Terms and Conditions

1. Definitions

"Service" refers to the Civic.ly platform, including all web and mobile applications and features.

"You" or "your" refers to the organisation or individual entering into this agreement.

"Authorised Users" refers to individuals granted access to your Account by your organisation.

"Account Administrator" refers to the first user registered who manages user access and permissions.

2. Introduction

These Terms and Conditions ("Terms") govern your use of the Civic.ly platform and Services provided by Starboard Systems Limited ("we", "us", "our", "Civic.ly"). By accessing or using our Service, you agree to be bound by these Terms.

3. Company Information

Starboard Systems Limited
Company Number: 10297703
Registered Office: 2 Meridian Way, Dencora Court, Norwich, Norfolk, United Kingdom, NR7 0TA
Email: hello@civic.ly

4. Service Description

Civic.ly provides asset management software designed specifically for councils, enabling efficient management of assets, tasks, inspections, and compliance documentation through our web and mobile applications.

5. Account Registration and Access

5.1 Eligibility

• Our Service is designed for professional use by councils and related organisations
• Users must be at least 18 years old
• Users between 16-18 may use the Service only with parental, guardian, or organisational consent

5.2 Account Responsibility

• The first user to register becomes the Account Administrator
• Account Administrators are responsible for managing user access and permissions
• You are responsible for maintaining secure passwords and Account security
• Each organisation receives one Account which may be used by multiple Authorised Users

5.3 Geographic and User Scope

• Your Account may be used by staff, volunteers, and contractors within your council's geographic boundaries (as defined by UK Government ward and parish boundary Data)
• You may grant access to volunteer organisations operating within your geographic area (e.g., allotment societies, community groups)
• You remain fully responsible for all usage by your Authorised Users
• Accounts may not be shared with other councils or organisations outside your geographic boundaries

6. Subscription and Billing

6.1 Payment Terms

• Services are billed monthly or annually per organisation, not per user
• Core Services and add-ons are available as selected by your organisation
• Payment is due upon receipt of invoice

6.2 Pricing Adjustments

6.2.1 Right to Adjust Pricing

We may review subscription pricing periodically (normally once per year) but do not automatically increase prices each year. Any increase, if applied, will reflect:

• New features or enhanced value delivered to the core platform
• Changes in your precept or growth of asset base due to devolution / community asset transfers
• General market conditions and operational costs
• Optional add-ons or modules you have selected
• Alignment with your council's financial planning cycles

6.2.2 Adjustment Caps and Notice

• Cap on increases: If we adjust prices, any increase will be limited to the greater of either 10% or your council's precept increase for the relevant year.
• Optional add-ons: Additional modules or services you choose are priced separately and may increase your total subscription cost beyond the cap.
• Advance notice: We will give at least 6 months' written notice before any change takes effect.
• Cancellation rights: You may cancel penalty-free during the notice period if you do not wish to continue at the new price.
• Effective date: Price adjustments take effect at your next renewal date on or after 1 April.

6.2.3 Add-On Services

• Future add-on Services are priced separately when introduced
• Add-on pricing is not subject to the above price increase caps
• Adding new Services will increase your total subscription cost from the date of activation

6.3 No Lock-In Policy

We pride ourselves on flexibility and do not lock customers into long-term commitments:

• You may cancel your subscription at any time with 30 days' notice. Your cancellation will take effect 30 days after we receive written notice.
• Annual subscribers who cancel early receive a 50% refund of remaining time
• You may downgrade from annual to monthly billing at any time with immediate effect and appropriate refund
• No cancellation fees or penalties apply

6.3.1 Cancellation Process

• Monthly subscribers: Service ends 30 days after notice, no refund for final month
• Annual subscribers: Service ends 30 days after notice, 50% refund of remaining subscription period

6.4 Late Payment and Suspension

• Payment reminders will be sent for overdue Accounts
• After 3 months of non-payment, we reserve the right to terminate your Account
• We will provide reasonable notice and opportunity to resolve payment issues
• Upon termination for non-payment, Data will be retained for 6 months as outlined in our Privacy Policy

6.5 Free Trials

• Free trials may be offered at our discretion
• Trial terms and duration will be communicated at the time of offering
• We reserve the right to terminate trial Accounts at any time, for any reason, without notice
• No payment information is required for trials unless converting to a paid subscription
• Trial Data will be deleted 6 months after trial expiry if not converted to a paid subscription

7. Acceptable Use

7.1 Permitted Use

• Use the Service for legitimate council and related organisational purposes
• Use within your geographic boundaries and Authorised User base
• Comply with all applicable laws and regulations

7.2 Prohibited Use

You may not:

• Use the Service for illegal activities or purposes outside your organisational scope
• Share access with unauthorised third parties or other councils
• Attempt to reverse engineer, modify, or compromise the Service
• Upload malicious content or attempt to harm our systems
• Violate any applicable laws or regulations

