Standard Terms and Conditions
1. These Terms
1.1. These terms govern your use of RidgeLine, provided by Little Ears Records Ltd, trading as Scout & Swan, a company incorporated in England and Wales ("we", "us", "our").
1.2. By creating an account, creating a workspace, or using the Service, you accept these terms and the Data Processing Agreement referred to at §14. If you do not accept them, do not use the Service.
1.3. We record the version of these terms and of the Data Processing Agreement in force at the time you accepted them.
1.4. These terms apply to all customers other than those who have signed a separate Enterprise agreement with us. Where you have an Enterprise agreement, that agreement prevails to the extent of any conflict.
2. Definitions
"Account Holder" — a person you invite to hold a login to the Service, occupying a Seat.
"Connected Service" — a third-party service you connect to the Service, including a source-control organisation or an artificial intelligence coding tool vendor account.
"Contributor" — a person whose engineering activity is visible in a Connected Service and who holds no login to the Service.
"Customer Data" — data you supply to the Service, or that the Service retrieves from a Connected Service on your instruction.
"Data Processing Agreement" — our General-Use Data Processing Agreement, published at [URL].
"Free Plan" — any Plan, trial or pilot for which no fee is payable, including the free tier and any trial period.
"Paid Plan" — any Plan for which a fee is payable.
"Plan" — the tier of the Service you subscribe to, as described in the Pricing Schedule.
"Pricing Schedule" — the Pricing and Packaging Schedule published at [URL], as updated in accordance with §20.
"Repository" — a source-control repository you connect to the Service. What counts as one Repository is defined in the Pricing Schedule.
"Seat" — an entitlement for one named Account Holder to hold a login.
"Service" — RidgeLine, as made available to you under your Plan.
"Workspace" — your tenant within the Service.
3. Eligibility
3.1. Business use only. The Service is provided for business use. It is not offered to consumers and is not intended for personal, household or domestic purposes. Nothing in these terms is intended to confer rights on a consumer.
3.2. Age. You must be aged 18 or over to create an account or hold a login. The Service is not directed at children and is not designed for use by any person under the age of 18.
3.3. Authority. By creating an account you confirm that you are aged 18 or over, that you are acting on behalf of a business, organisation or other legal entity, and that you have authority to bind that entity to these terms and to the Data Processing Agreement.
3.4. If we become aware that a confirmation given under this section is untrue, we may suspend or close the account. Where we become aware that an Account Holder is under the age of 18, we will close the account and delete the associated account data.
3.5. Your responsibilities in respect of Contributors, including where any of them is under the age of 18, are set out in the Data Processing Agreement.
4. The Service and your licence
4.1. We grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, for your own internal business purposes, within the limits of your Plan.
4.2. You may not, and will not permit any Account Holder or third party to:
4.2.1. resell, sublicense, rent, or make the Service available to any third party, or use it on behalf of any third party;
4.2.2. copy, modify, adapt, translate, or create derivative works of the Service or any part of it;
4.2.3. reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, models, algorithms, scoring logic, attribution methodology, data model, or underlying structure of the Service, or attempt to reconstruct any of them from its outputs, except to the extent that this restriction is prohibited by law;
4.2.4. use the Service, its outputs, or any information derived from either, to design, develop, train, or market a product or service that competes with the Service;
4.2.5. access or use the Service for the purpose of competitive analysis or benchmarking, or publish any benchmark, performance test, or comparative evaluation of the Service without our prior written consent;
4.2.6. remove, obscure, or alter any proprietary notice; or
4.2.7. access the Service by automated means, or extract data from it in bulk, other than through interfaces we publish for that purpose.
4.3. The methodology, attribution logic and scoring approach underlying the Service are our trade secrets and confidential information, whether or not marked as such, and §15 applies to them. Your licence under §4.1 is to use the outputs of the Service for your own internal business purposes. It is not a licence to reconstruct how those outputs are produced.
4.4. You are responsible for ensuring your Account Holders comply with §4.2, and a breach by any of them is a breach by you.
