Terms & Conditions of Service
Introduction
RapidSpike Limited (“RapidSpike”, “we”, “us” or “our”) provides access to its hosted monitoring and digital operations platform and related services (the “Service”).
These Terms and Conditions (“Terms”) govern the Customer’s access to and use of the Service. By creating an account, purchasing a subscription, or otherwise accessing or using the Service, you agree to be bound by these Terms.
If you accept these Terms on behalf of a company or other organisation, you represent and warrant that you have authority to bind that organisation. In that case, “Customer”, “you” and “your” refer to that organisation.
If you do not agree to these Terms, you must not access or use the Service.
We may amend these Terms from time to time. The then-current version will be made available through the Service or our website. Continued use of the Service following any amendment constitutes acceptance of the updated Terms.
Definitions
In these Terms, the following definitions apply unless the context requires otherwise:
Account means the customer account used to access the Service.
Authorised Users means employees, contractors, agents or representatives authorised by the Customer to access and use the Service under the Customer’s Account.
Billing Cycle means the recurring billing period for a Subscription.
Customer means the organisation or legal entity that registers for, subscribes to, or otherwise uses the Service.
Customer Data means information submitted to the Service by or on behalf of the Customer, including configuration information, monitoring targets, and other data provided through the Account.
Fees means charges payable for the Service, including Subscription fees and any fees for add-ons, professional services or managed services.
Monitoring Data means data, alerts, reports and outputs generated by the Service from monitoring checks, scripts, sensors, tags or other monitoring methods.
Service means RapidSpike’s hosted platform, applications, websites, software, modules and related services made available by RapidSpike.
Subscription means the right to access and use the Service during a Billing Cycle under a Subscription Plan.
Subscription Plan means the service tier or plan selected by the Customer which defines scope, features, usage limits and Fees.
Third-Party Services means services, platforms, infrastructure or systems operated by parties other than RapidSpike.
The Service
RapidSpike provides a hosted monitoring and digital operations platform designed to provide visibility into the availability, performance and operational behaviour of websites, applications and other digital systems.
The Service is delivered as software-as-a-service (SaaS), and accessed remotely via the internet.
The Service may include monitoring, alerting, reporting, analytics, security-related monitoring, operational insights, managed services and other related functionality, depending on the Subscription Plan and any purchased services.
RapidSpike may modify, enhance, update or discontinue features of the Service from time to time, including introducing new functionality, changing how features operate, or retiring features.
The Service provides monitoring observations and operational insights only and does not operate, manage or control the Customer’s systems or infrastructure unless expressly agreed in writing as part of a managed service engagement.
Accounts and Authorised Users
To access the Service, the Customer must create and maintain an Account and provide accurate, current and complete information.
The Customer may permit Authorised Users to access and use the Service on its behalf. The Customer is responsible for all use of the Service under its Account, including use by Authorised Users.
The Customer is responsible for safeguarding Account credentials and must not disclose passwords to unauthorised parties.
The Customer must notify RapidSpike promptly if it becomes aware of any unauthorised access to the Account or any suspected security incident relating to its use of the Service.
RapidSpike may suspend or restrict access to an Account where it reasonably believes the Account has been compromised, is being used unlawfully, or is being used in breach of these Terms.
Permitted Use
The Customer may use the Service for its internal business purposes and, where applicable, as part of services the Customer provides to its own customers or clients, provided such use complies with these Terms and the applicable Subscription Plan.
The Customer must ensure that it has the necessary rights, permissions and authority to monitor, test, interact with, or otherwise target any websites, applications, systems, networks or IP addresses configured within the Service.
Free or trial access (where offered) is intended for use in relation to the Customer’s own systems only. Use of the Service to provide monitoring or managed services to third parties (including end clients) requires a paid Subscription or written authorisation from RapidSpike.
Resale, white-labelling, sublicensing or commercial redistribution of RapidSpike services is not permitted without RapidSpike’s prior written consent, except where expressly included in the Customer’s Subscription Plan or agreed in writing.