8. AI-Powered Features and Disclaimers

8.1 AI Assistance

Our Service includes AI-powered features for:

• Asset classification and condition assessment
• Document analysis and categorisation
• Audio transcription and summarisation
• Predictive maintenance recommendations

8.2 AI Accuracy Disclaimer

Important: AI systems can make errors. You acknowledge that:

• AI-generated results are provided for convenience only and may contain errors. We exclude all liability for decisions made based on AI outputs, including but not limited to asset condition assessments, maintenance recommendations, and document analysis.
• AI may misclassify assets or incorrectly assess conditions
• Document analysis may extract incorrect information
• Audio transcription may contain inaccuracies
• Visual inspections by AI may miss important details
• You are responsible for reviewing and validating all AI-generated results
• AI recommendations are productivity tools, not professional advice
• AI Features may involve third-party Services and we do not warrant the accuracy or reliability of AI outputs

9. Compliance and Regulatory Guidance

9.1 Inspection Templates and Recommendations

• We provide suggested inspection checklists and maintenance routines
• These recommendations are general guidance tools, not professional advice
• You are solely responsible for ensuring compliance with all applicable health and safety regulations
• You must verify that recommended procedures meet your specific regulatory requirements
• You are responsible for ensuring your staff have appropriate skills and certifications

9.2 Limitation of Compliance Responsibility

We are not liable for:

• Your failure to comply with health and safety regulations
• Inadequacy of suggested inspection procedures for your specific needs
• Any incidents, accidents, or compliance failures
• Professional negligence claims related to asset management decisions

10. Data and Privacy

10.1 Data Ownership

• You retain ownership of all Data you upload to the Service
• We process your Data in accordance with applicable Data protection laws, including the UK GDPR and Data Protection Act 2018 (as outlined in our Privacy Policy)
• You are responsible for the accuracy and legality of uploaded Data

10.2 Data Export and Portability

• Structured Data can be exported in CSV format at any time through the platform
• Upon request, we will provide multimedia files (photos, videos, documents) in ZIP format
• Full Data export is available upon Account termination

11. API and Integrations

11.1 API Usage

• API usage is subject to fair use limits
• We may implement rate limiting to ensure Service stability
• API access may be suspended for misuse or excessive usage

11.2 Third-Party Integrations

• Third-party integrations (including Zapier and future integrations) are governed by their respective terms of Service
• We are not responsible for third-party Service changes, failures, or Data handling practices
• Integration functionality may change based on third-party Service modifications

12. Subcontractors

We reserve the right to use subcontractors and third-party Service providers to deliver our Service, including but not limited to cloud hosting, AI processing, and technical support Services. All subcontractors are required to maintain appropriate Data protection and security standards.

13. Confidentiality

13.1 Mutual Confidentiality

Both parties agree to:

• Keep confidential information received from the other party secure
• Use confidential information only for the purposes of this agreement
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon termination

13.2 Your Confidential Information

We treat your Data and usage information as confidential as outlined in our Privacy Policy.

13.3 Our Confidential Information

Our software architecture, algorithms, business processes, and non-public features are our confidential information.

14. Service Level and Support

14.1 Uptime Commitment

We aim for the Service to be available for at least 99.9% of the time during each calendar quarter. Availability is measured during Core Hours (9 AM – 5 PM, Monday to Friday, UK time, excluding UK public holidays).

14.2 What Counts as Downtime

Downtime means the Service is completely inaccessible to all users. The following are excluded from downtime calculations:

• Scheduled maintenance (we will provide at least 48 hours' notice and conduct maintenance outside Core Hours where practical)
• Issues caused by factors outside our reasonable control, including internet connectivity problems, your devices or networks, or third-party service failures
• Periods where access is restricted due to security concerns or at your request

14.3 Remedy for Availability Failures

If availability falls below 99.9% in any calendar quarter, we will extend your subscription by one day for each full hour of unplanned downtime beyond the 99.9% threshold, up to a maximum of 14 days per quarter. To claim this extension, notify us at hello@civic.ly within 30 days of the quarter ending.

14.4 Support Hours and Channels

We provide support during Core Hours (9 AM – 5 PM, Monday to Friday, UK time, excluding UK public holidays) through the following channels:

• Email: hello@civic.ly (Core Hours)
• Help Centre: https://help.scribeaccounts.com/civic-ly (24/7 self-service)
• Video call: By appointment via Calendly link
• Emergency phone: Critical issues only, number provided to Account Administrators

14.5 Issue Severity and Response Times

We classify support requests into two severity levels:

• Critical – The Service is completely unusable for all users. We will respond within 1 hour and provide updates every 2 hours until resolved.
• Standard – All other issues, including partial functionality problems, questions, and feature requests. We will respond within 1 business day and provide updates every 3 business days until resolved.

