Terms of Service
1. Introduction
Welcome to Not Quite Unicorns Ltd ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our subscription-based services ("Services"). By subscribing to or using our Services, you ("Client," "you," or "your") agree to be bound by these Terms.
Company Information:
Not Quite Unicorns Ltd
63 Aberdeen Avenue
Cambridge
United Kingdom
CB2 8DL
2. Acceptance of Terms
By accessing or using our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our Services.
3. Description of Services
We offer subscription-based development services, including but not limited to:
- Task-Based Development: Based on your selected subscription plan, you are allocated a specific number of tasks per month (8, 16, or 32 tasks). A task is a specific, actionable ticket that generally completes, modifies, or builds upon a user story.
- Task Requests: You may submit task requests up to your monthly allocation. These will be addressed one at a time in the order received unless otherwise agreed upon.
- Support: Ongoing support is available via our client portal and Slack.
- Task Rollover: Unused tasks do not roll over to the following month unless explicitly stated in your subscription plan.
4. Subscription Terms
- Fees and Payment: All subscription fees are due in advance. By subscribing, you authorize us to charge your chosen payment method for the fees due.
- Refund Policy:
- All payments made are final. We do not offer refunds for any subscription fees or other payments made, except for the Starter Plan.
- Starter Plan subscriptions may be refunded 75% if canceled within one week of subscription and the client expresses dissatisfaction with the service.
- Automatic Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel prior to the renewal date. Your task allocation will reset at the beginning of each new billing cycle.
- Cancellation: You may cancel your subscription at any time. Cancellation will take effect at the end of the current billing period, and you will retain access to the Services and your remaining task allocation until then.
- Changes to Fees: We reserve the right to change our subscription fees upon reasonable notice to you.
- Plan Changes: You may upgrade or downgrade your subscription plan at any time. Changes will take effect immediately and are prorated based on the remaining time in your current billing cycle.
5. User Accounts
- Account Creation: To access our Services, you may be required to create an account. You agree to provide accurate and complete information during the registration process.
- Account Security: You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account.
- Unauthorized Use: You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
6. Intellectual Property Rights
- Client Ownership: Upon full payment of all fees due, all deliverables and work products created specifically for you ("Deliverables") become your sole and exclusive property.
- Company Materials: Notwithstanding the above, we retain all rights to our proprietary methods, tools, processes, and any materials developed or acquired prior to or outside the scope of these Terms.
- License to Use Company Materials: To the extent that Company Materials are incorporated into the Deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use such materials solely in connection with the Deliverables.
7. Support and Communication
- Support Contact: For support inquiries, please email us at support@notquiteunicorns.xyz, use our client portal, or contact us via Slack.
- Response Time: We strive to respond to all support requests within a reasonable timeframe.
- Communication: By subscribing to our Services, you consent to receive electronic communications from us related to your account and the Services.
- Service Level Agreement: The Ultra and Enterprise plans include a Service Level Agreement (SLA) available at https://notquiteunicorns.xyz/emergency. Our SLA applies within UK business hours: 9:00am-5:00pm, Monday-Friday, excluding public holidays.
- SEV1: SEV1 issues are catastrophic and the core service is down or unsafe. All or most customers are affected. SEV1 issues are drop-everything-and-fix issues. SEV1 issues receive a first response within two business hours, and a resolution target within three business hours.
- SEV2: SEV2 issues are serious but not catastrophic. The application may be significantly degraded, with a large number of users being affected. A rapid response is required, but the issues do not affect the core functionality, or, if they do, they can be worked around temporarily. SEV2 issues receive a first response within three business hours, with a target resolution time of six business hours.
- Updates: When a critical incident request is submitted, you will receive updates both via email (or Slack), and through our client portal.
- Making a Critical Incident Support Request: Please use the form linked above and provide as much detail as possible, as this aids a fast resolution. In addition, ensure a task is created on the portal for increased visibility.
8. Client Responsibilities
- Content and Materials: You are responsible for providing all content, materials, and information necessary for us to perform the Services.
- Application Access: Where the Services require us to work within your application or development environment (including, but not limited to, Bubble.io applications), you are responsible for granting and maintaining the necessary access permissions (such as editor, admin, or deployment rights) for the duration of the engagement. You acknowledge that failure to provide or maintain adequate access may delay or prevent the delivery of the Services, and such delays shall not constitute a failure to perform on our part.
- Revocation of Access on Termination: Upon termination or expiry of these Terms, we will remove our access to your application and development environments within fourteen (14) days. You may also revoke our access at any time, provided that doing so during an active subscription may impact our ability to deliver the Services.
- Compliance with Laws: You agree to comply with all applicable laws, regulations, and ordinances in connection with your use of the Services.
- Use of Services: You shall not misuse the Services, interfere with their normal operation, or attempt to access them using a method other than through the interfaces and instructions we provide.