Licence Restrictions
The Customer must not, and must not permit any Authorised User or third party to:
– copy, modify, adapt, translate or create derivative works from the Service;
– reverse engineer, decompile, disassemble or attempt to derive the source code or underlying technology of the Service (except to the extent permitted by law);
– access or use the Service in a manner that exceeds the scope of the applicable Subscription Plan or any usage limits;
– interfere with, disrupt or attempt to bypass the security, integrity or performance of the Service or RapidSpike’s infrastructure;
– use the Service to conduct intrusive testing (including vulnerability scanning, penetration testing or load testing) against systems the Customer does not own or does not have explicit permission to test or monitor;
– use the Service in breach of applicable law, regulation, or third-party rights; or
attempt unauthorised access to RapidSpike systems or other customers’ accounts.
RapidSpike may suspend or restrict access to the Service where it reasonably believes this section has been breached or where continued use presents a legal, security or operational risk.
Customers, Users and Subscriptions
The Service is provided on a subscription basis (“Subscription”). Subscription fees are billed in advance on a recurring basis according to the applicable billing cycle (“Billing Cycle”). Billing cycles may be monthly, quarterly, annually or otherwise agreed in writing.
Unless cancelled in accordance with these Terms, each Subscription will automatically renew for a further Billing Cycle on the then-current plan and scope of service.
Payment Terms
A valid payment method is required to purchase or renew a Subscription. RapidSpike may accept payment by approved methods including credit/debit card, bank transfer, purchase order with invoice, or other payment methods accepted from time to time, including payments processed through third-party payment providers.
The Customer must provide accurate and complete billing information and keep it up to date.
By submitting payment information, the Customer authorises RapidSpike to charge all Fees incurred under the Account.
Where automatic billing fails for any reason, RapidSpike may issue an invoice and the Customer must pay the Fees in full by the deadline stated on the invoice.
Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date (“Net 30”). Late payment may result in suspension or termination of the Service.
Fees, Add-ons, Pro-Rating, Discounts and Price Changes
Fees are based on the applicable Subscription Plan and any additional services ordered by the Customer (including add-ons, modules, professional services or managed services).
Where the Customer adds additional monitored assets, environments, systems, checks, modules, or service scope during a Billing Cycle, RapidSpike may apply additional Fees from the activation date, including on a pro-rated basis for the remainder of the Billing Cycle. The Customer’s recurring Fees may be adjusted in the next Billing Cycle to reflect the updated scope.
Unless otherwise agreed in writing, any newly activated monitored asset or service may be billed for a minimum of one full Billing Cycle.
RapidSpike may offer discounts, promotional pricing or volume pricing at its discretion. Discounts may be withdrawn, amended or not renewed unless otherwise agreed in writing.
RapidSpike may change Fees or introduce new pricing structures from time to time. Any pricing change will apply from the next renewal date or the next Billing Cycle (as applicable) unless otherwise agreed in writing. Continued use of the Service after a pricing change takes effect constitutes acceptance of the updated Fees.
Subscription fees are generally non-refundable or where RapidSpike agrees otherwise in writing.
Cancellation and Renewal
Cancellation must be in writing. You cancel a Subscription by giving no less than 30 days’ written notice before the next renewal date.
If valid cancellation notice is not received at least 30 days prior to renewal, the Subscription will automatically renew for the next Billing Cycle.
Cancellation takes effect at the end of the then-current Billing Cycle, and all Fees due up to and post the effective cancellation date remain payable.
Suspension and Termination
RapidSpike may suspend access to the Service immediately where it reasonably believes suspension is necessary to protect the Service, other customers, or to comply with law, including in cases of suspected misuse, security risk or non-payment.
RapidSpike may terminate the Customer’s Subscription or access to the Service if the Customer materially breaches these Terms and fails to remedy that breach within 60 days of receiving written notice from RapidSpike specifying the breach and the steps required to remedy it.
Where a breach is not capable of remedy, RapidSpike may terminate immediately by written notice.
Upon termination, the Customer’s right to use the Service ends at the end of any applicable wind-down period (if any). Provisions which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnities and limitations of liability.
Accounts: Security and Remote Access for Support
When creating an Account, the Customer must provide accurate, complete and current information. Failure to do so may result in suspension or termination.
The Customer is responsible for safeguarding Account credentials and for all activity under the Account.
