Terms of Service

1. Who these terms are between

These Terms of Service (the "Terms") are a legal agreement between Railyard, a company registered in England and Wales under company number [Company registration number], whose registered office is at [Registered address] ("we", "us", "our"), and the individual or organisation that opens an account or uses Railyard at railyard.sh ("you", "your", the "Customer").

By creating an account, subscribing to a plan, or otherwise using Railyard (the "Service"), you accept these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation. If you do not agree, do not use the Service.

2. The Service

Railyard is a subscription tool for designing and documenting data-centre estates — locations, data centres, rows, racks, devices, power and cabling — and for exporting that design in a range of formats. We may add, change or remove features over time to improve the Service, provided we do not materially reduce the core functionality of a plan you are paying for during your current billing term.

3. Accounts and eligibility

You must be at least 16 years old and able to form a binding contract to use the Service. Sign-in is passwordless: you authenticate through a one-time link sent to your email address, or — where your organisation has configured it — through single sign-on. You are responsible for the security of the inbox and identity provider you sign in with, and for all activity under your account.

Within an organisation, access is governed by roles (owner, editor and viewer). The organisation's owners are responsible for managing membership and for the conduct of the people they invite.

4. Plans, seats, billing and payment

Early access. Railyard is currently offered free of charge during early access. We intend to introduce paid subscription plans in future; if we do, we will give you reasonable advance notice by email or in the Service before any charge begins, and you may decline by cancelling before it takes effect. No fees are payable, and the paid-plan terms in this section do not apply, until you choose a paid plan.

The Service is offered on paid subscription plans. Paid plans are billed per seat — one seat per named user with access to the organisation — in advance, in pounds sterling (GBP), at the price and billing frequency shown at the point of purchase. Prices are exclusive of VAT and other applicable taxes unless stated otherwise.

• Payments. Payments are processed by our payment provider, Stripe. By subscribing you authorise us, through Stripe, to charge your chosen payment method for the applicable fees. We do not receive or store your full card details — see our Privacy Policy and Security page.
• Trials. Where we offer a free trial, it runs for the stated period. Unless you cancel before the trial ends, your subscription begins automatically and your payment method is charged for the first term.
• Renewals. Subscriptions renew automatically at the end of each billing term at the then-current price for that plan, using the payment method on file, until cancelled.
• Adding or removing seats. If you add seats mid-term, we may charge a prorated amount for the remainder of the term. Reductions take effect at the next renewal unless we state otherwise.
• Cancellation. You may cancel at any time from your billing settings. Cancellation stops future renewals; your plan remains active until the end of the term you have already paid for.
• Refunds. Except where required by law, fees already paid are non-refundable and cancelling does not entitle you to a refund of the current term. Nothing in these Terms affects any statutory cancellation or refund rights you may have as a consumer.
• Failed payments. If a renewal payment fails, we (through Stripe) may retry it. We may suspend or downgrade the account if payment remains outstanding after reasonable retries.

We may change our prices. For existing subscriptions, a price change takes effect at your next renewal and we will give you reasonable advance notice by email so you can cancel before it applies.

5. Acceptable use

You agree not to, and not to permit anyone else to:

• use the Service unlawfully, or to store or transmit unlawful, infringing or malicious content;
• attempt to gain unauthorised access to the Service, other customers' data, or the underlying infrastructure, or probe, scan or test the vulnerability of any system except under our responsible disclosure process;
• interfere with or disrupt the integrity or performance of the Service, including by circumventing rate limits, seat limits or other technical restrictions;
• reverse engineer, decompile or copy the Service except to the extent this restriction is prohibited by law; or
• resell, sublicense or provide the Service to third parties except as expressly permitted by your plan.

6. Your data and ownership

As between you and us, you own all the designs, models, device data, labels and other content you create or upload in the Service ("Customer Data"). We do not claim ownership of Customer Data.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and back up Customer Data solely as needed to provide and support the Service, to keep it secure, and as otherwise instructed by you. This licence ends when you delete the relevant data or close your account, except for copies retained transiently in backups or as required by law. You are responsible for having the rights necessary to submit Customer Data and for its accuracy.

You can export your design data from within the Service at any time; see the Security page for details.

7. Our intellectual property

The Service itself — the software, its user interface, the Railyard name and logo, and the built-in device library and templates — is owned by us or our licensors and is protected by intellectual property laws. Subject to these Terms and your payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes for the duration of your subscription. We reserve all rights not expressly granted.

If you send us feedback or suggestions, you agree we may use them to improve the Service without obligation to you.

8. Availability

We aim to keep the Service available and reliable, but except where a separate written service-level agreement applies to your plan, the Service is provided without an uptime commitment. We may carry out maintenance, and we may occasionally need to suspend the Service to protect its security or integrity. Where practical we will give notice of planned downtime.

9. Disclaimer of warranties

To the fullest extent permitted by law, the Service is provided "as is" and "as available". We disclaim all warranties, conditions and representations not expressly stated in these Terms, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your specific requirements. Railyard is a design and documentation aid; you remain responsible for verifying your plans before relying on them operationally.

10. Limitation of liability

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

Subject to that, and to the fullest extent permitted by law: (a) we are not liable for any loss of profits, revenue, business, goodwill, anticipated savings, or for any loss or corruption of data, or for any indirect or consequential loss; and (b) our total aggregate liability arising out of or in connection with the Service and these Terms, whether in contract, tort (including negligence) or otherwise, will not exceed the total fees you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the liability.

11. Indemnity

You agree to indemnify and hold us harmless against any claims, losses, liabilities and reasonable costs (including legal fees) arising from your Customer Data, your use of the Service in breach of these Terms, or your infringement of the rights of any third party.

12. Suspension and termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms (including non-payment) and, where the breach can be remedied, fail to remedy it within a reasonable time of us asking, or immediately where necessary to protect the Service or other customers, or to comply with law.

On termination your right to use the Service ends. You may export your Customer Data before your account is closed; after closure we delete Customer Data in accordance with our Privacy Policy. Terms that by their nature should survive termination (including sections 6, 7, 9, 10, 11 and 14) will do so.

13. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give you reasonable notice by email or in the Service before it takes effect. Continuing to use the Service after the change takes effect means you accept the updated Terms; if you do not agree, you may cancel your subscription.

14. Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that consumers may benefit from any mandatory protections of the law of their country of residence.

15. Contact

Questions about these Terms can be sent to [email protected], or by post to Railyard, [Registered address].