ONRECORD Conditions of Use

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1. Who we are and what this agreement does

1.1.  ONRECORD is operated by Tadpole Cottage Limited (“we”, “our” and “us”). We are registered in England and Wales under company number 07463715 and have our registered address at Tadpole Cottage, Tadpole Lane, Blunsdon, Swindon, Wiltshire, SN25 2DZ. To contact us, please email [email protected].

1.2.  ONRECORD is designed to help you gather and record evidence/information and share it with trusted individuals such as professionals and friends and family. These conditions of use (Terms) cover use of and access to the ONRECORD platform (Platform) via the mobile app (App) and our website (Website) (including any updates or supplements to the App or the Website), and the service you connect to via the Platform (together the “Services”).

1.3.  These Terms apply whether you have a Subscriber Account, Professional Account or Associate Account (see section 7 for further details of different account types). By using the Services, you confirm that you agree to the Terms and will comply with them. If you do not agree to these Terms you must immediately stop using the Services.

2. Other related terms

2.1.  The following terms are incorporated into these Terms by reference and apply to your use of the Services:
2.1.1.  Acceptable Use Policy. This sets out the permitted uses and prohibited uses of our Platform. When using our Services, you must comply with the Acceptable Use Policy.
2.1.2.  Privacy Policy. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read this information
2.1.3.  Cookie Policy. This sets out information about the cookies on the website.

2.2.  Appstore Terms. The ways in which you can use the App may also be controlled by 
Apple’s and Google Play’s rules and policies.

2.3.  At the user’s choice, certain Services will make use of location data sent from your devices. We will let you know where certain Services use location data, but you can disable this functionality at any time by turning off the location services settings for the App on your device.

2.4. By using the Services you acknowledge that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

3. Age Restrictions

3.1.  You must be 16 (Prescribed Age) or over to create an account for the Services.

3.2.  If we receive notification that you are younger than the Prescribed Age, then your account will be terminated upon such notification.

4. Licence

4.1.  We grant you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable and non-transferable licence to access and use the Services subject to these Terms via the App or the Website.

4.2.  In return for your agreeing to comply with these Terms you may download or stream a copy of the App onto a maximum of 3 devices and view, use and display the App and the Services on such devices for:
4.2.1.  if you have a Subscriber Account or an Associate Account, your personal purposes only;
4.2.2.  if you have a Professional Account, for the purposes of providing advice or other services to the Subscribers to whose Subscriber Accounts your Professional Account is linked to from time to time.

4.3.  If you download or stream the App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the phone or other device.

5. Changes to these Terms and the Services

5.1.  We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will notify you of a change when you next use the Services or log in to the Platform. If you do not accept the notified changes you will not be permitted to continue to use the Services.

5.2.  From time to time we may automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services.

5.3.  You are responsible for making all arrangements necessary for you to have access to the Platform. We may change the minimum specification required to access the Platform at any time. We give no guarantee that you will have access to the Platform on your mobile device (or continue to have access to the Platform). We shall not be liable to you if any such change in specification results in your mobile device becoming incompatible with the App.

6. Eligibility and your account

6.1.  In order to use the Services you will be required to register for an account. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

6.2.  We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

6.3.  You are responsible for any activity using your account, whether or not you authorised that activity. If you know or suspect that anyone other than you knows and has used your user identification code or password, you must promptly change your password and notify us at [email protected].