Remote access for support and managed services: the Customer agrees to provide RapidSpike with reasonable access to its Account and relevant Service configuration where required for support, investigation or delivery of managed services. If such access is not provided, RapidSpike’s ability to support, investigate or meet any stated support targets may be affected.
Free Trial
RapidSpike may, at its sole discretion, offer a Subscription with a free trial for a limited period (“Free Trial”).
RapidSpike may modify, restrict, or withdraw a Free Trial at any time.
Unless otherwise stated, Free Trial access may exclude features, service levels, or managed services available under paid plans.
Support Services
RapidSpike provides technical support to assist Customers in using the Service. Support channels may include the customer portal, email support, live chat and the knowledge base, as made available from time to time.
Support priority and response expectations may vary depending on the Customer’s Subscription Plan and purchased service level.
Support is limited to assistance relating to the RapidSpike Service. Requests outside standard technical support may be treated as professional services and may be subject to additional Fees.
Service Availability
RapidSpike will use commercially reasonable efforts to maintain the availability, reliability and performance of the Service. The Service is designed with redundancy and operational safeguards intended to minimise disruption and maintain continuous operation.
Notwithstanding the foregoing, the Service may be temporarily unavailable from time to time due to scheduled maintenance, upgrades, emergency changes, or other operational requirements necessary to maintain or improve the Service. RapidSpike will endeavour to perform planned maintenance in a manner that minimises disruption where reasonably practicable.
RapidSpike does not guarantee uninterrupted or error-free operation of the Service. Availability may also be affected by circumstances beyond RapidSpike’s reasonable control, including but not limited to failures or interruptions of third-party infrastructure, cloud providers, network providers, domain services, content delivery networks, or other external dependencies.
Customer Data
The Customer retains ownership of Customer Data. The Customer grants RapidSpike a limited, non-exclusive licence to host, process, transmit and store Customer Data for the purposes of providing, maintaining, securing and improving the Service, including generating Monitoring Data and reports.
The Customer is responsible for the accuracy, legality and completeness of Customer Data and for ensuring it has the right to provide Customer Data to RapidSpike.
The Customer should not provide sensitive personal data to the Service unless necessary for the permitted use of the Service and the Customer has a lawful basis to do so.
Data Protection, Privacy and Cookies
RapidSpike is committed to protecting privacy and processing personal data in accordance with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
The Customer is responsible for ensuring it has a lawful basis for any personal data it submits to or processes through the Service, including where it uses the Service in connection with its own customers or clients.
Further information is set out in RapidSpike’s Privacy Policy and Cookie Policy, which form part of these Terms.
Third-Party Services and Links
The Service may interact with, monitor, integrate with, or contain links to Third-Party Services.
RapidSpike has no control over and assumes no responsibility for the availability, content, security, privacy policies or practices of any Third-Party Services.
The Customer acknowledges that RapidSpike shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
Intellectual Property and Grant of Rights
All intellectual property rights in the Service, including the RapidSpike platform, software, code, structure, organisation, monitoring technology, reports, dashboards, and original content and functionality, are and shall remain the exclusive property of RapidSpike and/or its licensors.
Subject to the Customer’s payment of applicable Fees and compliance with these Terms, RapidSpike grants the Customer a non-exclusive, non-transferable right to access and use the Service for the Customer’s internal business purposes and, where applicable, to provide services to its own clients in accordance with the Subscription Plan.
No title to, or ownership of, any intellectual property rights in the Service is transferred to the Customer. The Customer must not remove, alter or obscure proprietary notices in the Service. RapidSpike trademarks and trade dress must not be used without RapidSpike’s prior written consent.
Warranties and Monitoring Limitations
Customer Warranty
The Customer warrants that it has the legal authority to permit RapidSpike to perform the Services and that RapidSpike’s provision of those Services will not infringe the rights of any third party as a result of the Customer’s instructions, systems, content or configuration.
The Customer further warrants that it has obtained all necessary permissions and authorisations to allow RapidSpike to monitor, test and interact with the websites, applications, networks, systems or IP addresses specified by the Customer as part of the Services, including any performance monitoring, availability testing, user journey testing, or security scanning where applicable.
The Customer confirms that performance of these Services will not breach applicable laws, regulations, or third-party rights.
