Terms of Service
Last modified: 28th February 2025.
Welcome to Onetrace! Please review these Terms of Service (the “Terms”) carefully. By accessing or using the Service offered by Onetrace Ltd (“Onetrace”, “we” or “us”), you are confirming that you have read, understood and accepted these Terms. These Terms set forth your rights and obligations under which our Service will be delivered to the entity or person accessing them (“Customer” or “you”). If you are accessing or using the Service on behalf of your employer, you represent that you are authorised to accept these Terms on behalf of your employer, and all references to "you" reference your employer.
We may update these Terms from time to time. You are responsible for regularly reviewing the current version of these Terms, which are published here, though we will notify you of any changes that, in our sole discretion, represent a material change to your rights or obligations. Your continued use of the Service will constitute your acceptance to such changes. When we change these Terms, we will update the “Last Modified” date above.
Definitions
1. Certain capitalised terms are defined in this Section 1, and others are defined contextually in these Terms.
"Customer Data" means any data of any type that is submitted to the Service by you or on your behalf, including without limitation: (i) data submitted, uploaded or imported to the Service by you and (ii) data provided by or about people that are collected by the Service.
“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that you uploaded to or appears on our Service.
“Documentation” means our standard published documentation for the Service, currently located here.
“Feedback” means comments, questions or suggestions relating to any Onetrace product or service.
“Fees” all fees associated with your use of the Service based on your plan.
“Service” means the applications, software, application programming interface, products, and services provided by Onetrace.
“Taxes" means any sales, use, GST, VAT, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Onetrace.
“User” means anyone who the Customer permits or invites to use the Service
Joining and Using Onetrace
2. To access the Service, you must register for an account. When you create an account to use our Service you will become the account owner (the “Owner”). As Owner you take full responsibility for controlling how your account is managed, who has access to it and for paying any Fees.
3. As Owner you can invite other Users (subject to your plan seat limits) to access the Service through your Subscription. If you’re an invited User, you must also accept these Terms. As an Owner adding other Users to your subscription, you should understand the permissions you’re granting to Users. If you’d like to read more about user roles and levels of access, check out this information in our Documentation.
4. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@onetrace.com.
Service and Licence
5. Onetrace reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Onetrace will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
6. You understand that any pre-release features within the Service that we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Service. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions. All information regarding the characteristics, features or performance of any Beta Versions constitutes our Confidential Information.
7. Your right to access and use the Service constitutes a licensed subscription agreement. You acknowledge that you obtain only a limited right to the Service and that irrespective of any use of the words "purchase", "sale" or the like in these Terms no ownership rights are being conveyed to you. Onetrace or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service and all Documentation and all related and underlying technology, derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Onetrace Technology"). Except as expressly set forth in these Terms, no rights in any Onetrace Technology are granted to you. Further, you acknowledge that the Service is offered as an online, hosted solution, and that you have no right to obtain a copy of any of the Service.
User Content
8. You hereby grant Onetrace a limited, non-exclusive, non-transferable and royalty-free license to access the Content made available to Onetrace, solely as necessary for Onetrace to provide the Service pursuant to these Terms. Additionally, you grant Onetrace a non-exclusive, revocable license to use your trademarks and logos to identify you as a subscriber of the Service. You may revoke such consent in writing at any time at your sole discretion. By submitting to Onetrace any Feedback or other input relating to the Service you grant to Onetrace a royalty-free, worldwide, transferable, irrevocable, perpetual license to use or incorporate such Feedback into the Service in any manner.
Prohibited Conduct
9. By using the Service you agree not to:
use the Service for any illegal purpose or in violation of any law or regulation;
violate any right of a third party, including by infringing or misappropriating any third party intellectual property right;
interfere with security-related features of the Service by: disabling or circumventing features that prevent or limit your use of the Service; reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or hacking or using any other illegitimate means of interference;
interfere with the operation of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware or other malicious code; (ii) collecting personal information about another User or third party without consent; or (iii) interfering with or disrupting any network, equipment, or server connected used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Users account without permission;
take action that imposes an unreasonable or disproportionately large load on the infrastructure of our systems or networks; or
attempt to do any of the acts described in this Section 9 or assist, encourage or permit any person in engaging in any of the acts described in this Section 9.
Pricing
10. We will make reasonable efforts to keep pricing information published on our website up to date. We encourage you to check our website periodically for the current pricing information.
