Terms of Service
Last updated: 14th April 2023
These Terms of Service ("Terms") govern your use of the website located at https://layereight.io/ (the "Website") and any related services, including our B2B SaaS platform for commercial real estate operators (the "Platform"), provided by Layer Eight Technologies Limited (the "Company," “Layer8,” "we," "us," or "our"), a company registered in England and Wales with company number 14256583 whose registered office is at 39 Pullman Avenue, Haywards Heath, RH16 4XB.
By accessing the Website, the Platform, or using any services provided by Layer Eight Technologies Limited, you agree to abide by these Terms and to comply with all applicable laws and regulations. If you do not agree with these Terms, you are prohibited from using or accessing the Website or Platform and must discontinue use immediately.
We reserve the right to review and amend any part of these Terms at our sole discretion. Upon doing so, we will update the date at the top of this page. Changes to these Terms will take effect immediately from the date of publication.
1. Trial Period & Subscription Term
1.1 Trial Subscription
Your trial subscription to the Platform commences on the date you activate the Platform (by signing in to the Platform or initiating any configuration on the Platform) and will continue for the trial period specified at that time ("Trial Period"). You must cancel your subscription by notifying us in writing (by email or post) before the end of the Trial Period if you do not wish to automatically convert to a paid subscription.
1.2 Automatic Renewal
Your subscription will automatically renew for consecutive terms of equal length to the initial Subscription Term ("Renewal Term"), at the end of the Trial Period or the then-current Subscription Term, unless you provide us with notice of non-renewal at least thirty (30) days before the end of the relevant period.
2. Licensing of Layer8 Platform and Technology
2.1 Grant of License
We grant you a non-exclusive, non-transferable right to access and use the Platform for your internal business operations subject to these Terms.
You undertake that only authorised users access the Layer8 Platform and that each authorised user abides by the these Terms. You shall immediately notify Layer Eight Technologies Ltd of any unauthorised access as soon as you are aware of such a breach.
Layer Eight Technologies Limited may make commercially reasonable changes to the Layer8 Platform and the way it operates. If any such change is likely to have an impact upon your use of the Platform, Layer Eight Technologies Limited will make all practicable efforts to inform you in advance of such changes taking effect.
3. Intellectual Property
3.1 Ownership
The Platform, including all intellectual property rights therein, is and will remain the exclusive property of the Company or its licensors. This Agreement does not transfer from the Company to you any Company or third-party, any right, title or interest in or to Layer Eight Technologies Limited’s intellectual property.
4. Restrictions
You agree not to:
- Use the Platform beyond the scope of the license granted under these Terms.
- Modify, copy, create derivative works, reverse engineer, or decompile any materials and software contained on our Website or Platform.
- Reverse engineer or attempt to extract the source code of the software, unless laws prohibit those restrictions or you have our written consent.
- Compete directly with our Platform by building a competing product or service based on any features, functions, or graphics of the Platform.
- Remove copyright or other proprietary notifications from any materials on our Website or Platform.
- Transfer the materials to another person or "mirror" the materials on any other server.
- Misuse our Website or services in any manner that abuses or disrupts our networks or any other service Layer Eight Technologies Limited provides.
- Use the Website or Platform to transmit or publish any unlawful material or engage in fraudulent activities.
- Violate any applicable laws or regulations while using the Website or Platform.
5. Customer Dependencies
You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Platform, including, without limitation, modems, hardware, software, and long-distance or local telephone service.
You are responsible for maintaining internet connectivity to the extent necessary to provide access to the Platform.
You are responsible for ensuring you have the appropriate licenses in place to use any third-party platforms, hardware, software libraries, software applications or plugins in connection with the Platform, including those necessary for integrating your business technology systems with the Platform (including but not limited to IT network hardware, IT monitoring systems and Google Maps).
6. Service Levels
6.1 Availability
We will use commercially reasonable efforts to make the Platform available with an annual uptime percentage of at least 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance.
6.2 Support
We will use reasonable efforts to provide support in accordance with the following statements and terms.
6.2.1 Help Desk Support
We will use reasonable efforts to make available technical support and assistance relating to the Layer8 Platform, provided by Layer8 help desk technicians, during the hours of 09:00 and 17:30 in the UK on a business day.
The help desk can be contacted by email (support@layereight.io) and by phone (0330 043 4504).
The help desk will provide assistance (at Layer8’s discretion) for the purposes of assisting you with the proper use of the Layer8 Platform and/or determining the cause of and fixing errors or malfunctions in the Layer8 Platform.