4.5. We may modify, improve or discontinue features of the Service. Where we discontinue a feature that is material to your use, and you are on a Paid Plan, §20.2 applies. §20.2 does not apply to a Free Plan.
5. Accounts and Seats
5.1. Each Seat is for one named individual. Seats may not be shared, and a single login may not be used by more than one person.
5.2. You are responsible for the security of your account credentials and for all activity carried out under them. Tell us promptly if you believe a credential has been compromised.
5.3. You may reassign a Seat from one Account Holder to another where a person changes role or leaves. You may not reassign Seats to rotate access between more people than you hold Seats for.
5.4. You are responsible for the acts and omissions of your Account Holders as if they were your own.
6. Your obligations and acceptable use
6.1. You will use the Service in accordance with these terms and applicable law.
6.2. You will not use the Service to: process special category personal data as defined in Article 9 of the UK General Data Protection Regulation; store or transmit unlawful, infringing or malicious material; attempt to gain unauthorised access to the Service or to another customer's Workspace; probe, scan or test the vulnerability of the Service without our prior written consent; or impose an unreasonable or disproportionate load on our infrastructure.
6.3. You will not use the Service, or any output of it, to rank, discipline, performance-manage or make employment decisions about an individual on the basis of their engineering activity data, without first satisfying yourself that doing so is lawful and that you have met your own obligations to the people concerned. The Service is designed to report at team level for that reason.
6.4. You are responsible for having a lawful basis for the processing you instruct, as set out in the Data Processing Agreement.
7. Connected Services
7.1. The Service works by connecting to services you already use. Those Connected Services are provided by third parties under your own agreements with them. We are not a party to those agreements and are not responsible for the availability, accuracy or conduct of a Connected Service.
7.2. You are responsible for holding the necessary rights and permissions to connect a Connected Service, and for the accounts and seats you provision on it.
7.3. Where a Connected Service changes or withdraws access, the affected features of the Service may become unavailable. Where that materially reduces the Service on a Paid Plan, §20.2 applies.
8. Plans, fees and tax
8.1. The Plans, their inclusions, the dimensions on which they scale, and the prices for each are set out in the Pricing Schedule. Prices are not set out in these terms, and the Pricing Schedule may change in accordance with §20.
8.2. Fees are payable in advance for each billing period, in the currency stated in the Pricing Schedule, and are exclusive of value added tax and any other applicable tax, which is added at the prevailing rate.
8.3. Billing is handled by our payment provider acting as merchant of record, or through AWS Marketplace where you subscribe through that channel. Where you subscribe through AWS Marketplace, the billing terms of that channel apply to payment, and these terms continue to govern your use of the Service.
8.4. Where a payment fails, we may retry it and may suspend the Service under §19 if it remains unpaid. We will tell you before suspending.
8.5. Fees already paid are non-refundable except where §11.3, §19.4 or §20.2 applies.
9. Free Plans, trials and pilots
9.1. What a Free Plan is. A Free Plan is any access to the Service for which no fee is payable, including the free tier, any trial period, and any pilot or invitation offered without charge.
9.2. Provided as-is. A Free Plan is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we give no warranties, conditions or undertakings of any kind in respect of a Free Plan, including any implied term as to satisfactory quality, fitness for purpose, or the exercise of reasonable skill and care. The warranty at §16.1 does not apply to a Free Plan.
9.3. No commitments. In respect of a Free Plan we give no commitment as to availability, uptime, performance, support, response times, data retention, backup, or continued provision of the Service or of any feature. Nothing in §12 creates an obligation to a Free Plan customer.
9.4. We may change or withdraw it at any time. We may modify, limit, suspend or withdraw a Free Plan, in whole or in part, at any time and without notice or liability. We may set and change usage limits applying to a Free Plan. §20.2 does not apply to a Free Plan, and no notice period applies to a change affecting one.
9.5. No reliance. You should not rely on a Free Plan for any business-critical, regulatory, financial or reporting purpose. Any decision you take on the basis of output from a Free Plan is taken at your own risk.
9.6. Data on expiry. When a Free Plan ends, is withdrawn, or expires, we may delete the associated Customer Data in accordance with the published retention periods. We are not obliged to retain, export or return it, and you are responsible for exporting anything you wish to keep before the Free Plan ends.
