processors (for example authentication, hosting and storage providers) listed in our Privacy Policy. We are responsible for those sub-processors as set out in the applicable Data Processing Agreement, but we are not responsible for third-party services you separately choose to integrate or use.

11. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services and website are provided "as is" and we exclude all other warranties, conditions and terms, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. The Services support facility audit and management workflows but do not replace professional judgement or the Customer's own legal, regulatory and safety responsibilities. The Customer remains responsible for decisions made using the Services.

12. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law.

Subject to that, neither party is liable for any indirect or consequential loss, or for loss of profits, revenue, anticipated savings, business, or goodwill; and each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim. The Customer is responsible for maintaining its own copies or exports of Customer Data where appropriate; our liability for loss of Customer Data is limited to using reasonable efforts to restore it from our routine backups.

13. Term and termination

These Terms apply for as long as you use the Services or as set out in the applicable Order. Either party may terminate for material breach that is not remedied within 30 days of written notice, or immediately if the other party becomes insolvent or ceases trading. On termination, your right to use the Services ends; we will, on request made within 30 days of termination, make Customer Data available for export, after which we may delete it in accordance with our retention practices and the Data Processing Agreement. Clauses that by their nature should survive termination (including intellectual property, confidentiality, liability and governing law) will survive.

14. Confidentiality

Each party will keep confidential any non-public information disclosed by the other that is marked or would reasonably be understood to be confidential, and will use it only to perform its obligations under these Terms. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, or is required to be disclosed by law.

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a new "Last updated" date and, where changes are material and affect a paying Customer, give reasonable advance notice. Continued use of the Services after changes take effect constitutes acceptance.

16. General

  • Entire agreement. These Terms, together with any applicable Order, Data Processing Agreement and our Privacy Policy, form the entire agreement between the parties on their subject matter.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign them to a successor in connection with a merger, acquisition or sale of assets.
  • No partnership. Nothing in these Terms creates a partnership, agency or employment relationship.
  • Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
  • Severance. If any provision is held unenforceable, the remaining provisions continue in full force.
  • Third parties. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

17. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England & Wales, and the parties submit to the exclusive jurisdiction of the courts of England & Wales.

18. Contact

Questions about these Terms? Email terraincafm@gmail.com.