Customer terms

01About these terms

Elara One is a trading name of Elara Labs Ltd, a company registered in England and Wales with company number 17541993, whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX.

These terms form a contract between Elara Labs Ltd ("we", "us") and the business that signs up for Elara One ("you"). The person who accepts them confirms they are authorised to bind that business.

Elara One is for businesses. By signing up you confirm you are acting for the purposes of your trade, business or profession, and not as a consumer.

These documents also form part of the contract, and apply in this order if they ever conflict: the data processing agreement, these terms, the acceptable use policy, and the details of your plan.

02Definitions

Service

The Elara One platform: the store admin, the APIs, hosting of your store's data, and related features we make available to you.

Store

An account on the service with its own database, admin address and API keys.

Users

Your staff and anyone else you allow to sign in to your store.

Customer data

Everything you or your users put into the service, or that your shoppers, leads and contacts send to your store, including personal data.

Plan

The subscription you choose, with its features, allowances and price, as shown on our pricing page or agreed in writing.

Fees

The subscription price for your plan, plus any metered extras and add-ons you use.

03Your account and users

• Give us accurate sign-up and billing details, and keep them up to date.
• Two-step sign-in is required for every user. Each user needs their own sign-in; sharing sign-ins is not allowed.
• You are responsible for who you invite, the roles and permissions you give them, and what they do in your store.
• Keep your API keys and server secrets confidential. Tell us straight away at [email protected] if you think an account or key has been compromised.

04The service

We will provide the service described for your plan with reasonable skill and care.

We improve the service all the time, so features change. We will not materially reduce the core features of your paid plan during a billing period you have paid for. If a change would materially reduce what your plan includes, we will give you at least [30 days] notice and you may cancel before it applies.

Features marked "coming soon", "beta" or "on the roadmap" are not part of what we commit to provide until they are generally available. Beta features are provided as they are and may change or be withdrawn.

05Plans, fees and payment

• Fees are shown in pounds sterling and exclude VAT, which we add at the applicable rate.
• Subscriptions are billed in advance, monthly or yearly, through Stripe, and renew automatically until cancelled.
• Metered extras are billed in arrears at the published rates for your plan.
• We may change our prices. We will tell you at least [30 days] before a new price applies to your subscription, and it takes effect from your next billing period.
• If a payment fails, we will tell you and try again. If it is still unpaid [14 days] after it was due, we may suspend the service until it is paid.
• Fees are not refundable, except where these terms or the law say otherwise.

No fees on your sales

We do not take a percentage of your sales and charge no transaction fee of our own. Your shoppers pay through your own Stripe or PayPal account. Those providers' fees are agreed between you and them, under their terms.

Allowances

Plans include allowances, such as emails each month. We notify you at 80% and 100% of an allowance. Use above an allowance is charged as a metered extra at the published rate; it does not switch your store off.

06Your data

You own your customer data. You give us permission to host, copy, process and display it only as needed to provide, secure and support the service, and as the law requires.

For personal data in your customer data, you are the controller and we are your processor. Our data processing agreement forms part of these terms and sets out how we handle it. The companies we use to provide the service are listed on the sub-processors page.

We may use anonymous, aggregated information about how the service is used (never identifying you, your users or your shoppers) to run and improve it.

You can export your data at any time while your subscription is active, using the admin and the API.

07Your responsibilities

You are responsible for your store, your website and how you use the service. In particular, you will:

• Publish your own privacy notice and, where needed, a cookie notice and consent banner on your storefront.
• Have a lawful basis for the personal data you collect and the messages you send, including consent or the soft opt-in for marketing email and SMS.
• Make sure the goods, services and content you offer are lawful, and follow our acceptable use policy.
• Keep card payments within Stripe and PayPal. Card data is entered with them and never reaches the service; do not collect card numbers in forms, notes or messages.
• Keep your own copies of anything you cannot afford to lose, such as product content and media.

08Services you connect

You can connect third-party services to your store, such as Stripe, PayPal, Twilio and HubSpot. Your use of each is governed by your own agreement with that provider. We are not responsible for those services, their availability or their fees. When you connect one, you instruct us to exchange data with it on your behalf.

09Availability and support

We work to keep the service available at all times, but we do not yet offer an uptime commitment or service credits. Planned maintenance is announced in advance where it may affect you, and incidents are reported on our status page (opens in a new tab).

Support is by email at [email protected]. The support included with each plan is described on our pricing page.

10Intellectual property and confidentiality

We own the service, its software, design and documentation. While your subscription is active, we grant you a non-exclusive, non-transferable right for your users to use the service for your business. Starter storefronts and code samples are licensed under the licence that comes with them.

You may not copy, resell or reverse engineer the service, except as the law allows.

If you send us ideas or feedback, we may use them freely, without any obligation to you.

Each of us will keep the other's confidential information confidential, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This does not apply to information that is public through no fault of the receiver, or that the law requires to be disclosed.

11Suspension, cancellation and leaving

Cancelling

You can cancel at any time. Cancellation takes effect at the end of the billing period you have paid for. We can end the agreement with at least [30 days] notice.

Suspension and termination for cause

We may suspend all or part of the service, with notice where we reasonably can, if fees are overdue, if your use breaches the acceptable use policy, or if it is needed to protect the service, other customers or the public. We will restore access once the issue is resolved. Either of us may end the agreement straight away if the other materially breaches it and does not put it right within [14 days] of being asked, or becomes insolvent.

Your data when you leave

After the agreement ends, you have [30 days] to export your data. We then delete your store's database and files. Deleted data ages out of our nightly backups within 14 days, and out of the point-in-time recovery copy within 22 days. We keep billing records for as long as tax law requires.

12Warranties, liability and indemnities

Warranties

Apart from what these terms expressly say, the service is provided without any other warranty or condition, to the extent the law allows. We do not promise the service will be uninterrupted or error-free.

What neither of us limits

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Limits

• Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
• Each party's total liability under or in connection with this agreement in any 12-month period is limited to [cap — confirm with solicitor, for example the fees paid or payable in the 12 months before the claim].
• Your obligation to pay fees is not limited by this section.

Indemnities

You will indemnify us against claims by third parties arising from your customer data, your goods and services, or messages you send through the service in breach of the law. We will indemnify you against claims that your use of the service, as we provide it, infringes a third party's UK intellectual property rights. [Indemnity scope — confirm with solicitor]

13Changes to these terms

We may update these terms. We will email the account owner at least [30 days] before a change that materially affects you takes effect. If you do not agree, you may cancel before then without penalty. Changes needed for legal or security reasons may apply sooner.

14General

• Neither of us is liable for delays or failures caused by events beyond our reasonable control.
• You may not transfer this agreement without our written consent. We may transfer it to a company that takes over our business, and will tell you if we do.
• Notices to us go to [legal notices address — confirm]; notices to you go to the account owner's email address.
• This is the whole agreement between us about its subject, and replaces anything discussed before. If any part is found unenforceable, the rest still applies. Not enforcing a right straight away does not waive it.
• No one else has rights under this agreement under the Contracts (Rights of Third Parties) Act 1999.
• This agreement is governed by the law of [governing law: England and Wales — confirm], and the courts of [England and Wales — confirm] have exclusive jurisdiction.