9. Data Handling and Processing
- Client Application Data: In the course of providing the Services, we may access, view, or process data held within your application or development environment, including personal data belonging to your end users ("Client Application Data"). You acknowledge and agree that such access is necessary for us to perform the Services.
- Data Processor Role: To the extent that we process personal data on your behalf within the meaning of the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018, we shall act as a data processor and you shall act as the data controller. Each party shall comply with its respective obligations under applicable data protection legislation.
- Processing Instructions: We will process Client Application Data only as necessary to perform the Services and in accordance with your reasonable instructions. We will not use Client Application Data for any purpose other than the delivery of the Services.
- Security Measures: We will implement appropriate technical and organisational measures to protect Client Application Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
- Data Breach Notification: In the event that we become aware of a personal data breach affecting Client Application Data, we will notify you without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach.
- Sub-Processors: We may engage sub-processors to assist in providing the Services. We will maintain a list of sub-processors and notify you of any intended changes, giving you the opportunity to object on reasonable grounds.
- Return and Deletion: Upon termination of these Terms, we will, at your election, return or delete all Client Application Data in our possession, unless retention is required by applicable law.
- Data Processing Agreement: Where required by applicable data protection legislation, the parties shall enter into a separate Data Processing Agreement, the terms of which shall supplement these Terms.
10. Confidentiality
- Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, application architecture, source code, business logic, security configurations, trade secrets, client lists, financial information, and any data accessed within either party's application or development environments.
- Obligations: The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those contained herein; and (c) use Confidential Information solely for the purpose of performing or receiving the Services under these Terms.
- Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
- Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonable assistance to contest or limit such disclosure.
- Duration: The obligations of confidentiality shall survive termination of these Terms and continue for a period of three (3) years following the date of disclosure, or indefinitely in the case of trade secrets.
11. Limitation of Liability
- No Warranties: The Services are provided "as is" and "as available," without warranties of any kind, either express or implied.
- Exclusion of Liability: In no event shall Not Quite Unicorns Ltd be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use, arising out of or in connection with the Services.
- Maximum Liability: Our maximum aggregate liability under or in connection with these Terms shall not exceed the total fees paid by you to us in the three (3) months preceding the event giving rise to the liability.
12. Indemnification
You agree to indemnify, defend, and hold harmless Not Quite Unicorns Ltd, its affiliates, officers, directors, employees, agents, and representatives from any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or in any way connected with your access to or use of the Services, violation of these Terms, or infringement by you of any intellectual property or other rights of any person or entity.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to:
- Acts of God, natural disasters, epidemics, or pandemics;
- War, terrorism, civil unrest, or government sanctions;
- Power failures, internet or telecommunications failures;
- Failures, outages, or material changes to third-party platforms upon which the Services depend (including, but not limited to, Bubble.io and its associated infrastructure); and
- Any law, regulation, or government order that prevents or restricts performance.
The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration, and shall use reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party.
14. Termination
- By You: You may terminate these Terms by canceling your subscription and discontinuing use of the Services.
- By Us (for cause): We may suspend or terminate your access to the Services if you breach any provision of these Terms or if we are required to do so by law.
- By Us (for convenience): We may cancel your subscription at any time for any reason by providing you with written notice. In such cases, we will issue a prorated refund for the unused portion of your current billing cycle. This right of termination is without prejudice to any other rights or remedies available to us under these Terms.
- Effect of Termination: Upon termination, all rights granted to you under these Terms will cease. Sections pertaining to Intellectual Property Rights, Confidentiality, Data Handling and Processing, Limitation of Liability, Indemnification, and any other provisions that by their nature should survive termination shall survive.
15. Dispute Resolution
- Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales.
- Jurisdiction: You agree to submit to the exclusive jurisdiction of the courts located in England to resolve any legal matter arising from these Terms.
- Arbitration Option: Either party may elect to submit any dispute arising from these Terms or use of the Services to final and binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The party electing arbitration shall notify the other party in writing, and both parties shall cooperate in good faith with the arbitration process. The seat of arbitration shall be London, England, and the language of the arbitration shall be English.
16. Modifications to Terms
- Right to Modify: We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website.
- Notification of Changes: We will notify you of significant changes to these Terms by email or through the Services.
- Acceptance of Changes: Your continued use of the Services after any modifications to the Terms constitutes your acceptance of the revised Terms.
17. Miscellaneous
- Entire Agreement: These Terms constitute the entire agreement between you and Not Quite Unicorns Ltd regarding the Services and supersede all prior agreements.
- Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.
- Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
- Assignment: You may not assign your rights or delegate your obligations under these Terms without our prior written consent. We may assign our rights and obligations without consent.
18. Contact Information
If you have any questions or concerns about these Terms or the Services, please contact us at:
Email: support@notquiteunicorns.xyz
Address:
Not Quite Unicorns Ltd
63 Aberdeen Avenue
Cambridge
United Kingdom
CB2 8DL
19. Acknowledgment
By subscribing to and using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.