These Terms were last updated on 11/07/2023.
1.1. These Terms apply to your use of the Service (as that term is defined below).
1.2. By accessing the Service (by either Creating an Account or using a Guest Link):
1.3. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2.1. Subject to clause 2.3:
2.2. You are responsible for ensuring you are familiar with the latest Terms.
2.3. If a change to these Terms is detrimental to you, you may terminate these Terms and your right to access and use the Service on no less than 10 days' notice, provided the notice is received by us before the date that the change takes effect. If you give notice under this clause 2.3, the previous version of the Terms will apply to your access to and use of the Service during the notice period. If you do not exercise your termination right under this clause, and you continue to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
In these Terms:
"Confidential Information" means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the ShareTimetable Software. Your Confidential Information includes the Data.
"Data" means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.
"Fees" means the applicable fees set out on our pricing page on the Website at https://www.sharetimetable.com/ or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.
"Force Majeure" means an event that is beyond the reasonable control of a party, excluding:
"including" and similar words do not imply any limit.
"Intellectual Property Rights" includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
"Objectionable" includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
a "party" includes that party's permitted assigns.
a "person" includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
"personal information" means information about an identifiable, living person.
"personnel" includes officers, employees, contractors, agents, and any other person you invite to access your resources within the Service, but a reference to your personnel does not include us.
"ShareTimetable" means the software owned by us (and our licensors) that is used to provide the Service.
"Service" means the service having the core functionality described on the Website, as the Website is updated from time to time.
"Start Date" means the date that you create an account.
"Underlying Systems" means the ShareTimetable Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
"We", "us" or "our" means onHover, the business trading name of Craig Rodway.
"Website" means the internet site at https://www.sharetimetable.com/, or such other site notified to you by us.
"Year" means a 12-month period starting on the Start Date or the anniversary of that date.
"You" or "your" means you or, if clause 1.1.b applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4.1. We must use reasonable efforts to provide the Service:
4.2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
4.3. We must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website or a notice within the Service advance details of any unavailability.
5.1. You and your personnel must:
5.2. When accessing the Service, you and your personnel must:
5.3. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
5.4. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
6.1. You acknowledge that we may require access to the Data to exercise our rights and perform our obligations under these Terms.
6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.
6.3. You acknowledge and agree that:
6.4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of applicable privacy laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
6.5 You agree that we may store Data (including any personal information) in secure servers in the United Kingdom and may access that Data (including any personal information) in the United Kingdom.
6.6. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
7.1. We offer a 60-day free trial on each new schedule created within the Service.
7.2. You have the option of upgrading each schedule to a Paid plan after the free trial period.
7.3. Our order process is conducted by our online reseller, Paddle.com. Paddle.com is the Merchant of Record for all orders placed within the Service. Paddle provides all customer service inquiries relating to payment.
7.4. Where possible, you will be charged in your local currency.
7.5 The Fees exclude taxes, but taxes relevant to your location will be charged.
7.6 We may increase the Fees by giving at least 30 days' notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on the Plan that is subject to the increased Fees on no less than 10 days' notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.
8.1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
8.2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
8.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
8.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
9.1. Each party must, unless it has the prior written consent of the other party:
9.2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:
10.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
10.2. To the maximum extent permitted by law:
10.3. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
11.1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 11.1 includes the cap set out in clause 10.2a.
11.2. Neither party is liable to the other under or in connection with these Terms or the Service for any:
11.3. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:
11.4. Clause 11.2 does not apply to limit your liability:
11.5. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
11.6. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
12.1. Unless terminated under this clause 12, these Terms and your right to access and use the Service:
12.2. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
12.3. You may terminate these Terms and your right to access and use the Service in accordance with clauses 2.3 and 7.6.
12.4. Termination of these Terms does not affect either party's rights and obligations that accrued before that termination.
12.5. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
12.6. No compensation is payable by us to you as a result of termination of these Terms for whatever reason. What happens with any Fees you have already paid is determined by our Refund Policy.
12.7. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party's request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party's possession or control.
12.8. At any time prior to one month after the date of termination, you may request:
12.9. To avoid doubt, we are not required to comply with clause 12.10.a to the extent that you have previously requested deletion of the Data.
12.10. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
13.1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
13.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
13.3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
13.4. Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
13.5. If we need to contact you, we may do so by email or by posting a notice on the Website or within the Service. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing email@example.com.
13.6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of the United Kingdom. Each party submits to the non-exclusive jurisdiction of the Courts of the United Kingdom in relation to any dispute connected with these Terms or the Service.
13.7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.6, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.
13.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
13.9. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.
13.10. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.