Response time means the time from when we receive your request during Core Hours to when we acknowledge it and begin investigation. Requests received outside Core Hours will be addressed from the start of the next business day. Complex issues may require longer resolution times, which we will communicate promptly.

14.6 Emergency Out-of-Hours Support

For genuine emergencies outside Core Hours (Critical severity only), Account Administrators may contact us by phone using the number provided during onboarding. This is intended for exceptional circumstances such as complete system outages or data security incidents.

14.7 What Support Does Not Include

Our standard support does not cover:

• Configuration of your devices, networks, or third-party software
• Issues arising from modifications you have made outside normal platform use
• Feature development or customisation requests (submit these via ideas.civic.ly)

14.8 Your Responsibilities

To help us resolve issues quickly, please:

• Provide clear descriptions of the problem, including screenshots where helpful
• Confirm which device, browser, and operating system you are using
• Check our Help Centre and status page before raising a support request

15. Service Modifications

15.1 Platform Updates

• We continuously improve our Service with regular updates
• Minor updates and improvements are implemented without notice
• Major changes will be communicated with at least 1 week's notice
• We reserve the right to modify features to improve security, compliance, or performance

15.2 Terms Updates

• We may update these Terms periodically
• Significant changes will be communicated via email or platform notification
• Continued use of the Service constitutes acceptance of updated Terms

16. Warranties

16.1 Service Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

17. Limitation of Liability

17.1 Liability Cap

• Our total liability to you is limited to the amount you paid in the 12 months preceding the claim
• We exclude liability for indirect, consequential, or special damages including lost profits or business interruption

17.2 Exclusions

We are not liable for:

• Data loss (given our export capabilities and Data retention policies)
• Third-party Service interruptions
• Force majeure events include but are not limited to: natural disasters, cyber attacks, government restrictions, internet infrastructure failures, third-party Service outages, and other events beyond our reasonable control
• Damages arising from your misuse of the Service
• Professional or regulatory compliance failures

Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

18. Indemnification

You agree to indemnify and hold us harmless from claims arising from:

• Your use or misuse of the Service
• Your violation of these Terms or applicable laws
• Content you upload or actions you take using the Service
• Claims by your users, volunteers, or third parties related to your use of the Service
• Your failure to comply with regulatory requirements

19. Account Termination

19.1 Your Right to Terminate

• You may terminate your Account at any time by providing 30 days' written notice to hello@civic.ly
• Upon termination, you will receive applicable refunds as outlined above
• You may request Data export before or after termination
• Termination is effective 30 days after we receive your written notice
• Monthly subscribers: No refund for the final 30-day notice period
• Annual subscribers: 50% refund of unused subscription time after the 30-day notice period

19.2 Our Right to Terminate

We may terminate your Account:

• For material breach of these Terms (with reasonable notice and opportunity to cure)
• For non-payment after 3 months
• If required by law or regulatory action
• If your use poses security or legal risks

19.3 Effect of Termination

• Access to the Service will cease
• Data will be retained for 6 months as outlined in our Privacy Policy
• These Terms will continue to apply to actions taken before termination

20. Intellectual Property

20.1 Our Rights

• Civic.ly, our platform, and all related intellectual property remain our property
• You receive a limited, non-exclusive licence to use the Service during your subscription

20.2 Your Rights

• You retain all rights to your Data and content
• You grant us licence to process your Data as necessary to provide the Service
• This licence terminates when you delete content or terminate your Account
• You represent and warrant that you have all necessary rights to upload and use the content you provide and that doing so does not infringe the rights of any third party

20.3 AI-Generated Insights and Analytics

• Your Data Ownership: You retain ownership of all raw Data you upload to the Service
• AI-Generated Content: Insights, predictions, analytics, and recommendations generated by AI systems based on your Data are our intellectual property
• Aggregated Insights: Analytics derived from aggregated Data across multiple customers remain our intellectual property
• Your Right to Use: You have a perpetual, non-exclusive licence to use AI insights generated specifically for your organisation during your subscription
• Industry Benchmarks: Anonymised industry benchmarks and comparative analytics remain our intellectual property and may be provided to other customers

21. Governing Law and Disputes

21.1 Governing Law

These Terms are governed by the laws of England and Wales.

21.2 Dispute Resolution

• We encourage informal resolution of disputes through direct communication
• If informal resolution fails within 30 days, disputes will be resolved through the courts of England and Wales
• We prefer collaborative resolution and will work reasonably to address concerns

22. General Provisions

22.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between us.

22.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force.

22.3 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

22.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except in connection with a merger, acquisition, or organisational restructuring. We may assign our rights and obligations with reasonable notice to you.

23. Contact Information

For questions about these Terms:

Email: hello@civic.ly
Post: Starboard Systems Limited, 2 Meridian Way, Dencora Court, Norwich, Norfolk, United Kingdom, NR7 0TA