Terms of Service

These Terms of Service (“Terms”) govern your use of the TimeBeat website, software platform, cloud services and any related documentation (collectively, the “Services”) provided by TimeBeat Ltd(“TimeBeat”, “we”, “us”).

By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to do so.

TimeBeat provides precision time synchronisation software, managed cloud services and related engineering support. The exact scope of the Services you receive is defined in your order form, subscription agreement or other written contract with us. Hardware purchases are governed by our separate Conditions of Sale.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately of any unauthorised use.

Subject to these Terms, TimeBeat grants you a non-exclusive, non-transferable, non-sublicensable licence to use the Services during the term of your subscription, solely for your internal business purposes.

You agree not to:

• Reverse-engineer, decompile or disassemble the Services except where permitted by law
• Use the Services to build a competing product or service
• Remove or obscure any TimeBeat branding or copyright notices
• Use the Services to violate any applicable law or third-party rights
• Attempt to gain unauthorised access to any part of the Services
• Transmit malware, viruses or harmful code through the Services

Fees for paid Services are set out in your order form. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Late payments may accrue interest at the statutory rate under the UK Late Payment of Commercial Debts (Interest) Act 1998.

All fees are exclusive of VAT and other applicable taxes, which will be added where required.

Where specified in your subscription agreement, TimeBeat Cloud services are provided with an uptime service level agreement (SLA) and support tier appropriate to your plan. Service credits are the sole remedy for SLA breaches.

Scheduled maintenance, emergency maintenance and force-majeure events are excluded from availability calculations.

You retain ownership of all data you submit to the Services (“Customer Data”). You grant TimeBeat a limited licence to process Customer Data solely to deliver, support and improve the Services.

Each party agrees to keep the other’s confidential information confidential and to use it only for the purposes of these Terms. Our processing of personal data is governed by our Privacy Policy.

TimeBeat and its licensors retain all right, title and interest in and to the Services, including all intellectual property rights. No rights are granted except those expressly set out in these Terms. Where TimeBeat publishes open-source components under their respective licences, those licences govern use of those components.

TimeBeat warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. Your exclusive remedy for a breach of this warranty is re-performance of the affected Services or, where re-performance is not possible, a pro-rata refund.

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Services are provided “as is” and TimeBeat disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose and non-infringement.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special or exemplary damages, or for loss of profits, revenue, data or goodwill, arising out of or in connection with these Terms.

Each party’s total aggregate liability under these Terms will not exceed the total fees paid or payable by you to TimeBeat in the 12 months preceding the claim.

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

Each party will indemnify the other against third-party claims arising from its material breach of these Terms, subject to the indemnifying party being promptly notified and given reasonable cooperation and control of the defence.

These Terms apply for the duration of your subscription. Either party may terminate for material breach on 30 days’ written notice if the breach is not remedied within that period.

On termination, you must stop using the Services and TimeBeat will delete or return Customer Data in accordance with your subscription agreement. Provisions intended to survive termination will continue to apply.

These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with these Terms.

We may update these Terms from time to time. Material changes will be notified to active customers in writing at least 30 days before they take effect. Continued use of the Services after the effective date of a change constitutes acceptance of the updated Terms.