Terms of Service

1. The agreement

These terms are between Impact Codes ("we", "us") and the person or company subscribing to our services ("you"). By placing an order, signing in to any of our applications, or using this website, you accept them. If you are accepting on behalf of a company, you confirm that you are authorised to do so.

Where we have signed a separate written agreement with you — typically for custom development — that agreement takes precedence over these terms wherever the two disagree.

2. What we provide

Impact Codes provides two things, and these terms cover both. Which one you have is determined by what you ordered, not by which of our products you are looking at — these terms are written to apply to all of the software we build rather than to any single one of them.

• Subscription software. Our own applications, sold as a subscription. Each customer is given their own instance of the application and their own database, reachable at a hostname you choose at checkout. The particular application, its name and what it does are described on its own pages of this website and on your order.
• Custom software. Software we design and build for one client, under a separate written engagement. Where that engagement and these terms disagree, the engagement wins.

Subscription software is sold in editions. Each edition enables a set of modules; other modules can be added for an additional fee. Which modules are enabled for you is determined by your subscription and is managed by us. We may add modules and features over time, and we may change or retire a feature — where a change would materially reduce what you have paid for, we will tell you before it happens and, if you do not want to continue, refund the unused part of your term.

3. Your account

• You are responsible for the accuracy of the details you give us at checkout.
• You are responsible for your users' accounts and for what is done with them. Keep credentials confidential and tell us promptly if you believe an account has been compromised.
• Your edition may include a limit on the number of users. Exceeding it means moving to an edition that covers it.
• Your administrator controls who has access to your workspace and what each person can see. They can revoke access at any time.

4. Acceptable use

You agree not to:

• use the service for anything unlawful, or to store unlawful material;
• attempt to gain access to another customer's instance, our infrastructure, or any part of the service you have not been granted;
• probe, scan or load-test the service without our written permission — tell us and we will usually say yes;
• resell, sublicense or provide the service to a third party as your own;
• reverse engineer the software, except to the extent the law expressly permits regardless of this restriction;
• upload anything that would knowingly harm the service or another user, including malware.

5. Fees and billing

• Fees are those shown on our pricing page at the time you order, in US dollars, and exclusive of any sales, use or value-added tax that applies where you are.
• Subscriptions are billed monthly or yearly in advance, as chosen at checkout. Modules added later are billed from the date they are enabled.
• There is no setup fee.
• Payment is taken by our payment provider. Where we invoice you instead, payment is due within the period stated on the invoice.
• We may change our prices. An existing subscription keeps its price until the end of its current term, and we will give at least 30 days' notice before a change applies to a renewal.
• Refunds: if you cancel within 14 days of your first payment and have not made substantial use of the service, we will refund it in full. After that, fees already paid are not refundable except where these terms say otherwise, and cancelling stops the next renewal rather than ending the term you have paid for.
• If payment fails we will tell you and give you a reasonable period to fix it before suspending the service.

6. Trials

Where we offer a free trial, it is your own instance on your own address — not a shared environment — so anything you put into it during the trial is yours and stays yours if you go on to buy. We will tell you how long the trial lasts and what happens at the end of it before it starts, and we will not charge you anything without asking.

7. Your data

• You are responsible for the lawfulness of the data you put in, including having a basis to hold the personal information of your own customers and staff.
• We take backups so that we can recover the service. Backups are for our recovery, not a substitute for an export you hold yourself, and you can request an export at any time.
• When your subscription ends we retain your data for a limited period so that a cancellation can be reversed, and then delete it. See the Privacy Policy for the periods.

8. Third-party integrations

Our software can connect to services operated by others: your bank, Google Drive, Dropbox, the accounting platform you migrate from, and the payment provider behind payment links. Those services are governed by their own terms and privacy policies and are not under our control. Connecting one is your choice, you can revoke it at any time, and we are not responsible if a provider changes, restricts or withdraws its API — though we will tell you and do what we reasonably can.

Payment links. Card payments your customers make are processed by a payment provider and settled to your own merchant account. We are not a party to that payment, do not hold the funds, and are not responsible for the provider's fees, chargebacks or holds — those are between you and them.

9. Availability and support

We aim for the service to be available at all times and work hard to keep it that way, but we do not guarantee uninterrupted availability under these standard terms. Planned maintenance is scheduled outside normal business hours where we can and announced in advance where it is likely to be noticed.

Support is provided through our support centre during business hours (Eastern Time). If you need a contractual availability or response commitment, we can agree one separately.

10. Intellectual property

Our software, this website, and everything we have created in them remain our property. Your subscription grants you a non-exclusive, non-transferable right to use the service for your own business while the subscription is current. Nothing in these terms transfers ownership of our software to you.

If you send us feedback or suggestions, we may use them to improve our products without obligation to you. That does not give us any right to your data.

11. Custom development

Custom software work is quoted and agreed separately, in writing, with its own scope, price and schedule. Unless that agreement says otherwise:

• ownership of the bespoke code we write specifically for you passes to you on full payment;
• we keep ownership of our own pre-existing libraries, tools and general know-how, and grant you a perpetual licence to use them as part of the delivered work;
• work outside the agreed scope is quoted separately before it is started, not invoiced afterwards.

12. Term, suspension and cancellation

• Your subscription runs for the term you chose and renews automatically for the same period unless cancelled before the renewal date.
• You may cancel at any time, effective at the end of your current term. Contact us or use the cancellation option in your workspace.
• We may suspend the service for non-payment after notice, or immediately where use is unlawful or threatens the security of the service or other customers.
• We may terminate for material breach that is not corrected within 30 days of us telling you about it. If we terminate for our own convenience, we will refund the unused part of your term.
• On termination you may export your data during the retention period described in the Privacy Policy.

13. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care. Beyond that, and to the fullest extent the law allows, the service is provided "as is" without other warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

14. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue, goodwill or anticipated savings, however caused.

Our total liability arising out of or relating to these terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

Nothing in these terms excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

15. Changes to these terms

We may update these terms. The date at the top reflects the current version. For material changes we will email active customers at least 30 days before they take effect; continuing to use the service after that means you accept them. If you do not, you may cancel and we will refund the unused part of your term.

16. Governing law

These terms are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law rules, and the courts of Massachusetts have exclusive jurisdiction. This does not deprive a consumer of the protection of mandatory law in their own country of residence.

17. Contact

Impact Codes
Boston, Massachusetts, United States
contact@impactcodes.com
+1 (857) 272-6770