11. To use the Service you will need to choose a plan which will include automatically recurring payments (“Subscription”). The Subscription will automatically continue and renew for an additional period of the same duration (either monthly or annual) as the previous one, unless either Party gives the other written notice of termination before the expiration of the then-current Subscription.
12. It is a condition of use of the Service that a valid direct debit or credit card (“Payment Method”) is provided at all times in order for your Subscription to remain active. By providing a Payment Method you agree to:
Recurring Billing Authorisation. You hereby authorise Onetrace to automatically charge your Payment Method during the Subscription for all Fees due. You acknowledge and agree that the amount billed may vary depending on your Subscription plan usage.
Invalid Payment. If a payment is not successfully settled due to expiration of a Payment Method, insufficient funds, or otherwise, you remain responsible for any amounts not remitted to us and Onetrace may, at its sole discretion, either (i) invoice you directly for the outstanding amount, (ii) continue billing the Payment Method once it has been updated by you (if applicable) or (iii) terminate this your use of the Service.
Termination of Recurring Billing. In addition to any termination rights set forth in these Terms, you may cancel the Subscription by sending Onetrace notice of non-renewal to in accordance with Section 16.
13. You may change the quantity of Users included in your Subscription at any time by (i) emailing us at support@onetrace.com and following any instructions we provide to you in response to your change request or (ii) on certain plans by initiating a change through your customer portal.
14. Your Fees under these Terms exclude any Taxes payable in respect of the Service. To the extent that any such Taxes is payable by Onetrace, you must pay to us the amount of such Taxes in addition to any Fees owed. We will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit of the Taxes from the relevant revenue authority.
15. In order to continue accessing the Service, you need to make timely payments of all Fees. To avoid delayed or missed payments, please make sure we have accurate payment information. If any Fees are 30 or more days overdue we may suspend your access to use the Service until the payment is made
Termination
16. You may choose to terminate your Subscription at any time. You’ll still need to pay all relevant Fees up to and including the day of termination. For more information, including on how to terminate your subscription please email us at support@onetrace.com.
17. We may choose to terminate your Subscription at any time by providing you with 30 day’s written notice in advance. We may also terminate or suspend your Subscription or access to all or any Service if:
you breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach;
you fail to pay any Fees due; or
you or your business become insolvent, go into liquidation or have a receiver or manager appointed over any of its assets.
18. No refund is due to you if you terminate your subscription or Onetrace terminates it in accordance with these Terms.
19. The following Sections will survive any expiration or termination of these Terms: 16-18 (Termination), 22-23 (Confidentiality), 24 (Warranty), 25-26 (Limitation of Liability), 27 (Indemnity) and 28-34 (General Provisions).
Security and Data Privacy
20. Onetrace agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use and alteration of any Service or disclosure of any Customer Data. However, Onetrace will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond Onetrace’s control.
21. We collect certain data and information about you in connection with your use of the Service and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.
Confidentiality
22. Except as otherwise set forth in these Terms, each Party agrees that all code, inventions, know-how, business, technical and financial information (collectively, "Confidential Information") disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the property of the Disclosing Party, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.
23. Any Onetrace Technology and any performance information relating to the Service will be deemed our Confidential Information without any marking or further designation. Except as expressly authorised, the Receiving Party will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 23 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 23. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
Warranty
24. THE SERVICE IS PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR FUNCTIONALITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICE NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORISED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.
Limitation of Liability
25. NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
26. EACH PARTY AND ITS SUPPLIERS AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
Indemnity
27. You are responsible for your use of the Service, and you will defend and indemnify Onetrace and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or connected with: (i) your use of, or misuse of, the Service; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and in that case, you agree to cooperate with our defense of those claims.
General Provisions
28. In the event of any dispute or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and recognise their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 30 days, either Party may pursue relief as may be available under these Terms.
29. These Terms will be governed by and construed in accordance with the applicable laws of England & Wales.
30. You may not sub-license, assign or otherwise transfer the rights granted under these Terms.
31. By using the Service, you consent to receiving certain electronic communications from us. You agree that any notices or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
32. The Parties are independent contractors. These Terms will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.
33. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such Party, such as a blockade, war, act of terrorism, riot, natural disaster.
34. These Terms are the entire agreement between you and us (each the “Party”, collectively the “Parties”) relating to the Service and any other subject matter covered by these Terms, and supersede all prior oral or written communications, proposals and representations between the Parties. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.