9.7. Trials. A trial gives access to a Paid Plan without charge for a defined period. The default trial period is 7 days. We may offer longer periods for particular campaigns or invitations, and the period applicable to you is the one shown when you start the trial. At the end of a trial your account converts to the Plan you have selected and billing begins, or, where you have selected none, it reverts to the free tier or is suspended. We will tell you which before the trial ends.
9.8. Pilots and invitations. Where we invite you to a pilot or private arrangement, the specific commercial terms are set out in a separate order document. Those terms apply for the pilot period and prevail over the Pricing Schedule to the extent of any conflict. The rest of these terms continue to apply. Pilot terms are specific to that arrangement and do not set a price or entitlement for any other customer.
9.9. No entitlement to continue. Use of a Free Plan gives no right to continued free access, to any particular Plan, to any price, or to renewal on any terms.
9.10. Free Plans are subject to these terms and to the Data Processing Agreement in full. Nothing in this section reduces our obligations under the Data Processing Agreement or under data protection law.
10. Changing your Plan
10.1. You may change your Plan, and adjust the Repositories and Seats within it, through the Service, subject to the mechanics set out in the Pricing Schedule.
10.2. An increase takes effect immediately, and we charge the difference for the remainder of the current billing period on a pro-rata basis.
10.3. A decrease takes effect at the start of your next billing period. We do not refund the unused part of the period you have already paid for.
10.4. Where a decrease would take you below the inclusions your current usage requires, the Service will tell you before the change is applied.
11. Term, cancellation and renewal
11.1. Your subscription runs for the billing period you select and renews automatically for successive periods until cancelled.
11.2. You may cancel at any time through the Service. Cancellation takes effect at the end of the current billing period, and you keep access until then.
11.3. We may cancel a Paid Plan on 30 days' written notice. Where we do, we refund the unused portion of any fees you have paid in advance. We may end a Free Plan at any time under §9.4.
11.4. On the subscription ending, Customer Data is retained and deleted in accordance with the retention periods published in the Product Data Processing Policy.
12. Support and availability
12.1. We provide support by email to Account Holders on Paid Plans. We aim to respond promptly. Any response target we publish in the Support Schedule is a target we work to, not a contractual commitment, and failing to meet it does not entitle you to a remedy under these terms.
12.2. We design and operate the Service for high availability and rapid recovery. We do not commit to any level of availability, uptime or recovery time under these terms. Our availability depends on infrastructure and third-party services whose own commitments we cannot exceed.
12.3. We may carry out maintenance, and will give notice of planned maintenance where reasonably practicable.
12.4. Defined service levels, response commitments, and remedies for failing to meet them are available only under an Enterprise agreement.
12.5. This section does not apply to a Free Plan. See §9.3.
13. Intellectual property
13.1. We own the Service and everything in it, including all software, models, interfaces, documentation and branding. Nothing in these terms transfers any of it to you.
13.2. You own your Customer Data. You grant us a non-exclusive licence to host, process and display it for the purpose of providing the Service to you.
13.3. Feedback. Where you give us feedback, suggestions or ideas about the Service, we may use them without restriction and without obligation to you. This does not give us any right in your Customer Data.
13.4. Anonymised data. We may create and use aggregated and anonymised data derived from use of the Service, provided it does not identify you, your Account Holders, your Contributors or your Customer Data. Anonymised data is not Customer Data.
14. Data protection
14.1. Our General-Use Data Processing Agreement, published at [URL], forms part of these terms and applies to all processing of personal data in connection with the Service, including on Free Plans.
14.2. Where the Data Processing Agreement conflicts with these terms on a data protection matter, the Data Processing Agreement prevails.
15. Confidentiality
15.1. Each party will keep the other's confidential information confidential and use it only in connection with these terms.
15.2. This does not apply to information that is public other than through a breach of this section, that the receiving party already held, that it develops independently, or that it is required by law or a regulator to disclose.