7. Types of account, charges and cancellation

7.1. Subscriber account
7.1.1.  If you wish to upload records to the Platform and share these with other users then you will be considered a subscriber (Subscriber) and you will need a subscriber account (Subscriber Account). The minimum term for a Subscriber Account is one month (Minimum Subscription Term).
7.1.2.  You hereby authorise us to bill your card for the subscription fee (as set out on our Website) on the date that you agree to these Terms in respect of the Minimum Subscription Term and thereafter on a monthly basis (Renewal Period) until cancellation.
7.1.3.  If, at any time whilst using the Services, you reach the limit of the amount of storage space specified on our Website for your chosen Subscriber Account, we will notify you and give you the option to upgrade your Subscriber Account and tell you about any charges for the upgraded Subscriber Account.
7.1.4.  From time to time we may increase the subscription fees. We will give you at least [60 days] prior notice before such increase takes effect and any increase will take effect from the date set out in the notice.
7.1.5.  You have a right to cancel your Subscriber Account at any time by doing so within the App or Platform in your billing account, in which case your account will terminate at the end of the Minimum Subscription term or at the end of the current Renewal Period. If you cancel within the first 7 days of the date that you agree to these Terms, no charge will be made.

7.2. Professional account
7.2.1.  If you are providing professional services (including but not limited to legal services, health services and counselling services) (a Professional) to a user with a Subscriber Account then you will need a professional account (Professional Account).
7.2.2.  You do not have to pay a fee to us to create or maintain a Professional Account or link your Professional Account to a Subscriber Account.

7.3. Associate account
7.3.1.  If a Subscriber with a Subscriber Account wishes to give you access to the information they have uploaded to the Platform and you are not Professional, you will need to create an associate account (Associate Account).
7.3.2.  There is no charge to you to create or maintain an Associate Account.

8. How you may use the Platform

8.1. You agree that you will:
8.1.1.  not rent, lease, sub-license, loan, provide, or otherwise make available, the App, Platform or Services in any form, in whole or in part to any person without prior written consent from us;
8.1.2.  not copy the App, Platform or Services, except as part of the normal use of the Platform;
8.1.3.  not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Platform or Services nor permit the App, Platform or the Services or any part of them to be combined with, or become incorporated in, any other programs;
8.1.4.  not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App, Platform or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter- operability of the Platform with another software program and provided that the information obtained by you during such activities:
(a)  is used only for the purpose of achieving inter-operability of the Platform with another software program;
(b)  is not disclosed or communicated without our prior written consent to any third party; and
(c)  is not used to create any software that is substantially similar in its expression to the Platform; and
(d) is kept secure; and
8.1.5. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App, Platform or the Services.

8.2. If you are a Professional, you agree that you will not:
8.2.1.  access or use all or any part of the App, Platform or Services in order to build a product or service which competes with the Platform or Services; or
8.2.2.  use the App, Platform or Services to provide services to any third party other than a Subscriber who has linked their Subscriber Account to your Professional Account.

9. User-generated content

9.1.  Use of the Platform and the Services is at your own risk and you are solely responsible for decisions that you make as a result of the content and material shared via the Platform by you and other users. If you are a Subscriber you should carefully consider who you link your account to.

9.2.  We may disclose your identity to any law enforcement agency or regulatory body who has a lawful and legitimate interest in obtaining it.

10. Availability and security of the Platform, Services and Website

10.1.  The Platform, Services and Website are designed to be available 24 hours a day, 365 days a year subject to emergency or scheduled maintenance but we do not guarantee that they will always be available. We will carry out scheduled maintenance during the times set out on our Website and we will try to give you advanced notice of any emergency maintenance.

10.2.  You acknowledge that access to the App, Platform, Services and Website are subject to the limits, delays and other problems inherent in the use of the internet and other communication facilities you use to access them.

10.3.  Details of our security arrangements for the Platform, Services and Website are set out at Security Policy (Security Arrangements). We may update or change our Security Arrangements at any time and we will tell you about those changes at Security Policy.

11. Confidentiality

11.1. We will use all reasonable efforts to keep all information and content that you upload to the Platform (or where you are a Subscriber, the information and content an Associate or Professional uploads to the Platform for use within your account) (Confidential Information) confidential and will apply our Security Arrangements to protect your Confidential Information. We will only use your Confidential Information to perform our agreement with you.

