Terms of Service
Draft for legal review. These terms aren't in force yet. Bracketed text marks decisions still to make.
These terms are an agreement between [ROCC legal entity name] (company number [company number], registered office [registered office address]) ("ROCC", "we") and the organisation that registers for ROCC Tracker ("you"). The person who registers confirms they're authorised to accept them for that organisation.
The Data Processing Agreement is part of these terms. If the two conflict on personal data, the Data Processing Agreement wins.
1. The service
1.1 ROCC Tracker ("Tracker") lets you create visits and send each customer a link showing when your operative is on the way, where they are and when they're expected. It includes the admin website, the API, the customer tracking page, the operative share-location page and the Tracker app.
1.2 We may improve and change Tracker. We won't remove a core feature you're paying for during a paid period without telling you at least [30 days] beforehand.
1.3 Arrival times are estimates. Tracker isn't a safety, emergency or lone-worker system, and you mustn't rely on it as one.
2. Eligibility and accounts
2.1 The Free plan is for organisations in the sectors we list at registration. We may check eligibility before you can create visits, and decline or end Free access for organisations outside those sectors.
2.2 You're responsible for your users and API keys:
- keep passwords and keys secret, and give access only to people who need it;
- revoke keys and remove users who no longer need access;
- tell us straight away at [support@ROCC domain] if you think an account or key has been misused.
2.3 You're responsible for everything done through your account, except where it's caused by our breach of these terms.
3. Your responsibilities
3.1 You're the controller of the personal data you put into Tracker, including your customers' and operatives' details and operatives' locations. You must have a lawful basis for it, and you must tell people about it. To help, we provide templates of a visit tracking notice and an operative notice, and guidance, but you're responsible for what you tell people.
3.2 You must only use Tracker to share an operative's location while they travel to a visit, as Tracker is designed to. You mustn't use it for covert monitoring, or to track anyone outside work or without telling them.
3.3 You mustn't put special category data (for example health, disability or vulnerability details) or criminal offence data into visit references, names, addresses or other free-text fields unless we've agreed in writing.
3.4 You must not:
- break the law, or anyone's rights, using Tracker;
- try to get around plan limits, security or access controls, or other organisations' separation;
- probe, scan or load-test Tracker without our written agreement;
- reverse engineer Tracker, except where the law allows;
- resell Tracker or give third parties access to it, other than your contractors working for you;
- send messages through Tracker that aren't about the customer's visit, such as marketing.
3.5 Tracking links work for anyone who has them. Send them only to the customer, and don't publish them.
4. Third-party services
4.1 Tracker uses third-party services for maps, routing, address lookup and messaging, listed on the subprocessors page. Where you connect your own service (for example your own messaging provider through a webhook, or your own GOV.UK Notify account), your agreement with that provider applies to it, and we aren't responsible for it.
4.2 Map data is © OpenStreetMap contributors and other providers as shown on the map. You must keep attributions visible.
5. Plans, fees and payment
5.1 Plans, allowances and prices are as shown in the admin when you choose them. The Free plan has no charge. We may change the Free plan's allowances with at least [30 days'] notice.
5.2 Paid plans and add-ons are billed in advance by card through our payment provider, or by invoice where we agree. Prices exclude VAT. Subscriptions renew until cancelled, and cancelling takes effect at the end of the current period.
5.3 We may change prices for the next billing period with at least [30 days'] notice. If you don't accept a change, you can cancel before it takes effect.
5.4 If a payment fails and isn't fixed within [14 days] of our reminder, we may move you to the Free plan or suspend paid features.
6. Your data
6.1 You own the data you put into Tracker ("Customer Data"). You give us the right to use it only to provide, secure and support Tracker for you, as set out in the Data Processing Agreement.
6.2 We may use aggregated, anonymised statistics about how Tracker is used (for example the number of visits, or typical journey times in an area) to run and improve Tracker. They won't identify you, your customers or your operatives.
6.3 You can export your visits and operatives through the API at any time while your account is open.
7. Our intellectual property
7.1 We, or our licensors, own Tracker and everything in it apart from Customer Data. These terms give you a non-exclusive, non-transferable right to use it during your subscription.
7.2 If you send us feedback, we may use it without owing you anything.
8. Availability and support
8.1 We aim to keep Tracker available and to fix faults promptly, but the Free plan comes with no service level. [Paid plan service levels to be decided.]
8.2 We may suspend access briefly for maintenance or security, and we'll give notice where we reasonably can.
9. Confidentiality
Each of us will keep the other's confidential information confidential and use it only for this agreement. This doesn't apply to information that's public, already known or independently developed, or that the law requires to be disclosed.
10. Liability
10.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn't allow to be limited.
10.2 Neither of us is liable for loss of profit, revenue, goodwill or anticipated savings, or for any indirect or consequential loss.
10.3 Otherwise, each party's total liability in each year of this agreement is limited to the greater of the fees you paid in the previous 12 months and [£100]. [Separate caps for data protection claims to be decided.]
10.4 Tracker is provided for your business use. As far as the law allows, we don't give any warranty that it will meet a particular need, other than those in these terms.
11. Suspension and ending
11.1 You can stop using Tracker and close your account at any time.
11.2 We may suspend or end your access if you seriously or repeatedly break these terms, if you don't pay, or if we must for legal or security reasons. Where we reasonably can, we'll tell you first and give you a chance to put things right.
11.3 When your account closes, you have [30 days] to export your data. We then delete Customer Data as set out in the Data Processing Agreement.
12. Changes to these terms
12.1 We may update these terms. We'll tell account owners by email and in the admin at least [30 days] before a change that affects them takes effect, and give a date by which to accept it.
12.2 Until that date, the current terms continue to apply. If you haven't accepted by then, you won't be able to create new visits until someone at your organisation accepts. Visits already booked, and your customers' tracking links, keep working.
12.3 If you don't want to accept the changes, you can close your account instead, and export your data as set out in section 11.
13. General
13.1 These terms, with the Data Processing Agreement and any order you sign with us, are the whole agreement between us about Tracker.
13.2 Neither of us is responsible for delays caused by events outside our reasonable control.
13.3 You may not transfer this agreement without our consent. We may transfer it to a successor to our business, and we'll tell you if we do.
13.4 Nobody else has rights under this agreement under the Contracts (Rights of Third Parties) Act 1999.
13.5 Notices to us go to [support@ROCC domain]. Notices to you go to your organisation's contact email.
13.6 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.