RapidSpike Warranty
RapidSpike will perform the Services using reasonable skill and care in accordance with generally accepted industry standards.
However, due to the continuously evolving nature of cyber threats and system vulnerabilities, the Customer acknowledges that monitoring, testing and alerting services are designed to assist in identifying potential issues but cannot guarantee detection of all incidents, faults, vulnerabilities, malicious activity, unauthorised access, performance issues or service disruptions.
Accordingly, RapidSpike does not warrant or guarantee that the Services will identify all vulnerabilities, security weaknesses, malicious activity or unauthorised access affecting the Customer’s systems, websites, applications or networks.
Indemnity
The Customer agrees to defend, indemnify and hold harmless RapidSpike Limited and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any claims, damages, obligations, losses, liabilities, costs and expenses (including legal fees) arising from:
– the Customer’s breach of these Terms;
– unauthorised monitoring, testing or interaction with third-party systems;
– misuse of the Service by the Customer or its Authorised Users; or
– Customer Data, instructions, configuration, systems or content.
Disclaimer
Your use of the Service is at your own risk and the entire risk as to the quality, performance and results of the Service rests with you. The Service is provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express, implied or statutory.
To the fullest extent permitted by applicable law, RapidSpike disclaims all warranties, representations, conditions and other terms implied by statute, common law or otherwise, including but not limited to any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, accuracy, or course of performance or usage of trade.
RapidSpike does not warrant that:
the Service will operate uninterrupted, timely, secure or available at any particular time or location;
any errors or defects will be corrected;
the Service is free of viruses, malicious code or other harmful components; or
the results, data or insights obtained from use of the Service will be accurate, complete, reliable, or meet your requirements;
the Service will identify, prevent or remediate all security threats, operational incidents, vulnerabilities, performance issues or other problems affecting your systems or websites
The Service may generate alerts, recommendations or classifications that are incomplete, inaccurate or false positives. . The Service relies on third-party infrastructure, networks and services which are outside RapidSpike’s control. The Service is intended to assist with monitoring, analysis and detection activities only. You remain solely responsible for maintaining the security, availability and integrity of your own systems and infrastructure.
Exclusions and Limitation of Liability
RapidSpike Limited or any authorised reseller or managed service partner shall not be liable for any loss or damage suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer.
To the fullest extent permitted by law, RapidSpike shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from or relating to the Service, these Terms, or their subject matter, including loss of revenue, loss of profit, loss of business opportunity, loss of data, loss of goodwill, or other commercial losses, regardless of theory of liability, even if advised of the possibility.
RapidSpike shall not be liable for any financial costs of any detected or undetected security breach on any monitored website or asset. The platform is designed to identify many client-side risks and is under constant development; however, it is not possible to protect against every outcome.
Confidentiality
Each party shall keep confidential any non-public commercial, technical or business information disclosed by the other party in connection with the Service, and shall not disclose such information to any third party except as required to provide the Service or by law.
Publicity
RapidSpike may use the Customer’s name and logo in customer lists, case studies or promotional materials. The Customer may opt out by providing written notice to RapidSpike, in which case RapidSpike will stop using the Customer’s name and logo in new materials within a reasonable period.
Notices
Notices under these Terms must be in writing. RapidSpike may provide notices by email to the email address associated with the Customer’s Account (or otherwise provided by the Customer). The Customer must provide notices to RapidSpike using the contact details set out below (or any updated notice method communicated by RapidSpike).
Force Majeure
Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including failures of Third-Party Services, network outages, or acts of God.
Assignment
The Customer may not assign or transfer these Terms without RapidSpike’s prior written consent. RapidSpike may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.
Entire Agreement, Severability and Waiver
These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior agreements or understandings relating to the Service.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. Failure to enforce any right or provision shall not constitute a waiver of that right or provision.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law rules.
The courts of England and Wales shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms or the Service.
Promotional Programmes (Separate Terms)
If RapidSpike offers promotional programmes (including review incentives or referral schemes), those programmes are governed by separate terms which will be provided at the point of participation and do not form part of these Terms unless expressly incorporated.
How to Contact Us
If you have any questions about these Terms, please contact us using the information below:
RapidSpike Limited
10-12 Avenue HQ
East Parade
Leeds, LS1 2BH