11.2. We may disclose your Confidential Information:
11.2.1. to an Associate or Professional to whom you have linked your account;
11.2.2. to our employees, officers, representatives, contractors, subcontractors or advisers who need to know the Confidential Information for the purpose of exercising our rights or carrying out our obligations to you; or
11.2.3. to a third party where we are required to do so by law, by any governmental or other regulatory authority or by a court of competent jurisdiction.

11.3. Confidential Information does not include any information which:
11.3.1. is, or becomes, generally available to the public other than as a result of the information being disclosed by us in breach of these Terms;
11.3.2. was available to us on a non-confidential basis prior to you uploading it to the Platform; and
11.3.3. was, is, or becomes available to us on a non-confidential basis from a person who, to our knowledge, is not under any confidentiality obligation in respect of that information.

12. Data protection (applicable to Professionals only)

12.1.  For the purposes of this clause:

  1. the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Legislation
  2. Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications..

12.2.  If you are a Professional, for the purposes of the Data Protection Legislation you are the Controller and we are the Processor in respect of any Personal Data which may be contained in documents uploaded as attachments in the messaging function of the Platform (Professional Personal Data). We will process that information by way of enabling you to share it with a Subscriber, and making it available to you to access for so long as your account is linked with a Subscriber Account.

12.3.  Both you and we will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, your or our obligations or rights under the Data Protection Legislation.

12.4.  Without prejudice to the generality of clause 12.2, you remain responsible for and must ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of any Professional Personal Data to us for the duration and purposes of these Terms.

12.5.  Without prejudice to the generality of 12.2, we shall, in relation to any Professional Personal Data:
12.5.1. process that Professional Personal Data only on your documented written instructions, which shall be to process the Professional Personal Data for the purposes set out in clause 12.1, unless we are required by the law of the United Kingdom or a part of the United Kingdom (Domestic Law) to otherwise process that Professional Personal Data. Where we are relying on Domestic Law as the basis for processing Professional Personal Data, we shall notify you of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits us from so notifying you;
12.5.2. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Professional Personal Data and against accidental loss or destruction of, or damage to, Professional Personal Data, which you have reviewed and confirm are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
12.5.3. ensure that all personnel engaged by us who have access to and/or process Professional Personal Data are obliged to keep the Professional Personal Data confidential;
12.5.4. assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
12.5.5. notify you without undue delay on becoming aware of a personal data breach involving the Professional Personal Data;
12.5.6. delete from your account all messages and documents uploaded by you when you unlink from a particular Subscriber Account, save that we will continue to process any Professional Personal Data contained in documents and messages that have been retained by a Subscriber in their account until such time as the Subscriber Account to which your account was linked is closed, unless we are required by Domestic Law to store the Professional Personal Data;
12.5.7. maintain records to demonstrate our compliance with this clause 12 and allow for reasonable audits by you or your designated auditor, for this purpose, on reasonable written notice.

12.6. You hereby provide your prior, general authorisation for us to:

appoint processors to process the Professional Personal Data, provided that we:
    (i)  ensure that the terms on which we appoint such processors comply with the Data Protection Legislation, and are consistent with the obligations imposed on us in this clause 12;
    (ii)  remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
    (iii)  inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of the Data Protection Legislation, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
  2. transfer Professional Personal Data outside of the UK as required, provided that we shall ensure that all such transfers are effected in accordance with the Data Protection Legislation.

13. Intellectual property rights

13.1.  All intellectual property rights in the App, Platform, Services and Website throughout the world belong to us (or our licensors) and the rights in the Platform and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, Platform, Services and Website other than the right to use them in accordance with these Terms.

13.2.  You retain all of your ownership rights in any content that you upload to the Platform, but you grant us a limited licence to use, host and store that content and to make it available to third parties to whom you have authorised us to link your account.