6.2.2 Response and Resolution Times
Layer Eight Technologies Limited will determine at it’s discretion which of the following levels of priority your support requests falls within, and will use reasonable efforts to respond to and resolve your support request within the following timescales:
Priority | Response Time | Resolution Time |
---|---|---|
Normal | 8 hours | As soon as practicable |
Moderate | 1 hour | 72 hours |
Urgent | 15 minutes | 24 hours |
6.3 Scheduled Maintenance & Platform Upgrades
Layer8 will from time to time introduce upgrades to the Layer8 Platform and these upgrades may implement changes to the appearance and functionality of the Layer8 Platform. Layer8 will also from time to time be required to suspend access to the Layer8 Platform to carry out scheduled maintenance.
In both cases, Layer8 will make reasonable efforts to provide advance notice of any such planned work which may materially affect your use of the Layer8 platform, and will make reasonable efforts to ensure all such work happens outside of the hours of 09:00 and 17:30 in the UK on a business day.
6.4 Data Backups
Layer8 will make all reasonable and practicable efforts to ensure all Layer8 Platform data is backed up on a daily basis, and that such backups are stored in a geographically resilient manner.
7. Ownership and Licensing of Data
7.1 Customer Data
You retain all rights to data submitted to the Platform by you ("Customer Data"). You grant us a non-exclusive right to use, copy, store, transmit and display Customer Data to the extent necessary to provide the Platform pursuant to these Terms.
7.2 Aggregated Data
You agree that we may use, during and after this agreement, all data within the Platform in an anonymized and aggregated manner for purposes of enhancing the Platform, technical support, and other business purposes.
8. Fees
8.1 Payment Terms
Fees are invoiced and payable monthly within 14 days, and are non-refundable except as may be required by law.
8.2 Failure to Pay
If you fail to pay within 10 days of the payment due date, Layer Eight Technologies Limited may immediately suspend your access to the Layer8 Platform and/or any other parts of its services until payment is made by you in full.
8.3 Changes in Fees
We may revise fee rates for the subsequent Subscription Term and any such revisions will take effect upon the next renewal. We will always provide at least 30 days’ notice of any such revisions.
9. Warranties and Indemnities
9.1 Warranties
We warrant that the Platform will perform materially in accordance with our documentation, and we will perform our obligations with reasonable care and skill.
9.2 Indemnity
You agree to indemnify and hold us harmless against any claims brought by a third party against us arising from or related to the use of the Platform by you in breach of these Terms or other policies.
10. Disclaimers and Limitations of Liability
We expressly disclaim any liability for any direct, indirect, incidental, consequential, or special damages arising out of or in any way connected with access to or use of the Platform, and we disclaim all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement.
In no event will we be liable for any consequential loss arising out of or in connection with the use or inability to use this Website or Platform. "Consequential loss" includes any loss of profit, business interruption, or loss of data.
11. Data Protection
Your use of the Platform will comply with all applicable laws and regulations including, but not limited to, the GDPR.
Layer Eight Technologies Limited will always comply with the data protection terms and conditions set out in it’s published Privacy Policy. In the case of any inconsistency, conflict or ambiguity between any of the provisions of these Terms of Service and the Privacy Policy, the provisions of the Privacy Policy shall prevail in preference to these Terms of Service.
12. Confidentiality
Each party agrees to keep confidential and to use only for purposes of performing under these Terms, any proprietary or confidential information disclosed by the other party.
13. Suspension and Termination
13.1 Suspension
We may suspend your access to the Platform without liability if: (i) you violate these Terms; (ii) there is suspicion of unauthorized access; (iii) we determine that your use poses a security risk to the Platform or other users.
13.2 Termination
Either party may terminate this Agreement for any reason upon providing the other party with at least thirty (30) days' written notice before the end of the Trial Period or any Renewal Term.
14. Consequences of Termination
Upon termination, you must pay any unpaid fees covering the remainder of the term of all subscriptions. After such payment, we will make all Customer Data available for export or download as provided in the Agreement.
15. General Terms
15.1 Severance
If any part of these Terms is found to be void or unenforceable, it will be severed, and the rest of the Terms will remain in effect.
15.2 Acceptance of Terms
By using the Website and the Platform, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.
15.3 Governing Law
These Terms, and any disputes arising from or relating to the interpretation thereof, shall be governed by the laws of the United Kingdom, and you submit to the exclusive jurisdiction of its courts.