15.3. Personal data is governed by the Data Processing Agreement rather than this section.
16. Warranties and liability
16.1. We warrant that we will provide the Service on a Paid Plan with reasonable skill and care. Except as expressly stated in these terms, the Service is provided on an "as is" basis and we exclude all other warranties, conditions and terms implied by statute or common law, to the fullest extent permitted by law. This warranty does not apply to a Free Plan, which is governed by §9.2.
16.2. Our total liability to you arising out of or in connection with these terms, whether in contract, tort or otherwise, is capped at the greater of the total fees you have paid us in the 12 months preceding the event giving rise to the claim, and £500.
16.3. We are not liable for indirect or consequential loss, including loss of profits, revenue, anticipated savings, data, or business opportunity, whether or not foreseeable.
16.4. We are not liable for any loss arising from a Connected Service, from your instructions, or from decisions you take about individuals on the basis of output from the Service.
16.5. Nothing in these terms excludes or limits either party's liability for matters that cannot lawfully be excluded or limited under English law, including fraud and death or personal injury caused by negligence.
16.6. The liability provisions in the Data Processing Agreement apply to claims under that agreement. This section applies to everything else. Neither operates to give you two recoveries for the same loss.
16.7. Each part of this section operates separately. If any exclusion or limitation is found unenforceable, the others continue to apply.
17. Indemnity
17.1. You indemnify us against all claims, losses, fines and reasonable costs arising from your breach of §4.2, §4.3, §6, or §7.2, or from your use of the Service in a way these terms do not permit.
17.2. The indemnity you give in the Data Processing Agreement applies separately to the matters covered there.
18. Force majeure
Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it tells the other party and takes reasonable steps to mitigate. If the event continues for more than 30 days, either party may terminate on written notice.
19. Suspension and termination
19.1. We may suspend your access, in whole or in part, where you are in material breach of these terms, where fees remain unpaid after notice, where your use presents a security risk to the Service or to other customers, or where we are required to by law.
19.2. We will tell you before suspending, unless the circumstances make that impracticable, and we will restore access once the cause is resolved. This does not apply to a Free Plan, which we may suspend under §9.4.
19.3. Either party may terminate on written notice where the other is in material breach and has not remedied it within 30 days of written notice, or becomes insolvent or enters liquidation.
19.4. Where we terminate a Paid Plan other than for your breach, we refund the unused portion of any fees paid in advance.
19.5. Sections that by their nature should survive termination do so, including §4.2, §4.3, §13, §15, §16, §17 and §22.
20. Changes to these terms and to pricing
20.1. We may update these terms and the Pricing Schedule to reflect changes to the Service, to our costs, or to applicable law.
20.2. Where a change materially reduces the Service or increases the price applicable to you on a Paid Plan, we will give at least 30 days' notice before it takes effect, and you may cancel without penalty within that period with a refund of the unused portion of any fees paid in advance. A price change does not take effect during a billing period you have already paid for.
20.3. Other changes take effect on publication.
20.4. Where you are on a pilot or invitation under §9.8, the pricing agreed for the pilot period is fixed for that period.
20.5. This section does not apply to a Free Plan. See §9.4.
21. General
21.1. Assignment. You may not assign these terms without our written consent, not to be unreasonably withheld. We may assign them to a successor to our business.
21.2. Notices. We give notices by email to your registered address or by posting in the Service. You give notices to us at [address for notices].
21.3. Third parties. A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
21.4. Entire agreement. These terms, the Data Processing Agreement, the Pricing Schedule and any order document form the entire agreement between us on this subject, and replace any prior statement, representation or understanding. Neither party has relied on any statement not set out in these documents. This does not exclude liability for fraudulent misrepresentation.
21.5. Waiver and severance. A failure to enforce a right is not a waiver of it. If a provision is found invalid, the rest continues in force.
21.6. Identification as a customer. We may identify you as a customer of the Service, including by name and logo, on our website and in our marketing materials. Nothing in §15 prevents us from doing so. If you ask us to stop, we will do so within a reasonable period. Any broader endorsement, reference, case study or testimonial requires your agreement, and is dealt with in an order document.
22. Governing law
These terms are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.