14. Third Party Content

The App, Platform, Services and Website may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

15. Our responsibility for loss or damage suffered by you

15.1. Subscribers or Associates

If you are a Subscriber or an Associate:

15.1.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen.
15.1.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
15.1.3. If the App that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
15.1.4. We are not liable for business losses. The Platform and the Services are for domestic and private use. If you use the Platform or the Services for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

15.2. Professionals

If you are a Professional:

15.2.1. Except as expressly and specifically provided in these Terms, you are responsible for the results obtained and the conclusions drawn from the use of the Platform and Services and the Platform and Services are provided on an “as is” basis.
15.2.2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from the agreement made between us under these Terms.
15.2.3. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the agreement made between us under these Terms.
15.2.4. Our total aggregate liability to you in tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement made between us under these Terms shall not exceed the total subscription fees paid for the Subscriber Account to which your Professional Account is linked during the 12 months immediately preceding the date on which the claim arose.
15.2.5. Nothing in these terms excludes our liability for (i) death or personal injury caused by our negligence or (ii) fraud or fraudulent misrepresentation.

16. Limitations to the Services

16.1.  The Platform and the Services are provided for the purposes of collecting and storing information and content only. We do not provide legal advice, including about the collection or use of evidence in criminal or civil proceedings and nothing on the Platform or the Services should be considered advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Platform or the Services. Although we make reasonable efforts to update the information provided by the Platform and the Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. You are solely responsible for deciding which users you grant permission to connect to your account.

16.2.  The Platform and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform and the Services meet your requirements.

16.3.  We recommend that you keep all your original documents or other supporting evidence and back up any content and data used in connection with the App and the Platform, to protect yourself in case of problems with the Platform or the Services.

17. Events outside our control

We are not responsible for events outside our control. If our provision of the Services or support for the Platform or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

18. Termination and unlinking accounts

18.1. Subject to clause 7.1.5 you can terminate these Terms at any time by deleting your account. We will not be obliged to store any data that you have submitted and you are responsible for downloading any data or records that you have uploaded via the platform within 28 days from the date of notifying us that you wish to delete your account.

18.2.  Where you have linked your account with either a Professional or an Associate Account, you can choose to unlink it at any time. On unlinking, an Associate or Professional Account will no longer be able to access your records or the messages to which they previously had access. We will provide the Professional with a link to the records and messages to which they had access prior to the unlinking, which will remain active for 28 days from the date that the accounts are unlinked, to enable the Professional to download all of the records and messages to which they are entitled.

18.3.  We may end your rights to use the Platform and the Services at any time by contacting you if:
18.3.1. you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
18.3.2. you have broken these Terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so;
18.3.3. you have not accessed or used the Platform or the Services for 12 consecutive months.

18.4.  If we end your rights to use the Platform and the Services under clause 18.3.3 we will provide you with reasonable advance notice via the email address associated with your account to give you the opportunity to download your records from our Services.

18.5.  We may end your rights to use the Platform and the Services for any reason by giving 3 months’ notice in writing.

18.6.  If we end your rights to use the Platform and the Services:
18.6.1. You must stop all activities authorised by these Terms, including your use of the Platform and the Services;
18.6.2. You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App. We may ask you to confirm in writing that you have done this;
18.6.3. We may cease providing you with access to the Platform and the Services; and
18.6.4. We may prevent you from registering for a new account using the same or a different email address.

19. Discontinuation of the Services

We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond our control, or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can download your records from the Platform (we will give you no less than 28 days’ notice where possible under the circumstances). If we discontinue the Services in this way before the end of the Minimum Subscription Term or Renewal Period you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven’t received Services for.

20. Other important terms

20.1.  We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

20.2.  You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

20.3.  This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.4.  Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

20.5.  Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

20.6.  These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

21. How to contact us

21.1.  If you want to learn more about the Platform and the Services or have any problems using them please take a look at our support resources.

21.2.  If you have any queries regarding these Terms or problems using the Platform or Services, please contact us via:

Email: [email protected]

If we have to contact you we will do so by email, by SMS or in-app message, using the contact details you have provided to us.